Common use of Restricted Payments; Certain Payments of Indebtedness Clause in Contracts

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Parent Borrower will, nor will they permit any Restricted Subsidiary or Intermediate Parent to pay or make, directly or indirectly, any Restricted Payment, except: (i) each Restricted Subsidiary may make Restricted Payments to the Parent Borrower or any other Restricted Subsidiary; (ii) Holdings, any Intermediate Parent, the Parent Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the Equity Interests of such Person; provided that in the case of any such Restricted Payment by a Restricted Subsidiary that is not a wholly-owned Subsidiary of the Parent Borrower, such Restricted Payment is made to the Parent Borrower, any Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity Interests; (iii) Restricted Payments made on the Effective Date to consummate the Transactions; (iv) repurchases of Equity Interests in Holdings (or Restricted Payments by Holdings to allow repurchases of Equity Interest in any direct or indirect parent of Holdings), the Parent Borrower or any Restricted Subsidiary deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants; (v) [Intentionally Omitted]; (vi) any Intermediate Parent, the Parent Borrower and the Restricted Subsidiaries may make Restricted Payments in cash to SMART Global Holdings, Inc., Holdings and any Intermediate Parent and, where applicable, Holdings and such Intermediate Parent may make Restricted Payments in cash in an aggregate amount not to exceed $1,000,000 after the Restatement Effective Date and prior to the first anniversary of the Restatement Effective Date and $200,000 for each year thereafter; (A) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay its Tax liability to the relevant jurisdiction in respect of consolidated, combined, unitary or affiliated returns attributable to the income of the Parent Borrower and its Subsidiaries; provided that Restricted Payments made pursuant to this clause (a)(vi)(A) shall not exceed the Tax liability that the Parent Borrower and/or its Subsidiaries (as applicable) would have incurred were such Taxes determined as if such entity(ies) were a stand-alone taxpayer or a stand-alone group; and provided, further, that Restricted Payments under this clause (A) in respect of any Taxes attributable to the income of any Unrestricted Subsidiaries of the Parent Borrower may be made only to the extent that such Unrestricted Subsidiaries have made cash payments for such purpose to Parent Borrower or its Restricted Subsidiaries; (B) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses payable to third parties) that are reasonable and customary and incurred in the ordinary course of business; (C) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) franchise Taxes and other fees, Taxes, and expenses, required to maintain its corporate existence; (D) the proceeds of which shall be used by Holdings to make Restricted Payments permitted by Section 6.08(a)(iv); (E) [Intentionally Omitted]; and (F) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent thereof to pay) fees and expenses related to any equity or debt offering permitted by this Agreement; and (vii) redemptions in whole or in part of any of its Equity Interests for another class of its Equity Interests or with proceeds from substantially concurrent equity contributions or issuances of new Equity Interests; provided that such new Equity Interests contain terms and provisions at least as advantageous to the Lenders in all respects material to their interests as those contained in the Equity Interests redeemed thereby. (b) Neither Holdings nor the Parent Borrower will, nor will they permit any other Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Junior Financing, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Junior Financing, or any other payment (including any payment under any Swap Agreement) that has a substantially similar effect to any of the foregoing, except: (i) payment of regularly scheduled interest and principal payments as, in the form of payment and when due in respect of any Indebtedness, other than payments in respect of any Junior Financing prohibited by the subordination provisions thereof; and (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parent companies or any Intermediate Parent.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Parent Borrower will, nor will they permit any other Restricted Subsidiary to, declare or Intermediate Parent make, or agree to pay or make, directly or indirectly, any Restricted Payment, except: or enter into any transaction the economic effect of which is substantially similar to any Restricted Payment, except (i) each Holdings and the Borrower may declare and pay dividends with respect to their capital stock payable solely in additional shares of their respective common stock, (ii) Restricted Subsidiary Subsidiaries (other than the Borrower) may declare and pay dividends ratably with respect to their capital stock, (iii) Holdings may make Restricted Payments Payments, not exceeding $3,000,000 during any fiscal year, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of Holdings and the Restricted Subsidiaries; (iv) so long as no Default shall have occurred and be continuing or result from the making of such payment, the Borrower may pay dividends to Holdings at such times and in such amounts as shall be necessary to permit Holdings to discharge, to the Parent Borrower or any other Restricted Subsidiary; extent permitted hereunder, its permitted liabilities; (iiv) Holdingson and after the Leverage Target Date, any Intermediate Parent, the Parent Borrower and each Restricted Subsidiary Holdings may declare and make dividend payments or other distributions payable solely pay dividends in the Equity Interests of such Person; provided that in the case of any such Restricted Payment by a Restricted Subsidiary that is not a wholly-owned Subsidiary cash with respect to its convertible preferred stock outstanding as of the Parent Borrower, such Restricted Payment is made to the Parent Borrower, any Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity Interests; (iii) Restricted Payments made on the Amendment No. 4 Effective Date in an amount not exceeding $40,000,000 in any fiscal year and the Borrower may declare and pay dividends to consummate the Transactions; (iv) repurchases of Equity Interests in Holdings (or Restricted Payments by Holdings to allow repurchases of Equity Interest in any direct or indirect parent of Holdings), the Parent Borrower or any Restricted Subsidiary deemed permit Holdings to occur upon exercise of stock options or warrants if declare and pay such Equity Interests represent a portion of the exercise price of such options or warrants; (v) [Intentionally Omitted]; dividends and (vi) at any Intermediate Parenttime after the consummation of the Structured Note Financing, the Parent Borrower may declare and pay a dividend to Holdings so long as (x) the Restricted Subsidiaries may make Restricted Payments in cash to SMART Global Holdings, Inc., Holdings and any Intermediate Parent and, where applicable, Holdings and such Intermediate Parent may make Restricted Payments in cash in an aggregate amount not to exceed $1,000,000 after the Restatement Effective Date and prior to the first anniversary of the Restatement Effective Date and $200,000 for each year thereafter; (A) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay its Tax liability to the relevant jurisdiction in respect of consolidated, combined, unitary or affiliated returns attributable to the income of the Parent Borrower and its Subsidiaries; provided that Restricted Payments made pursuant to this clause (a)(vi)(A) such dividend shall not exceed the Tax liability that the Parent Borrower and/or its Subsidiaries (as applicable) would have incurred were such Taxes determined as if such entity(ies) were a stand-alone taxpayer or a stand-alone group; and provided, further, that Restricted Payments under this clause (A) in respect of any Taxes attributable to the income of any Unrestricted Subsidiaries principal amount of the Parent Borrower may be made only to Structured Note Bridge Indebtedness outstanding at the extent that time such Unrestricted Subsidiaries have made cash payments for such purpose to Parent Borrower dividend is paid plus accrued interest thereon, (y) no Default has occurred and is continuing or its Restricted Subsidiaries; would result therefrom and (Bz) immediately upon receipt thereof, Holdings shall apply all of the proceeds of which shall be used by Holdings or any Intermediate Parent such dividend to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) its operating expenses incurred repay in full the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses payable to third parties) that are reasonable and customary and incurred in the ordinary course of business; (C) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) franchise Taxes and other fees, Taxes, and expenses, required to maintain its corporate existence; (D) the proceeds of which shall be used by Holdings to make Restricted Payments permitted by Section 6.08(a)(iv); (E) [Intentionally Omitted]; and (F) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent thereof to pay) fees and expenses related to any equity or debt offering permitted by this Agreement; and (vii) redemptions in whole or in part of any of its Equity Interests for another class of its Equity Interests or with proceeds from substantially concurrent equity contributions or issuances of new Equity Interests; provided that such new Equity Interests contain terms and provisions at least as advantageous to the Lenders in all respects material to their interests as those contained in the Equity Interests redeemed therebyStructured Note Bridge Indebtedness then outstanding. (b) Neither Holdings nor the Parent Borrower will, nor will they permit any other Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any voluntary payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Junior FinancingHigh Yield Notes, any Qualifying Holdings Debt or any Qualifying Borrower Indebtedness (collectively "Specified Indebtedness"), or any voluntary payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Junior Financing, Specified Indebtedness (or enter into any other payment (including any payment under any Swap Agreement) that has a transaction the economic effect of which is substantially similar effect to any of the foregoing), except: (i) payment , provided no Default has occurred and is continuing or would result therefrom, payments of regularly scheduled interest and principal payments as, in the form of payment as and when due in respect of any Indebtedness, Specified Indebtedness other than payments in respect of any Junior Financing prohibited by the subordination provisions thereof; and (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parent companies or any Intermediate ParentQualifying Borrower Indebtedness.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor Prior to the Acquisition Closing Date, the Borrower will not, and will not permit any Restricted Subsidiary, and, after the Acquisition Closing Date, Parent Borrower willwill not, nor and will they not permit any Restricted Subsidiary to, declare or Intermediate Parent to pay or make, directly or indirectly, make any Restricted Payment, exceptexcept that: (i) each (A) the Restricted Subsidiaries may declare and make Restricted Payments ratably with respect to their Equity Interests and (B) any Restricted Subsidiary may make a Restricted Payments Payment to the Parent Borrower or any other Restricted Subsidiary; (ii) Holdings, any Intermediate Parent, the Parent Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the Equity Interests of such Person; provided that (so long as, in the case of any such this clause (B), if the Restricted Subsidiary making the Restricted Payment by a Restricted Subsidiary that is not a wholly-wholly owned Subsidiary of (directly or indirectly) by the Parent BorrowerParent, such Restricted Payment is made to ratably among the holders of its Equity Interests); (ii) the Parent Borrowerand the Restricted Subsidiaries may declare and make Restricted Payments with respect to its Equity Interests payable solely in shares of Qualified Equity Interests (so long as, any in the case of this clause (ii), if the Restricted Subsidiary and to each other owner of Equity Interests of making the Restricted Payment is not wholly owned (directly or indirectly) by the Parent, such Restricted Subsidiary based on their relative ownership interests Payment is made ratably among the holders of the relevant class of its Equity Interests); (iii) the Parent and the Restricted Subsidiaries may make Restricted Payments made on at such times and in such amounts (A) as shall be necessary to permit any Parent Entity to discharge their respective general corporate and overhead or other expenses (including franchise and similar taxes required to maintain its corporate existence, customary salary, bonus and other benefits payable to officers and employees of the Effective Date to consummate Parent, Holdco and directors fees and director and officer indemnification obligations) incurred in the Transactionsordinary course and (B) for any Related Taxes; (iv) the Parent may make payments (or may make Restricted Payments to any Parent Entity, the proceeds of which will be used to make payments) at such times and in such amounts as are necessary to make payments of or on account of (1) monitoring or management or similar fees or transaction fees and (2) reimbursement of out-of-pocket costs, expenses and indemnities, in each case to any Equity Investor or any of its Affiliates, in each case to the extent permitted by Section 6.09; (v) [Reserved]; (vi) the Restricted Subsidiaries may make a Restricted Payment in connection with the acquisition of additional Equity Interests in any Restricted Subsidiary from minority shareholders; (vii) the Parent or any Restricted Subsidiary may make repurchases of Equity Interests in Holdings (or Restricted Payments by Holdings to allow repurchases of Equity Interest in any direct or indirect parent of Holdings), the Parent Borrower or any Restricted Subsidiary deemed to occur upon the cashless exercise of stock options or warrants if when such Equity Interests represent represents a portion of the exercise price of such options or warrantsthereof; (vviii) [Intentionally OmittedReserved]; (viix) any Intermediate Parentthe Parent and its Restricted Subsidiaries may make Restricted Payments pursuant to the Intercompany License Agreements; (x) Restricted Payments made (A) (i) in connection with the Transactions (including, for the avoidance of doubt, the Return of Value Payment and the Seattle Payment), (ii) in respect of working capital adjustments or purchase price adjustments pursuant to any Permitted Acquisition or other permitted Investments (other than pursuant to Section 6.04(aa)), and (iii) to satisfy indemnity and other obligations under the Merger Agreement and in respect of Permitted Acquisitions or other permitted Investments, and (B) to the Parent Borrower or any Restricted Subsidiary effectuate a Permitted Tax Restructuring; (xi) Restricted Payments necessary to consummate transactions permitted pursuant to Section 6.03 and to make Investments permitted pursuant to Section 6.04 (other than pursuant to Section 6.04(aa)); (xii) [Reserved]; (xiii) [Reserved]; (xiv) the Parent or any Restricted Subsidiary may make additional Restricted Payments in an amount that shall not exceed $250,000,000; (xv) the Parent or any Restricted Subsidiary may make additional Restricted Payments to the extent that such Restricted Payments are made with net proceeds received by the Parent after the Closing Date from the issuance or sale of Qualified Equity Interests of the Parent or proceeds of an equity contribution made to the Parent (other than any Cure Amount) (which such equity proceeds so utilized shall not also increase the Available Amount); (xvi) distributions or payments of Securitization Fees, sales contributions and other transfers of Securitization Assets or Receivables Assets and purchases of Securitization Assets or Receivables Assets pursuant to a Securitization Repurchase Obligations, in each case in connection with a Qualified Securitization Financing or a Receivables Facility; (xvii) the Parent may make Restricted Payments to any Parent Entity the proceeds of which shall be used to pay customary costs, fees and expenses related to any unsuccessful equity or debt offering permitted by this Agreement, so long as the proceeds of such offering were intended to be contributed to the Parent or such offering was otherwise related to the business of the Parent;. (xviii) the Parent and the Restricted Subsidiaries may make Restricted Payments to (a) pay cash in lieu of fractional Equity Interests in connection with any dividend, split or combination thereof or any Acquisition, Investment or other transaction otherwise permitted hereunder and (b) honor any conversion request by a holder of convertible Indebtedness (to the extent such conversion request is paid solely in shares of Qualified Equity Interests of the Parent) and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Indebtedness in accordance with its terms; (xix) other Restricted Payments; provided that at the time of declaration of such Restricted Payment, no Event of Default has occurred and is continuing and the First Lien Leverage Ratio computed on a Pro Forma Basis as of the Applicable Date of Determination is less than 3.00:1.00; (xx) the Parent and the Restricted Subsidiaries may make Restricted Payments in cash to SMART Global Holdings, Inc., Holdings and any Intermediate Parent and, where applicable, Holdings and such Intermediate Parent may make Restricted Payments in cash in an aggregate amount not to exceed $1,000,000 after the Restatement Effective Date and prior Available Amount; provided however that at the time of declaration of such Restricted Payment utilizing amounts pursuant to the first anniversary clause (b) of the Restatement Effective Date definition of “Available Amount”, no Event of Default shall have occurred and $200,000 for each year thereafterbe continuing; (Axxi) the proceeds Parent may make Restricted Payments consisting of which shall be used by Holdings Equity Interests in any Unrestricted Subsidiary, whether pursuant to a distribution, dividend or any Intermediate Parent to pay its Tax liability to other transaction not prohibited hereunder; (xxii) [Reserved]; (xxiii) the relevant jurisdiction in respect making of consolidatedany Restricted Payment within 60 days after the date of declaration thereof, combined, unitary or affiliated returns attributable to if at the income date of the Parent Borrower and its Subsidiariessuch declaration such Restricted Payment would have complied with another provision of this Section 6.08(a); provided that the making of such Restricted Payment will reduce capacity for Restricted Payments made pursuant to this clause (a)(vi)(A) shall not exceed the Tax liability that the Parent Borrower and/or its Subsidiaries (as applicable) would have incurred were such Taxes determined as if such entity(ies) were a stand-alone taxpayer or a stand-alone group; and provided, further, that Restricted Payments under this clause (A) in respect of any Taxes attributable to the income of any Unrestricted Subsidiaries of the Parent Borrower may be made only to the extent that such Unrestricted Subsidiaries have made cash payments for such purpose to Parent Borrower or its Restricted Subsidiariesother provision when so made; (B) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses payable to third parties) that are reasonable and customary and incurred in the ordinary course of business; (C) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) franchise Taxes and other fees, Taxes, and expenses, required to maintain its corporate existence; (D) the proceeds of which shall be used by Holdings to make Restricted Payments permitted by Section 6.08(a)(iv); (E) [Intentionally Omitted]; and (F) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent thereof to pay) fees and expenses related to any equity or debt offering permitted by this Agreement; and (vii) redemptions in whole or in part of any of its Equity Interests for another class of its Equity Interests or with proceeds from substantially concurrent equity contributions or issuances of new Equity Interests; provided that such new Equity Interests contain terms and provisions at least as advantageous to the Lenders in all respects material to their interests as those contained in the Equity Interests redeemed thereby. (b) Neither Holdings nor prior to the Parent Acquisition Closing Date, the Borrower willwill not, nor and will they not permit any other Restricted Subsidiary, and, after the Acquisition Closing Date, Parent will not, and will not permit any Restricted Subsidiary to, (A) make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Junior Financing, or any voluntary payment or other distribution (whether in cash, securities or other property), including any sinking fund of or similar depositin respect of principal or interest, on account or such payment by way of the purchase, redemption, retirement, acquisition, cancellation or termination termination, in each case prior to the final scheduled maturity thereof, of any Junior Financing, or any other Material Indebtedness that is contractually subordinated in right of payment (including any payment under any Swap Agreement) that has a substantially similar effect to any of the foregoingObligations (it being understood that Indebtedness shall not be deemed to be subordinated in right of payment to the Obligations merely because such Indebtedness is secured by a Lien that is junior to the Liens securing the applicable portion of the Obligations) or (B) solely to the extent that Indebtedness has a Lien on substantially all of the Collateral securing Obligations that is junior to the Lien on the Collateral securing the Obligations, make any voluntary prepayment of the principal of such Indebtedness outstanding under Section 6.01(a)(xviii), Section 6.01(a)(xxx) or Section 6.01(a)(xxxii) except: (i) payment of regularly scheduled interest and principal payments (and fees, indemnities and expenses payable) as, in the form of payment and when due in respect of any Indebtedness, other than payments such Indebtedness to the extent permitted by any subordination or intercreditor provisions in respect of any Junior Financing prohibited by the subordination provisions thereof; and; (ii) the conversion refinancings, replacements, substitutions, extensions, restructurings, exchanges and renewals of any Junior Financing such Indebtedness to the extent such refinancing, replacement, exchange or renewed Indebtedness is permitted by Section 6.01 and any fees and expenses in connection therewith; (iii) payments of intercompany Indebtedness permitted under Section 6.01 to the extent permitted by any subordination provisions in respect thereof; (iv) convert, exchange, redeem, repay or prepay such Indebtedness into or for Equity Interests of the Parent (other than Disqualified Equity InterestsInterests of the Parent, except to the extent permitted under Section 6.01(b)); (v) AHYDO Catch-Up Payments relating to Indebtedness of the Parent and its Restricted Subsidiaries so long as no Event of Default under Section 7.01(a), 7.01(b), 7.01(h) or 7.01(i) has occurred and is continuing; (vi) any such other payments, redemptions, repurchases, retirements, terminations or cancellations of Indebtedness or other distributions in an amount not to exceed (A) the greater of $75,000,000 and 5% of Consolidated EBITDA plus (B) the Available Amount; provided however that in the case of payments or distributions made pursuant to this clause (vi)(B), at the time of making such payment or distribution with amounts pursuant to clause (b) of Holdings the definition of “Available Amount”, no Event of Default shall have occurred and be continuing; (vii) any such other payments, redemptions, repurchases, retirements, terminations or cancellations of Indebtedness or other distributions made with net proceeds received by the Parent after the Closing Date from the issuance or sale of Qualified Equity Interests of the Parent or proceeds of an equity contribution initially made to the Parent (other than any Cure Amount) (which such equity proceeds so utilized shall not also increase the Available Amount); (viii) the payment, redemption, repurchase, retirement, termination or cancellation of its direct Indebtedness within 60 days of the date of the Redemption Notice if, at the date of any payment, redemption, repurchase, retirement, termination or indirect parent companies cancellation notice in respect thereof (the “Redemption Notice”), such payment, redemption, repurchase, retirement termination or cancellation would have complied with another provision of this Section 6.08(b); provided that such payment, redemption, repurchase, retirement termination or cancellation shall reduce capacity under such other provision; (ix) other payments, redemptions, repurchases, retirements, terminations or cancellations of Indebtedness in lieu of and not in excess of the amount of (after giving effect to any Intermediate Parentother such payments, redemptions, repurchases, retirements, terminations or cancellations of Indebtedness or Investments pursuant to Section 6.04(ff)), Restricted Payments to the extent permitted to be made in accordance with Section 6.08(xiv); and (x) any such other payments, redemptions, repurchases, retirements, terminations or cancellations of Indebtedness or other distributions; provided that at the time of making such payment or distribution no Event of Default has occurred and is continuing and the First Lien Leverage Ratio computed on a Pro Forma Basis as of the Applicable Date of Determination is less than 3.00:1.00.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Parent Borrower will, nor will they permit any Restricted Subsidiary or Intermediate Parent to pay or make, directly or indirectly, any Restricted Payment, except: (i) The Borrower and each Restricted Subsidiary may make Restricted Payments to the Parent Borrower or any other Restricted Subsidiary (and, in the case of any such Subsidiary that is not a wholly-owned Subsidiary, to each other owner of Equity Interests of such Subsidiary based on their relative ownership interests of the relevant class of Equity Interests); (ii) Holdings, [reserved]; (iii) Holdings and any Intermediate Parent, the Parent Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the Equity Interests of such Person; provided that ; (iv) Restricted Payments made in connection with or in order to consummate the case Transactions and the fees and expenses related thereto (including Restricted Payments (x) to direct and indirect parent companies of any such Restricted Payment by Merger Sub to finance a Restricted Subsidiary that is not a wholly-owned Subsidiary portion of the Parent Borrowerconsideration for the Acquisition, such Restricted Payment is made (y) to the Parent Borrower, any Restricted Subsidiary and to each other owner holders of Equity Interests of such Restricted Subsidiary based on their relative ownership interests the Target (immediately prior to giving effect to the Acquisition) including pursuant to Section 1.01 of the relevant class Merger Agreement and (z) post-closing purchase price or other adjustments contemplated by the Merger Agreement) and Restricted Payments in respect of Equity Interestsworking capital adjustments or purchase price adjustments and to satisfy indemnity and other similar obligations under the Merger Agreement; (iii) Restricted Payments made on the Effective Date to consummate the Transactions; (ivv) repurchases of Equity Interests in Holdings (or Restricted Payments by Holdings to allow repurchases of Equity Interest in any direct or indirect parent of Holdings)) or any Intermediate Parent, the Parent Borrower or any Restricted Subsidiary deemed to occur upon exercise of stock options or warrants or other incentive interests if such Equity Interests represent a portion of the exercise price of such stock options or warrants; (v) [Intentionally Omitted]warrants or other incentive interests; (vi) Restricted Payments to Holdings which Holdings may use to redeem, acquire, retire or repurchase its Equity Interests (or any options, warrants, restricted stock, stock appreciation rights or other equity-linked interests issued with respect to any of such Equity Interests) (or make Restricted Payments to allow any of Holdings’ direct or indirect parent companies to so redeem, retire, acquire or repurchase their Equity Interests or to make principal or interest payments with respect to any unsecured promissory notes issued by any Parent Entity in connection therewith) held by current or former officers, managers, consultants, directors and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) of Holdings (or any direct or indirect parent thereof), any Intermediate Parent, the Parent Borrower and the Restricted Subsidiaries Subsidiaries, upon the death, disability, retirement or termination of employment of any such Person or otherwise in accordance with any stock option or stock appreciation rights plan, any management, director and/or employee stock ownership or incentive plan, stock subscription plan, employment termination agreement or any other employment agreements or equity holders’ agreement; provided that, the aggregate amount of Restricted Payments permitted by this clause (vi) after the Effective Date, together with the aggregate amount of loans and advances to Holdings previously made pursuant to Section 6.04(m) in lieu of Restricted Payments permitted by this clause (vi), shall not exceed $5,000,000 in any fiscal year (or, following consummation of an IPO, $10,000,000 in any fiscal year) with unused amounts in any fiscal year being carried over to succeeding fiscal years; provided that such amount in any fiscal year may be increased by an amount not to exceed the cash proceeds of any key man policy; (vii) any Intermediate Parent and the Borrower may make Restricted Payments in cash to SMART Global Holdings, Inc., Holdings and any Intermediate Parent and, where applicable, Holdings and such Intermediate Parent may make Restricted Payments in cash in an aggregate amount not to exceed $1,000,000 after the Restatement Effective Date and prior to the first anniversary of the Restatement Effective Date and $200,000 for each year thereafter;cash: (A) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay its Tax liability to the relevant jurisdiction in respect of consolidated, combined, unitary or affiliated returns attributable to the income of the Parent Borrower and its Subsidiaries; provided that Restricted Payments made pursuant to this clause (a)(vi)(A) shall not exceed the Tax liability that the Parent Borrower and/or its Subsidiaries (as applicable) would have incurred were such Taxes determined as if such entity(ies) were a stand-alone taxpayer or a stand-alone group; and provided, further, that Restricted Payments under this clause (A) in respect of any Taxes attributable to the income of any Unrestricted Subsidiaries of the Parent Borrower may be made only to the extent that such Unrestricted Subsidiaries have made cash payments for such purpose to Parent Borrower or its Restricted Subsidiariesconstituting a Tax Distribution; (B) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) (1) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting accounting, tax reporting and similar expenses payable to third parties) that are reasonable and customary and incurred in the ordinary course of business, (2) any reasonable and customary indemnification claims made by directors or officers of Holdings (or any parent thereof or any Intermediate Parent) attributable to the ownership or operations of Holdings, any Intermediate Parent, the Borrower and the Restricted Subsidiaries, (3) fees and expenses (x) due and payable by any of the Borrower and the Restricted Subsidiaries and (y) otherwise permitted to be paid by the Borrower and the Restricted Subsidiaries under this Agreement, (4) [reserved] and (5) payments that would otherwise be permitted to be paid directly by the Borrower or the Restricted Subsidiaries pursuant to Section 6.09(iii) or (x); (C) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) franchise Taxes and similar Taxes, and other fees, Taxes, fees and expenses, required to maintain its corporate organizational existence; (D) the proceeds of which shall be used by Holdings to make Restricted Payments permitted by Section 6.08(a)(iv) or Section 6.08(a)(vi); (E) [Intentionally Omitted]to finance any Investment permitted to be made pursuant to Section 6.04 other than Section 6.04(m); andprovided that (1) such Restricted Payment shall be made substantially concurrently with the closing of such Investment and (2) Holdings or any Intermediate Parent shall, immediately following the closing thereof, cause (x) all property acquired (whether assets or Equity Interests but not including any loans or advances made pursuant to Section 6.04(b)) to be contributed to the Borrower or the Restricted Subsidiaries or (y) the Person formed or acquired to merge, amalgamate into or consolidate with the Borrower or any of the Restricted Subsidiaries to the extent such merger, amalgamation or consolidation is permitted in Section 6.03) in order to consummate such Investment, in each case in accordance with the requirements of Sections 5.11 and 5.12; (F) the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers and employees of Holdings or any direct or indirect parent company of Holdings to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of Holdings, the Borrower and the Restricted Subsidiaries; (G) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent thereof to pay) fees and expenses related to any equity or debt offering permitted not prohibited by this AgreementAgreement (whether or not such offering is successful); and (viiH) the proceeds of which shall be used to make payments in connection with any tax receivable agreements entered into in connection with an IPO Reorganization Transaction. (viii) in addition to the foregoing Restricted Payments, the Borrower and any Intermediate Parent may make additional Restricted Payments to Holdings and any Intermediate Parent, the proceeds of which may be utilized by Holdings to make additional Restricted Payments or by Holdings or by any Intermediate Parent to make any payments in respect of any Permitted Holdings Debt, in an aggregate amount, when taken together with the aggregate amount of loans and advances to Holdings previously made pursuant to Section 6.04(m) in lieu of Restricted Payments permitted by this clause (viii), not to exceed the sum of (A) an amount at the time of making any such Restricted Payment, together with any other Restricted Payment previously made utilizing this subclause (A) and the aggregate amount of payments previously made utilizing Section 6.08(b)(iv)(A) below, not to exceed the greater of $10,000,000 and 35% of Consolidated EBITDA for the most recently ended Test Period, plus (B) so long as (i) no Event of Default shall have occurred and be continuing and (ii) unless such Restricted Payment is made pursuant to clause (i) or (iii) of the definition of Available Amount, after giving effect to such Restricted Payment, the Interest Coverage Ratio on a Pro Forma Basis is not less than 2.00 to 1.00, the Available Amount that is Not Otherwise Applied; (ix) redemptions in whole or in part of any of its Equity Interests for another class of its Equity Interests or with proceeds from substantially concurrent equity contributions or issuances of new Equity Interests; provided that such new Equity Interests contain terms and provisions at least as advantageous to the Lenders in all respects material to their interests as those contained in the Equity Interests redeemed thereby.; (x) payments made or expected to be made in respect of withholding or similar Taxes payable by any future, present or former employee, director, manager or consultant and any repurchases of Equity Interests in consideration of such payments including deemed repurchases in connection with the exercise of stock options and the vesting of restricted stock and restricted stock units; (xi) Holdings or any Intermediate Parent may (a) pay cash in lieu of fractional Equity Interests in connection with any dividend, split or combination thereof or any Permitted Acquisition (or other similar Investment) and (b) honor any conversion request by a holder of convertible Indebtedness and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Indebtedness in accordance with its terms; (xii) Permitted IPO Distributions; (xiii) payments made or expected to be made by Holdings, any Intermediate Parent, the Borrower or any Restricted Subsidiary in respect of withholding or similar taxes payable upon exercise of Equity Interests by any future, present or former employee, director, officer, manager or consultant (or their respective controlled Affiliates or Permitted Transferees) and any repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants or required withholding or similar taxes; (xiv) additional Restricted Payments; provided that after giving effect to such Restricted Payment (A) on a Pro Forma Basis, the Total Net Leverage Ratio is less than or equal to 4.50 to 1.00 and (B) there is no continuing Event of Default; (xv) Restricted Payments constituting or otherwise made in connection with or relating to any IPO Reorganization Transactions; and (xvi) the distribution, by dividend or otherwise, of shares of Equity Interests of, or Indebtedness owed to Holdings, any Intermediate Parent, the Borrower or a Restricted Subsidiary by, Unrestricted Subsidiaries (other than Unrestricted Subsidiaries, the primary assets of which are Permitted Investments); (b) Neither Holdings nor the Parent Borrower will, nor will they permit any other Restricted Subsidiary to, to make or agree to pay or makepay, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Junior Financing, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Junior Financing, or any other payment (including any payment under any Swap Agreement) that has a substantially similar effect to any of the foregoing, except: (i) payment of regularly scheduled interest and principal payments as, in the form of payment and when due in respect of any Indebtedness, other than payments in respect of any Junior Financing prohibited by the subordination provisions thereof; and; (ii) refinancings of Indebtedness with proceeds of Permitted Refinancing Indebtedness permitted to be incurred under Section 6.01; (iii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parent companies or any Intermediate Parent; (iv) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount not to exceed the sum of (A) an amount at the time of making any such payment, together with any other payments previously made utilizing this subclause (A) and Restricted Payments previously made utilizing Section 6.08(a)(viii)(A), not to exceed the greater of $10,000,000 and 35% of Consolidated EBITDA for the most recently ended Test Period, plus (B) so long as (i) no Event of Default shall have occurred and be continuing and (ii) unless such payment is made pursuant to clause (i) or (iii) of the definition of Available Amount, after giving effect to such payment, the Interest Coverage Ratio on a Pro Forma Basis is not less than 2.00 to 1.00, the Available Amount that is Not Otherwise Applied; and (v) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity; provided that after giving effect to such Restricted Payment (A) on a Pro Forma Basis, the Total Net Leverage Ratio is less than or equal to 4.50 to 1.00 and (B) there is no continuing Event of Default. (c) Neither Holdings nor the Borrower will, nor will they permit any Restricted Subsidiary or Intermediate Parent to, amend or modify any documentation governing any Junior Financing, in each case if the effect of such amendment or modification (when taken as a whole) is materially adverse to the Lenders. Notwithstanding anything herein to the contrary, the foregoing provisions of this Section 6.08 will not prohibit the payment of any Restricted Payment or the consummation of any irrevocable redemption, purchase, defeasance or other payment within 60 days after the date of declaration thereof or the giving of such irrevocable notice, as applicable, if at the date of declaration or the giving of such notice such payment would have complied with the provisions of this Agreement.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Parent The Borrower willwill not, nor will they the Borrower permit any Restricted Subsidiary to, declare or Intermediate Parent to pay or make, directly or indirectly, make any Restricted Payment, except: (i) each (A) any Restricted Subsidiary may make a Restricted Payments Payment to the Parent Borrower or any other Restricted Subsidiary; (ii) Holdings, any Intermediate Parent, the Parent Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the Equity Interests of such Person; provided that in the case of any such Restricted Payment by a Restricted Subsidiary that is not a wholly-owned Subsidiary of the Parent Borrower (so long as, if the Restricted Subsidiary making the Restricted Payment is not wholly owned (directly or indirectly) by the Borrower, such Restricted Payment is made ratably among the holders of its Equity Interests) and (B) the Borrower may make a Restricted Payment to a Holding Company and any Holding Company may make a Restricted Payment to another Holding Company so long as such Restricted Payment is promptly thereafter contributed to the Parent Borrower or another Loan Party that is not Holdings; provided that, for the avoidance of doubt, a Restricted Payment shall only be permitted pursuant to this Section 6.06(a)(i)(B) to the extent such subsequent contribution does not increase availability or capacity to make Restricted Payments under any provision of this Section 6.06. (ii) Restricted Payments payable solely in shares of Qualified Equity Interests (so long as, in the case of this clause (ii), if the Restricted Subsidiary making the Restricted Payment is not wholly owned (directly or indirectly) by the Borrower, any Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests Payment is made ratably among the holders of the relevant class of its Equity Interests); (iii) Restricted Payments made on in connection with the Effective Date to consummate the Transactionsacquisition of additional Equity Interests in any Holding Company (other than Holdings) or Restricted Subsidiary from minority shareholders; (iv) repurchases of Equity Interests in Holdings (or Restricted Payments by Holdings to allow repurchases of Equity Interest in any direct or indirect parent of Holdings), the Parent Borrower or any Restricted Subsidiary deemed to occur upon the cashless exercise of stock options or warrants if when such Equity Interests represent represents a portion of the exercise price of such options or warrantsthereof; (v) [Intentionally Omitted]Restricted Payments to allow any Parent Entity (or, after an IPO, the Public Company), any Holding Company, the Borrower or any Restricted Subsidiary to purchase a Holding Company’s or any Parent Entity’s (or, after an IPO, the Public Company’s) Equity Interests from present or former consultants, directors, manager, officers or employees of any Parent Entity (or, after an IPO, the Public Company), any Holding Company, the Borrower or any Restricted Subsidiary, or their estates, descendants, family, spouses or former spouses, upon the death, disability or termination of employment of such consultant, director, officer or employee or pursuant to any employee, management, director or manager equity plan, employee, management, director or manager stock option plan or any other employee, management, director or manager benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, manager, officer or consultant of any Parent Entity (or, after an IPO, the Public Company), any Holding Company, the Borrower or any Restricted Subsidiary, provided that the aggregate amount of payments under this clause (v) subsequent to the Closing Date (net of proceeds received by the Borrower subsequent to the date hereof in connection with resales of any stock or common stock options so purchased (which amounts, to the extent that such cash proceeds from the issuance of any such stock are utilized to make payments pursuant to this clause in excess of the amounts otherwise permitted hereunder, are Not Otherwise Applied)) per fiscal year shall not exceed the greater of (x) $7,500,000 and (y) 7.5% of LTM EBITDA (provided that, after the occurrence of an IPO, such amount shall be of the greater of $15,000,000 and 15% of LTM EBITDA) calculated on a Pro Forma Basis as of the Applicable Date of Determination (with unused amounts in any fiscal year being carried over to the next succeeding fiscal year), plus the amount of any key-man life insurance policies; provided that the cancellation of Indebtedness owing to Holdings or any of the Subsidiaries (and not involving a cash advance made by Holdings or any of the Subsidiaries) in connection with a repurchase of any such Equity Interests and the redemption or cancellation of such Equity Interests without cash payment will not be deemed to constitute a Restricted Payment for purposes of this covenant or any other provision of this Agreement; (vi) any Intermediate ParentRestricted Payments pursuant to Intercompany License Agreements; (vii) Restricted Payments (i) to consummate the Transactions (including, but not limited to, the Parent Borrower Closing Date Distribution); it being understood that any such Restricted Payments shall be made substantially concurrently with the Closing Date, (ii) in respect of working capital adjustments or purchase price adjustments pursuant to the Recapitalization Agreement, any Permitted Acquisition or other permitted Investments (other than pursuant to Section 6.04(aa)), (iii) to satisfy indemnity and other similar obligations under the Recapitalization Agreement, Permitted Acquisitions or other permitted Investments, and (iv) to dissenting stockholders in connection with, or as a result of, their exercise of appraisal rights and the settlement of any claims or actions (whether actual, contingent or potential) with respect thereto (including any accrued interest), in each case of this clause (vii), with respect to Investments permitted hereunder; (viii) Restricted Subsidiaries may Payments necessary to consummate transactions permitted pursuant to Section 6.03 and to make Investments permitted pursuant to Section 6.04 (other than pursuant to Section 6.04(aa)); (ix) forgiveness or cancellation of any Indebtedness owed to any Holding Company or any Restricted Subsidiary (and not involving a cash advance made by any Holding Company or any Restricted Subsidiary) issued for repurchases of any Equity Interests of a Parent Entity (or, after an IPO, the Public Company’s), Holdings, a Holding Company or the Borrower; (i) additional Restricted Payments; provided that (a) no Event of Default has occurred and is continuing or would result therefrom and (b) the Total Net Leverage Ratio after giving effect thereto on a Pro Forma Basis as of the Applicable Date of Determination is less than or equal to 6.25 to 1.00 and (ii) additional Restricted Payments in an amount not in excess of the Available Excluded Contribution Amount so long as no Event of Default has occurred and is continuing or would result from the making of such Restricted Payment; (xi) distributions or payments of Securitization Fees, sales contributions and other transfers of Securitization Assets or Receivables Assets and purchases of Securitization Assets or Receivables Assets pursuant to Securitization Repurchase Obligations, in each case in connection with a Qualified Securitization Financing or a Receivables Facility; (xii) Restricted Payments the proceeds of which shall be used to pay customary costs, fees and expenses related to any unsuccessful equity or debt offering permitted by this Agreement; (xiii) Restricted Payments to (a) pay cash in lieu of fractional Equity Interests in connection with any dividend, split or combination thereof or any Acquisition, Investment or other transaction otherwise permitted hereunder, and (b) honor any conversion request by a holder of convertible Indebtedness (to SMART Global Holdings, Inc., the extent such conversion request is paid solely in shares of Qualified Equity Interests of Holdings (or any Parent Entity)) and make cash payments in lieu of fractional shares in connection with any Intermediate Parent and, where applicable, Holdings such conversion and such Intermediate Parent may make payments on convertible Indebtedness in accordance with its terms; (xiv) Restricted Payments in cash in an aggregate amount not to exceed $1,000,000 after the Restatement Effective Date and prior to the first anniversary of the Restatement Effective Date and $200,000 for each year thereafter; (A) the proceeds greater of which shall be used by Holdings or any Intermediate Parent to pay its Tax liability to the relevant jurisdiction in respect (x) $25,000,000 and (y) 25.0% of consolidated, combined, unitary or affiliated returns attributable to the income LTM EBITDA calculated on a Pro Forma Basis as of the Parent Borrower and its SubsidiariesApplicable Date of Determination (less any amounts reallocated to Section 6.04(q)(B) or Section 6.06(b)(vi)(A)) plus (B) the Available Amount; provided provided, however, that at the time of making such Restricted Payments made Payment pursuant to this clause (a)(vi)(AB), no Event of Default pursuant to Sections 7.01(a), (b), (h) shall not exceed the Tax liability that the Parent Borrower and/or its Subsidiaries or (as applicablei) has occurred and is continuing or would have incurred were such Taxes determined as if such entity(iesresult therefrom; (xv) were a stand-alone taxpayer or a stand-alone group; and provided, further, that Restricted Payments under this clause (A) in respect of any Taxes attributable to the income of any Unrestricted Subsidiaries of the Parent Borrower may be made only to the extent that such Unrestricted Subsidiaries Restricted Payments are made with (A) any capital contributions made in cash by any Person other than a Restricted Subsidiary to Holdings after the Closing Date (other than any Cure Amount) to the extent Not Otherwise Applied; and (B) any Net Proceeds of any issuance of Qualified Equity Interests after the Closing Date of Holdings (other than any Cure Amount) to any Person other than a Restricted Subsidiary to the extent Not Otherwise Applied, and to the extent, in each case, such contributions and Net Proceeds have made cash payments for such purpose been contributed to Parent the Qualified Equity Interests of the Borrower or its Restricted Subsidiariesany other Loan Party (other than Holdings); (Bxvi) the proceeds of which Restricted Payments at such times and in such amounts as shall be used by Holdings necessary to permit any Parent Entity and any Holding Company to discharge their respective general corporate and overhead or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting franchise and similar expenses taxes required to maintain its corporate existence, customary salary, bonus and other benefits payable to third partiesofficers and employees of any Holding Companies or any Parent Entity and directors fees and director and officer indemnification obligations) that are reasonable and customary and incurred in the ordinary course of business; (Cxvii) Restricted Payments to Holding Companies and any Parent Entities at such times and in such amounts as are necessary to make Permitted Investor Payments; (xviii) Restricted Payments made (i) in connection with reorganizations and other activities related to tax planning and reorganization; provided that, in the good-faith judgment of the Borrowers and Administrative Agent, after giving effect to any such reorganizations and activities, there is no material adverse impact on the value of the (A) Collateral granted to the Collateral Agent for the benefit of the Secured Parties or (B) Guarantees of the Obligations pursuant to the Guaranty, (ii) in connection with, and reasonably related to, the consummation of an IPO, or (iii) to pay costs and expenses related to an IPO (whether or not such IPO is in fact consummated) and, after the consummation of an IPO, Public Company Costs; (xix) after an IPO, cash Restricted Payments to equity holders of the Public Company in an aggregate amount per annum not exceeding the sum of (x) 7.0% of Market Capitalization plus (y) 6.0% of the Net Cash Proceeds received by the Loan Parties from such IPO to the extent Not Otherwise Applied; provided that no Event of Default has occurred and is continuing or would result therefrom; (xx) the proceeds making of any Restricted Payment within sixty (60) days after the date of declaration thereof, if at the date of such declaration such Restricted Payment would have complied with another provision of this Section 6.06(a); provided that the making of such declaration will reduce capacity for Restricted Payments pursuant to such other provision when such declaration is made; (xxi) for so long as the Borrower is a member of a consolidated, combined, or similar group for U.S. federal, state, or local income tax purposes of which shall be used by Holdings (or any Intermediate Parent Entity) is the parent (or is an entity disregarded as separate from a member of any such group), Restricted Payments to Holdings to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings such Parent Entity to pay) franchise Taxes tax liabilities (to the extent such tax liabilities are attributable to the Borrower and other feesits Restricted Subsidiaries and, Taxesto the extent of amounts actually received from its Unrestricted Subsidiaries, and expensesits Unrestricted Subsidiaries) in an amount not to exceed the amount of any U.S. federal, required to maintain state and/or local income taxes that the Borrower, its Restricted Subsidiaries and/or its Unrestricted Subsidiaries, as applicable, would have paid for such taxable period had the Borrower, its Restricted Subsidiaries and/or its Unrestricted Subsidiaries, as applicable, been a stand-alone corporate existence; (D) the proceeds of which shall be used by Holdings to make Restricted Payments permitted by Section 6.08(a)(iv); (E) [Intentionally Omitted]taxpayer or a stand-alone corporate group; and (Fxxii) the proceeds distribution, by dividend or otherwise, of Equity Interests of or Indebtedness owed to Holdings, the Borrower or a Restricted Subsidiary by Unrestricted Subsidiaries (other than Unrestricted Subsidiaries, the primary assets of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent thereof to pay) fees are cash and expenses related to any equity or debt offering permitted by this Agreement; and (vii) redemptions in whole or in part of any of its Equity Interests for another class of its Equity Interests or with proceeds from substantially concurrent equity contributions or issuances of new Equity Interests; provided that such new Equity Interests contain terms and provisions at least as advantageous to the Lenders in all respects material to their interests as those contained in the Equity Interests redeemed therebyCash Equivalents). (b) Neither Holdings nor the Parent The Borrower willwill not, nor will they the Borrower permit any other Restricted Subsidiary to, make any voluntary or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Junior Financing, or any optional payment or other distribution (whether in cash, securities or other property), of or in respect of principal or interest (including any sinking fund or similar deposit, on account by way of the optional or voluntary purchase, redemption, retirement, acquisition, cancellation or termination termination, in each case prior to the final scheduled maturity thereof) of any Junior Financing, Indebtedness that is by its terms subordinated in right of payment to all or any other payment (including any payment under any Swap Agreement) that has a substantially similar effect to any portion of the foregoing, Obligations except: (i) payment of regularly scheduled interest and principal payments (and fees, indemnities and expenses payable) as, in the form of payment and when due in respect of any Indebtedness, other than payments such Indebtedness to the extent not prohibited by any subordination or intercreditor provisions in respect of any Junior Financing prohibited by the subordination provisions thereof; and; (ii) the conversion a Permitted Refinancing of any Junior Financing such Indebtedness to the extent such Permitted Refinancing is permitted by Section 6.01; (iii) payments of intercompany Indebtedness permitted under Section 6.01 to the extent not prohibited by any subordination provisions in respect thereof; (iv) conversions, exchanges, redemptions, repayments or prepayments of such Indebtedness into, or for, Equity Interests (other than Disqualified Equity Interests, except to the extent permitted under Section 6.01(y)) of any Parent Entity or Holdings; (v) AHYDO Catch-Up Payments relating to Indebtedness of the Borrower and the Restricted Subsidiaries so long as no Event of Default under Section 7.01(a), (b), (h) or (i) has occurred and is continuing; (vi) any such payments or other distributions in an amount not to exceed (A) the greater of (x) $25,000,000 and (y) 25.0% of LTM EBITDA calculated on a Pro Forma Basis as of the Applicable Date of Determination (plus unused amounts under Section 6.06(a)(xiv)(A) reallocated to this clause (vi)(A), but less any amounts reallocated from this clause (vi)(A) to Section 6.04(q)(B)) plus (B) the Available Amount; provided, however, that in the case of payments or distributions made pursuant to this clause (vi)(B), at the time of making such payment or distribution, no Event of Default pursuant to Section 7.01(a), (b), (h) or (i) has occurred and is continuing or would result therefrom; (vii) payments or distributions made with (A) any capital contributions made in cash by any Person other than a Restricted Subsidiary to Holdings after the Closing Date (other than any Cure Amount) to the extent Not Otherwise Applied; and (B) any Net Proceeds of any issuance of Qualified Equity Interests after the Closing Date of Holdings (other than any Cure Amount) to any Person other than a Restricted Subsidiary to the extent Not Otherwise Applied, and to the extent, in each case, such Net Proceeds and contributions have been contributed to the Qualified Equity Interests of the Borrower or any other Loan Party (other than Holdings); (viii) the payment, redemption, repurchase, retirement, termination or cancellation of its direct Indebtedness within sixty (60) days of the date of the Redemption Notice if, at the date of any payment, redemption, repurchase, retirement, termination or indirect parent companies cancellation notice in respect thereof (the “Redemption Notice”), such payment, redemption, repurchase, retirement termination or cancellation would have complied with another provision of this Section 6.06(b); provided that such payment, redemption, repurchase, retirement termination or cancellation shall reduce capacity under such other provision; and (ix) (i) any Holding Company or any Intermediate ParentRestricted Subsidiary may make additional payments and distributions; provided that the Total Net Leverage Ratio after giving effect thereto on a Pro Forma Basis as of the Applicable Date of Determination is less than or equal to 6.25 to 1.00 and (ii) any Holding Company or any Restricted Subsidiary may make additional payments and distributions in an amount not to exceed the Available Excluded Contribution Amount so long as no Event of Default has occurred and is continuing or would result from the making of such payment or distribution.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Parent Borrower No Loan Party will, nor will they it permit any Restricted Subsidiary to, declare or Intermediate Parent make, or agree to pay or make, directly or indirectly, any Restricted Payment, except: or incur any obligation (contingent or otherwise) to do so, except (i) each Restricted Holdings may declare and pay dividends with respect to its common or preferred stock payable solely in additional shares of its common or preferred stock, (ii) any Subsidiary may make Restricted Payments to the Parent Borrower or Borrower, any Subsidiary that is a Loan Party may make Restricted Payments to any other Restricted Subsidiary; (ii) HoldingsSubsidiary that is a Loan Party, and any Intermediate Parent, the Parent Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the Equity Interests of such Person; provided that in the case of any such Restricted Payment by a Restricted Subsidiary that is not a wholly-owned Subsidiary of the Parent BorrowerLoan Party may make Restricted Payments to any other Subsidiary, such Restricted Payment is made to the Parent Borrower, any Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity Interests; (iii) Restricted Payments made on the Effective Date Borrower may make distributions to consummate Holdings for payment of reasonable out-of-pocket operating and administrative costs and expenses payable by Holdings, the Transactions; Manager or the Borrower, as the case may be, and incurred primarily in connection with the business of the Borrower, so long as no Default shall have occurred and is continuing or would occur as a result thereof, (iv) repurchases of Equity Interests the Borrower may make distributions to Holdings in an amount necessary to enable Holdings to pay when due, its actual federal, state and local income Taxes directly attributable to (or Restricted Payments arising as a result of) the operations of the Borrower, the Manager and their Subsidiaries that are due and payable by Holdings to allow repurchases of Equity Interest in any direct or indirect as the parent of Holdings)a consolidated group, the Parent Borrower or any Restricted Subsidiary deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants; (v) [Intentionally Omittedintentionally omitted]; , (vi) Potbelly Franchising may declare and pay cash dividends to Holdings to permit Holdings to invest such cash dividends in the Borrower; provided that, in each such case, Holdings actually and promptly uses such dividends for such investments, (vii) each Loan Party may purchase, redeem or otherwise acquire its common or preferred Equity Interests with the proceeds received from the substantially concurrent issuance of new common or preferred Equity Interests or where the consideration is the cancellation of Indebtedness owed to any Intermediate ParentLoan Party, the Parent Borrower and the Restricted Subsidiaries (viii) Permitted J/Vs may make Restricted Payments in cash to SMART Global Holdings, Inc., Holdings and any Intermediate Parent and, where applicable, Holdings and the holders of their Equity Interests so long as such Intermediate Parent may make Restricted Payments are made on a pro rata basis to all such holders in cash in an aggregate amount not to exceed $1,000,000 after the Restatement Effective Date and prior to the first anniversary of the Restatement Effective Date and $200,000 for each year thereafter; (A) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay its Tax liability to the relevant jurisdiction in respect of consolidated, combined, unitary or affiliated returns attributable to the income of the Parent Borrower and its Subsidiaries; provided that Restricted Payments made pursuant to this clause (a)(vi)(A) shall not exceed the Tax liability that the Parent Borrower and/or its Subsidiaries (as applicable) would have incurred were such Taxes determined as if such entity(ies) were a stand-alone taxpayer or a stand-alone group; and provided, further, that Restricted Payments under this clause (A) in respect of any Taxes attributable to the income of any Unrestricted Subsidiaries of the Parent Borrower may be made only to the extent that such Unrestricted Subsidiaries have made cash payments for such purpose to Parent Borrower or its Restricted Subsidiaries; (B) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses payable to third parties) that are reasonable and customary and incurred in the ordinary course of business; (C) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) franchise Taxes and other fees, Taxes, and expenses, required to maintain its corporate existence; (D) the proceeds of which shall be used by Holdings to make Restricted Payments permitted by Section 6.08(a)(iv); (E) [Intentionally Omitted]; and (F) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent thereof to pay) fees and expenses related to any equity or debt offering permitted by this Agreement; and (vii) redemptions in whole or in part of any of its accordance with their respective Equity Interests for another class of its Equity Interests or with proceeds from substantially concurrent equity contributions or issuances of new Equity Interests; provided that in such new Equity Interests contain terms and provisions at least as advantageous to the Lenders in all respects material to their interests as those contained in the Equity Interests redeemed thereby.Permitted J/V. (b) Neither Holdings nor the Parent Borrower No Loan Party will, nor will they it permit any other Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Junior FinancingIndebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Junior Financing, or any other payment (including any payment under any Swap Agreement) that has a substantially similar effect to any of the foregoingIndebtedness, except: (i) payment of Indebtedness created under the Loan Documents; (ii) payment of regularly scheduled interest and principal payments as, in the form of payment as and when due in respect of any Indebtedness, other than payments in respect ; (iii) refinancings of any Junior Financing prohibited Indebtedness to the extent permitted by Section 6.01; (iv) payment of secured Indebtedness that becomes due as a result of the subordination provisions thereofvoluntary sale or transfer of the property or assets securing such Indebtedness; and (iiv) repayments on, reductions of, forgiveness of or the conversion termination of the Parent Note so long as, in any Junior Financing case, after giving effect to Equity Interests (any such repayment, reduction, forgiveness or termination any other than Disqualified Equity Interests) of transactions to be consummated simultaneously therewith, there is no net cash outflow to Holdings from the Borrower or any of its direct or indirect parent companies or any Intermediate Parentother Loan Party.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Parent Borrower will, nor will they permit any Restricted Subsidiary or Intermediate Parent to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except: (i) each Restricted Subsidiary may make Restricted Payments to the Parent Borrower or any other Restricted Subsidiary; (ii) Holdings, any Intermediate Parent, the Parent Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the Equity Interests of such Person; provided that in the case of any such Restricted Payment by a Restricted Subsidiary that is not a wholly-owned Wholly Owned Subsidiary of the Parent Borrower, such Restricted Payment is made to the Parent Borrower, any Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity Interests; (iii) Restricted Payments made on the Effective Date to consummate the Transactions[Reserved]; (iv) repurchases of Equity Interests in Holdings (or Restricted Payments by Holdings to allow repurchases of Equity Interest Interests in any direct or indirect parent of Holdings), the Parent Borrower or any Restricted Subsidiary deemed to occur upon the exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants; (v) [Intentionally Omitted]Holdings may redeem, acquire, retire or repurchase its Equity Interests (or any options or warrants or stock appreciation rights issued with respect to any of such Equity Interests) (or make Restricted Payments to allow any of Holdings’ direct or indirect parent companies or any Employee Holding Vehicle to so redeem, retire, acquire or repurchase Equity Interests of Holdings or such entity) held by current or former officers, managers, consultants, directors and employees or their permitted transferees (or their respective estates, executors, trustees, administrators, heirs, legatees or distributes) of Holdings (or any direct or indirect parent thereof), the Borrower and the Restricted Subsidiaries, or held by any Employee Holding Vehicle for the benefit of any of the foregoing, upon the death, disability, retirement or termination of employment of any such Person or otherwise in accordance with any stock option or stock appreciation rights plan, any management, director and/or employee stock ownership or incentive plan, stock subscription plan, employment termination agreement or any other employment agreements or equity holders’ agreement, in an aggregate amount after the Closing Date together with the aggregate amount of loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (v) not to exceed $15,000,000 in any calendar year with unused amounts in any calendar year (including in any event the aggregate unused amount of carry-forward under the Existing Credit Agreement) being carried over to succeeding calendar years subject to a maximum of $30,000,000 in any calendar year (without giving effect to the following proviso); provided that such amount in any calendar year may be increased by an amount not to exceed the cash proceeds of key man life insurance policies received by the Borrower or its Restricted Subsidiaries after the Closing Date and not previously applied pursuant to this clause (v); (vi) so long as the Borrower and Holdings are each treated as a pass-through or disregarded entity (a “Flow-Through Entity”) for U.S. federal and state income tax purposes, Borrower may make distributions to Holdings and Holdings may make distributions to its members for Permitted Tax Distributions at such times and with respect to such periods as Tax Distributions (as defined in the Holdings LLC Agreement) are required to be made or designated pursuant to the Holdings LLC Agreement; provided that after an IPO, if Holdings is not a Flow-Through Entity, so long as Borrower is a Flow-Through Entity, Borrower may make Permitted Tax Distributions to Holdings on a quarterly basis and at the end of a Taxable Year (with the determination of the Permitted Tax Distributions to be made by substituting Borrower for Holdings in the applicable definitions); provided further that Restricted Payments under this clause (vi) in respect of any taxes attributable to the income of any Unrestricted Subsidiaries of the Borrower may be made only to the extent that such Unrestricted Subsidiaries have made cash payments for such purpose to the Borrower or its Restricted Subsidiaries; (vii) any Intermediate Parent, the Parent Borrower and the Restricted Subsidiaries may make Restricted Payments in cash to SMART Global Holdings, Inc., Holdings and any Intermediate Parent and, where applicable, Holdings and such Intermediate Parent may make Restricted Payments in cash in an aggregate amount not to exceed $1,000,000 after the Restatement Effective Date and prior to the first anniversary of the Restatement Effective Date and $200,000 for each year thereafter;cash: (A) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay its Tax liability to the relevant jurisdiction in respect of consolidated, combined, unitary or affiliated returns attributable to the income of the Parent Borrower and its Subsidiaries; provided that Restricted Payments made pursuant to this clause (a)(vi)(A) shall not exceed the Tax liability that the Parent Borrower and/or its Subsidiaries (as applicable) would have incurred were such Taxes determined as if such entity(ies) were a stand-alone taxpayer or a stand-alone group; and provided, further, that Restricted Payments under this clause (A) in respect of any Taxes attributable to the income of any Unrestricted Subsidiaries of the Parent Borrower may be made only to the extent that such Unrestricted Subsidiaries have made cash payments for such purpose to Parent Borrower or its Restricted Subsidiaries; (B) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) (1) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses payable to third parties) that are reasonable and customary and incurred in the ordinary course of business, in an aggregate amount together with the aggregate amount of loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (a)(vii)(A) not to exceed (x) $2,000,000 in any fiscal year occurring prior to the year in which an IPO occurs and (y) $4,000,0000 in any fiscal year occurring in the year in which an IPO occurs and in each fiscal year thereafter plus, in each case, any reasonable and customary indemnification claims made by directors or officers of Holdings (or any parent thereof) attributable to the ownership or operations of Holdings and the Restricted Subsidiaries or otherwise payable by Holdings pursuant to the Holdings LLC Agreement and (2) fees and expenses (x) due and payable by any of the Restricted Subsidiaries and (y) otherwise permitted to be paid (but not paid) by such Restricted Subsidiary under this Agreement; (CB) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) franchise Taxes taxes and other fees, Taxes, taxes and expenses, expenses required to maintain its corporate organizational existence; (DC) the proceeds of which shall be used by Holdings to make Restricted Payments permitted by Section 6.08(a)(iv) or Section 6.08(a)(v); (ED) [Intentionally Omitted]to finance any Investment permitted to be made pursuant to Section 6.04; andprovided that (A) such Restricted Payment shall be made substantially concurrently with the closing of such Investment and (B) Holdings or any Intermediate Parent shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests but not including any loans or advances made pursuant to Section 6.04(b)) to be contributed to the Borrower or the Restricted Subsidiaries or (2) the Person formed or acquired to merge into or consolidate with the Borrower or any of the Restricted Subsidiaries (to the extent such merger or consolidation is permitted under Section 6.03) in order to consummate such Investment, in each case in accordance with the requirements of Sections 5.11 and 5.12; (FE) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent thereof to pay) fees and expenses related to any equity or debt offering permitted by this Agreement; and (viiF) the proceeds of which shall be used to make payments permitted by clause (b)(iv) of this Section 6.08; (viii) in addition to the foregoing Restricted Payments and so long as (x) no Default shall have occurred and be continuing or would result therefrom and (y) the Borrower would be in compliance with the covenants set forth in Sections 6.12 and 6.13 on a Pro Forma Basis as of the end of the most recent Test Period for which financial statements are available (after giving Pro Forma Effect to such additional Restricted Payments), the Borrower and any Intermediate Parent may make additional Restricted Payments to any Intermediate Parent and Holdings the proceeds of which may be utilized by Holdings to make additional Restricted Payments or by Holdings or any Intermediate Parent to make any payments in respect of any Permitted Holdings Debt, in an aggregate amount, together with the aggregate amount of (1) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings made pursuant to Section 6.08(b)(iv) and (2) loans and advances made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (viii), not to exceed (x) $25,000,000 plus (y) at any time on or after the 2013 Third Quarter Financial Statements Delivery Date, the aggregate amount of the Net Proceeds of the issuance of, or contribution in respect of existing, Qualified Equity Interests, in each case to the extent contributed to the Borrower as cash common equity after the Closing Date (other than any such issuance or contribution made pursuant to Section 7.02 or any issuance to or contribution from a Restricted Subsidiary) that are Not Otherwise Applied plus (z) at any time on or after the 2013 Third Quarter Financial Statements Delivery Date, the amount of Cumulative Excess Cash Flow that is Not Otherwise Applied; (ix) redemptions in whole or in part of any of its Equity Interests for another class of its Equity Interests or with proceeds from substantially concurrent equity contributions or issuances of new Equity Interests; provided that such new Equity Interests contain terms and provisions at least as advantageous to the Lenders in all respects material to their interests as those contained in the Equity Interests redeemed thereby; (x) Restricted Payments made during the Pre-IPO Period that the Borrower, in good faith, determines are reasonably necessary to effectuate the IPO Reorganization Transactions; and (xi) in addition to the foregoing Restricted Payments, on the Closing Date, the Borrower and any Intermediate Parent may make additional Restricted Payments to any Intermediate Parent and Holdings the proceeds of which may be utilized by Holdings to make additional Restricted Payments; provided that the aggregate amount of all such Restricted Payments made pursuant to this clause (xi) shall not exceed $100,000,000. (b) Neither Holdings nor the Parent Borrower will, nor will they permit any other Restricted Subsidiary or Intermediate Parent to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Junior Financing, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Junior Financing, or any other payment (including any payment under any Swap Agreement) that has a substantially similar effect to any of the foregoing, except: (i) payment of regularly scheduled interest and principal payments as, in the form of payment as and when due in respect of any Indebtedness, other than payments in respect of any Junior Financing prohibited by the subordination provisions thereof; and; (ii) refinancings of Indebtedness to the extent permitted by Section 6.01; (iii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parent companies or any Intermediate Parent; and (iv) so long as (x) no Default shall have occurred and be continuing or would result therefrom and (y) the Borrower would be in compliance with the covenants set forth in Sections 6.12 and 6.13 on a Pro Forma Basis as of the end of the most recent Test Period for which financial statements are available (after giving Pro Forma Effect to such prepayments, redemptions, purchases, defeasances and other payments), prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount, together with the aggregate amount of (1) Restricted Payments made pursuant to clause (a)(viii) and (2) loans and advances made pursuant to Section 6.04(l) in lieu thereof not to exceed the sum of (x) $25,000,000 plus (y) at any time on or after the 2013 Third Quarter Financial Statements Delivery Date, the amount of the Net Proceeds of issuances of, or contributions in respect of existing, Qualified Equity Interests, in each case to the extent contributed to the Borrower as cash common equity after the Closing Date (other than any such issuance or contribution made pursuant to Section 7.02 or any issuance to or contribution from a Restricted Subsidiary) that are Not Otherwise Applied plus (z) at any time on or after the 2013 Third Quarter Financial Statements Delivery Date, the amount of Cumulative Excess Cash Flow that is Not Otherwise Applied.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the The Parent Borrower willwill not, nor and will they not permit any Restricted Subsidiary to, declare or Intermediate Parent make, or agree to pay or make, directly or indirectly, any Restricted Payment, except: or incur any obligation (contingent or otherwise) to do so, except (i) each Restricted Subsidiary the Parent Borrower may declare and pay dividends with respect to its common or preferred stock payable solely in additional shares of its common or preferred stock, respectively, (ii) Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iii) the Parent Borrower may make Restricted Payments Payments, not exceeding $1,000,000 during any fiscal year, pursuant to the Parent Borrower and in accordance with stock option plans or any other Restricted Subsidiary; (ii) Holdings, any Intermediate Parent, benefit plans for management or employees of the Parent Borrower and each Restricted Subsidiary the Subsidiaries, (iv) the Parent Borrower may declare repurchase capital stock of the Parent Borrower owned by former employees of the Parent Borrower and make dividend payments the Subsidiaries or other distributions payable solely their assigns, estates and heirs, at a price not in excess of fair market value determined in good faith by the Equity Interests Board of such Person; provided that in the case of any such Restricted Payment by a Restricted Subsidiary that is not a wholly-owned Subsidiary Directors of the Parent Borrower, in an aggregate amount during any fiscal year of the Parent Borrower not in excess of the sum of (A) $1,000,000 plus (B) the Net Proceeds received by the Parent Borrower during such Restricted Payment is made fiscal year from the issuance of its capital stock to employees of the Parent Borrower and the Subsidiaries, (v) the Parent Borrower may repurchase shares of its capital stock from stockholders who were stockholders of the Parent Borrower immediately prior to the Recapitalization, at a price not in excess of fair market value determined in good faith by the Board of Directors of the Parent Borrower, in an aggregate amount not in excess of $1,000,000 during any Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests fiscal year of the relevant class Parent Borrower, (vi) upon the occurrence of Equity Interests; an IPO (iii) Restricted Payments made as defined in the Restated Certificate of Incorporation as in effect on the Effective Date to consummate the Transactions; (iv) repurchases of Equity Interests in Holdings (or Restricted Payments by Holdings to allow repurchases of Equity Interest in any direct or indirect parent of HoldingsDate), the Parent Borrower may (A) redeem all or any Restricted Subsidiary deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise Series A-1 Preferred Stock in accordance with Section 3B of the Restated Certificate of Incorporation as in effect on the Effective Date for an aggregate redemption price not in excess of the Net Proceeds received by the Parent Borrower from such options IPO (as defined in the Restated Certificate of Incorporation as in effect on the Effective Date) or warrants; (vB) [Intentionally Omitted]; convert all or a portion of the Preferred Stock into common stock of the Parent Borrower in accordance with Section 3C of the Restated Certificate of Incorporation as in effect on the 83 Effective Date, (vivii) any Intermediate Parentto the extent permitted by Section 6.01(a)(x), the Parent Borrower and the Restricted Subsidiaries may make Restricted Payments exchange, in cash to SMART Global Holdings, Inc., Holdings and any Intermediate Parent and, where applicable, Holdings and such Intermediate Parent may make Restricted Payments in cash in an aggregate amount not to exceed $1,000,000 after the Restatement Effective Date and prior to the first anniversary accordance with Section 4 of Article II of the Restatement Restated Certificate of Incorporation as in effect on the Effective Date Date, the Series A-1 Preferred Stock for the Junior Subordinated Exchange Notes and $200,000 (viii) in connection with the exercise of any warrants for each year thereafter; (A) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay its Tax liability to the relevant jurisdiction in respect of consolidated, combined, unitary or affiliated returns attributable to the income common stock of the Parent Borrower and its Subsidiaries; provided that Restricted Payments made issued pursuant to this clause (a)(vi)(A) shall not exceed the Tax liability that the Parent Borrower and/or its Subsidiaries Warrant Agreement (as applicable) would have incurred were such Taxes determined as if such entity(ies) were a stand-alone taxpayer or a stand-alone group; and provideddefined in the Subordinated Note Purchase Agreement), further, that Restricted Payments under this clause (A) in respect of any Taxes attributable to the income of any Unrestricted Subsidiaries of the Parent Borrower may be made only to accept any such warrants surrendered by the extent that holder thereof as partial payment for the aggregate exercise price for all such Unrestricted Subsidiaries have made cash payments for warrants being exercised by such purpose to Parent Borrower or its Restricted Subsidiaries; (B) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) its operating expenses incurred holder in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses payable to third parties) that are reasonable and customary and incurred in the ordinary course of business; (C) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) franchise Taxes and other fees, Taxes, and expenses, required to maintain its corporate existence; (D) the proceeds of which shall be used by Holdings to make Restricted Payments permitted by Section 6.08(a)(iv); (E) [Intentionally Omitted]; and (F) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent thereof to pay) fees and expenses related to any equity or debt offering permitted by this Agreement; and (vii) redemptions in whole or in part of any of its Equity Interests for another class of its Equity Interests or connection with proceeds from substantially concurrent equity contributions or issuances of new Equity Interests; provided that such new Equity Interests contain terms and provisions at least as advantageous to the Lenders in all respects material to their interests as those contained in the Equity Interests redeemed therebysurrender. (b) Neither Holdings nor the The Parent Borrower willwill not, nor and will they not permit any other Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Junior FinancingIndebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation cancelation or termination of any Junior Financing, or any other payment (including any payment under any Swap Agreement) that has a substantially similar effect to any of the foregoingIndebtedness, except: (i) payment of Indebtedness created under the Loan Documents; (ii) payment in full of the Subordinated Bridge Debt and all other amounts due under the Subordinated Note Purchase Agreement and the other Subordinated Debt Documents relating to the Subordinated Bridge Debt upon the issuance and from the Net Proceeds of (A) the Subordinated Refinancing Debt or (B) Equity Interests of the Parent Borrower issued after the Effective Date, or capital contributions to the Parent Borrower after the Effective Date, other than the Equity Financing and any such issuance of Equity Interests to, or receipt of such capital contributions from, any Subsidiary; (iii) payment of regularly scheduled interest and principal payments as, in the form of payment as and when due in respect of any Indebtedness, other than (A) payments in respect of any the Subordinated Debt or the Junior Financing Subordinated Exchange Notes prohibited by the subordination provisions thereofthereof and (B) any other payment in respect of the Junior Subordinated Exchange Notes, except for regularly scheduled interest payments in the form of additional Junior Subordinated Exchange Notes as provided in clause (i) of the last sentence of Section 2(a) of the form of Junior Subordinated Exchange Notes annexed to the Restated Certificate of Incorporation as in effect on the Effective Date; (iv) refinancings of Indebtedness to the extent permitted by Section 6.01; and (iiv) payment of secured Indebtedness that becomes due as a result of the conversion voluntary sale or transfer of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings the property or any of its direct or indirect parent companies or any Intermediate Parentassets securing such Indebtedness.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Parent Borrower will, nor will they permit any Restricted Subsidiary or Intermediate Parent to shall not pay or make, directly or indirectly, any Restricted Payment, exceptexcept that: (i) each Restricted Subsidiary Parent may make Restricted Payments pay for the repurchase, redemption, retirement or other acquisition or retirement for value of Capital Stock of Parent held by any Permitted Payee: (A) [reserved]; (B) with the proceeds of any sale or issuance of, or of any capital contribution in respect of, the Capital Stock of Parent; plus (C) with the proceeds of any key-man life insurance policies; plus (D) with the amount of any Cash bonuses otherwise payable to any Permitted Payee that are foregone in exchange for the receipt of Capital Stock of Parent Borrower or pursuant to any other Restricted Subsidiarycompensation, arrangement including any deferred compensation plan; (ii) HoldingsParent may make Restricted Payments in an amount not to exceed (A) the portion, any Intermediate Parentif any, of the Available Amount on such date that Parent Borrower and each Restricted Subsidiary may declare and make dividend payments elects to apply to this clause (ii)(A) plus (B) the portion, if any, of the Available Excluded Contribution Amount on such date that Parent elects to apply to this clause (ii)(B) (plus, without duplication of amounts referred to in this clause (B), in an amount equal to the Net Proceeds from a Disposition of property or other distributions payable solely in assets acquired after the Equity Interests Closing Date, if the acquisition of such Person; provided that in the case of any such Restricted Payment by a Restricted Subsidiary that is not a wholly-owned Subsidiary of the Parent Borrower, such Restricted Payment is made to the Parent Borrower, any Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity Interestsproperty or assets was financed with Available Excluded Contribution Amounts); (iii) Restricted Payments made on the Effective Date to consummate the Transactions[reserved]; (iv) repurchases of Equity Interests in Holdings Parent may repurchase, redeem, acquire or retire Capital Stock upon (or Restricted Payments by Holdings to allow repurchases of Equity Interest make provisions for withholdings in any direct or indirect parent of Holdings), connection with) the Parent Borrower or any Restricted Subsidiary deemed to occur upon exercise of stock warrants, options or warrants other securities convertible into or exchangeable for Capital Stock if such Equity Interests represent Capital Stock represents all or a portion of the exercise price of of, or tax withholdings with respect to, such warrants, options or warrantsother securities convertible into or exchangeable for Capital Stock as part of a “cashless” exercise; (v) [Intentionally Omitted]Parent may make Restricted Payments the proceeds of which are applied on the Closing Date, solely to effect the consummation of the Transactions; (vi) any Intermediate Parent, the Parent Borrower and the Restricted Subsidiaries may make Restricted Payments in cash to SMART Global Holdings, Inc., Holdings and any Intermediate Parent and, where applicable, Holdings and such Intermediate Parent may make Restricted Payments with respect to any Capital Stock in cash an amount in any given Fiscal Year not to exceed (A) the greater of (x) $75,000,000 and (y) an amount equal to 6% of the Market Capitalization of Parent at the time of declaration thereof minus (B) any utilization of the Available RP Capacity Amount in reliance on unused capacity under immediately preceding clause (A); (vii) Parent may make Restricted Payments to (i) redeem, repurchase, defease, discharge, retire or otherwise acquire any Capital Stock (“Treasury Capital Stock”) of Parent and/or any Restricted Subsidiary in exchange for, or out of the proceeds of the substantially concurrent sale (other than to Parent and/or any Restricted Subsidiary) of, Qualified Capital Stock of Parent in respect of Qualified Capital Stock (“Refunding Capital Stock”) and (ii) declare and pay dividends on any Treasury Capital Stock out of the proceeds of the substantially concurrent sale or issuance (other than to Parent or a Restricted Subsidiary) of any Refunding Capital Stock; (viii) to the extent constituting a Restricted Payment, Parent may consummate any transaction permitted by Section 6.06 (other than Section 6.06(j)), Section 6.07 (other than Section 6.07(g)) and Section 6.09 (other than Section 6.09(d)); (ix) Parent may make additional Restricted Payments in an aggregate amount not to exceed (A) the greater of $1,000,000 after the Restatement Effective Date 230,000,000 and prior to the first anniversary 35% of Consolidated Adjusted EBITDA as of the Restatement Effective Date and $200,000 for each year thereafterlast day of the most recently ended Test Period minus (B) any utilization of the Available RP Capacity Amount in reliance on unused capacity under immediately preceding clause (A); (Ax) Parent may pay any dividend or other distribution or consummate any redemption within 60 days after the date of the declaration thereof or the provision of a redemption notice with respect thereto, as the case may be, if at the date of such declaration or notice, the dividend, distribution or redemption contemplated by such declaration or redemption notice would have complied with the provisions of this Section 6.04(a); (xi) Parent may make any Restricted Payment constituting the distribution or payment of Receivables Fees; (xii) Parent may make additional Restricted Payments so long as, as measured at the time provided for in Section 1.04(e), (i) the Total Leverage Ratio would not exceed 4.00:1.00, calculated on a Pro Forma Basis and (ii) there shall exist no Specified Event of Default hereunder; (xiii) [reserved]; (xiv) For any taxable period for which Parent and/or any of its Subsidiaries or joint ventures are members of a consolidated, combined or similar income tax group for U.S. federal and/or applicable state or local income tax purposes (a “Tax Group”), Parent and each of its Subsidiaries may make additional Restricted Payments the proceeds of which shall be used by Holdings the common parent of such Tax Group to pay the portion of any U.S. federal, state or local income Taxes of such Tax Group, or any Intermediate Parent to pay its Tax liability to the relevant jurisdiction franchise taxes imposed in respect of consolidatedlieu thereof, combined, unitary or affiliated returns for such taxable period that are attributable to the income of the Parent Borrower and its Subsidiaries; provided that Restricted Payments made pursuant to this clause (a)(vi)(A) shall not exceed the Tax liability that the Parent Borrower and/or its Subsidiaries (as applicable) would have incurred were such Taxes determined as if such entity(ies) were a stand-alone taxpayer or a stand-alone group; and provided, further, that Restricted Payments under this clause (A) in respect of any Taxes attributable to the income of any Unrestricted Subsidiaries of the Parent Borrower may be made only to the extent that such Unrestricted Subsidiaries have made cash payments for such purpose to Parent Borrower or its Restricted Subsidiaries; (B) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses joint ventures (including administrative, legal, accounting pursuant to any Tax sharing agreement entered into by Parent and similar expenses payable to third parties) that are reasonable and customary and incurred in the ordinary course any of business; (C) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) franchise Taxes and other fees, Taxes, and expenses, required to maintain its corporate existence; (D) the proceeds of which shall be used by Holdings to make Restricted Payments permitted by Section 6.08(a)(ivSubsidiaries); (Exv) [Intentionally Omittedreserved]; (xvi) Parent may make a distribution, by dividend or otherwise, of the Capital Stock of, or debt owed to any Loan Party or any Restricted Subsidiary by, any Unrestricted Subsidiary (or a Restricted Subsidiary that owns one or more Unrestricted Subsidiaries, provided that such Restricted Subsidiary owns no other material assets other than Capital Stock of one or more Unrestricted Subsidiaries); provided that any such Capital Stock or debt that represents an Investment by Parent or any Restricted Subsidiary shall be deemed to continue to charge (as utilization) the respective clause under Section 6.06 pursuant to which such Investment was made; (xvii) Parent may make payments and distributions to satisfy dissenters’ rights (including in connection with, or as a result of, the exercise of appraisal rights and the settlement of any claims or actions (whether actual, contingent or potential) in respect thereof), pursuant to or in connection with any acquisition, merger, consolidation, amalgamation or Disposition that complies with Section 6.07 or any other transaction permitted hereunder; (xviii) Parent may make a Restricted Payment to holders of any class or series of Disqualified Capital Stock of Parent that is issued in accordance with Section 6.01; and (Fxix) the proceeds Parent may make a Restricted Payment in respect of which shall be used by Holdings withholding or any Intermediate Parent to pay (similar U.S. or to make Restricted Payments to allow any direct or indirect parent thereof to pay) fees and expenses related non-U.S. Taxes with respect to any equity Permitted Payee’s compensation and/or any repurchases of Capital Stock in consideration of such payments, including deemed repurchases in connection with the exercise of stock options or debt offering permitted by this Agreement; and (vii) redemptions in whole the issuance of restricted stock units or in part of any of its Equity Interests for another class of its Equity Interests or with proceeds from substantially concurrent equity contributions or issuances of new Equity Interests; provided that such new Equity Interests contain terms and provisions at least as advantageous to the Lenders in all respects material to their interests as those contained in the Equity Interests redeemed therebysimilar stock-based awards. (b) Neither Holdings nor the Parent Borrower willshall not, nor will they shall it permit any other Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether prepayment in cash, securities or other property) of Cash on or in respect of principal of or interest on any Junior Financing, or any payment or other distribution (whether in cash, securities or other property)Restricted Debt, including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Junior FinancingRestricted Debt more than one year prior to the scheduled maturity date thereof (collectively, or any other payment (including any payment under any Swap Agreement) that has a substantially similar effect to any of the foregoing“Restricted Debt Payments”), except: (i) payment any refinancing, purchase, defeasance, redemption, repurchase, repayment or other acquisition or retirement of any Restricted Debt made by exchange for, or out of the proceeds of, Refinancing Indebtedness permitted by Section 6.01; (ii) payments as part of, or to enable another Person to make, an “applicable high yield discount obligation” catch-up payment; (iii) payments of regularly scheduled principal and interest and principal payments asof fees, in the form of payment expenses and indemnification obligations as and when due in respect of any Indebtedness, (other than payments in with respect of any to Junior Financing Indebtedness that are prohibited by the subordination provisions thereof); (iv) additional Restricted Debt Payments in an aggregate amount not to exceed (A)(1) the greater of (x) $230,000,000 and (y) 35% of Consolidated Adjusted EBITDA as of the last day of the most recently ended Test Period minus (2) any utilization of the Available RDP Capacity Amount in reliance on unused capacity under the immediately preceding clause (A)(1) plus (B) the Available RP Capacity Amount; (A) Restricted Debt Payments in exchange for, or with proceeds of any issuance of, Qualified Capital Stock of Parent and/or any Restricted Subsidiary and/or any capital contribution in respect of Qualified Capital Stock of Parent or any Restricted Subsidiary (other than issuances to or contributions by Parent or any Restricted Subsidiaries), (B) Restricted Debt Payments as a result of the conversion of all or any portion of any Restricted Debt into Qualified Capital Stock of Parent and/or any Restricted Subsidiary and (C) to the extent constituting a Restricted Debt Payment, payment-in-kind interest with respect to any Restricted Debt that is permitted under Section 6.01; (vi) Restricted Debt Payments in an aggregate amount not to exceed (A) the portion, if any, of the Available Amount on such date that Parent elects to apply to this clause (vi)(A) plus (B) the portion, if any, of the Available Excluded Contribution Amount on such date that Parent elects to apply to this clause (vi)(B) (plus, without duplication of amounts previously referred to in this clause (B), in an amount equal to the Net Proceeds from a Disposition of property or assets acquired after the Closing Date, if the acquisition of such property or assets was financed solely with Available Excluded Contribution Amounts); and (vii) additional Restricted Debt Payments so long as, as measured at the time provided for in Section 1.04(e), (i) the Total Leverage Ratio would not exceed 4.00:1.00, calculated on a Pro Forma Basis and (ii) the conversion there shall exist no Specified Event of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parent companies or any Intermediate ParentDefault.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Parent The Borrower willwill not, nor will they it permit any Restricted Subsidiary to, declare or Intermediate Parent make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except: (i) each the Restricted Subsidiary Subsidiaries may declare and pay dividends or make other distributions ratably with respect to their Equity Interests; (ii) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in shares of Qualified Equity Interests; (iii) the Borrower may make Restricted Payments, not exceeding, taken together with the aggregate principal amount of all Indebtedness incurred under Section 6.01(xiv) during such fiscal year, $20,000,000 during any fiscal year, pursuant to and in accordance with stock option plans or other benefit plans approved by Holdings’, any direct or indirect parent’s of Holdings or the Borrower’s board of directors for former or current management, directors, Franchisees or employees of Holdings, any direct or indirect parent of Holdings, the Borrower or any of the Restricted Subsidiaries; (iv) the Borrower may make Restricted Payments to Holdings at such times and in such amounts (A) not exceeding $5,000,000 during any fiscal year, as shall be necessary to permit Holdings or any direct or indirect parent of Holdings to discharge its general corporate and overhead (including franchise taxes and directors fees and, following the completion of an IPO, costs and expenses necessary for or incidental to Holdings’s or any direct or indirect parent of Holdings continued existence as a public company) expenses incurred in the ordinary course and other permitted liabilities, (B) as shall be necessary to pay the Tax liabilities of Holdings or any direct or indirect parent of Holdings directly attributable to (or arising as a result of) the operations of the Borrower and the Subsidiaries and (C) to the extent of amounts paid by Unrestricted Subsidiaries to the Borrower or any Restricted Subsidiary, as shall be necessary to pay the Tax liabilities of or allocable to Unrestricted Subsidiaries, provided, however, that (1) the amount of Restricted Payments pursuant to clause (B) of this clause (iv) shall not exceed the amount that the Borrower and the Restricted Subsidiaries would be required to pay in respect of Federal, State and local taxes were the Borrower and the Restricted Subsidiaries to pay such taxes as stand-alone taxpayers and (2) all Restricted Payments made to Holdings pursuant to this clause (iv) are used by Holdings or any direct or indirect parent of Holdings for the purposes specified herein within five Business Days after Holdings’s or such parent’s receipt thereof; (v) the Borrower may make Restricted Payments to the Parent Borrower extent necessary to permit Holdings or any other Restricted Subsidiarydirect or indirect parent of Holdings to make payments of or on account of (A) management, consulting, investment banking and advisory fees and (B) reimbursement of out-of-pocket costs and expenses incurred in connection with management, consulting, investment banking and advisory services, in each case to the Sponsors or Sponsor Affiliates to the extent permitted by Section 6.09, provided that no Default shall have occurred and be continuing or would result therefrom; (iivi) Holdingson or after July 1, any Intermediate Parent2011, the Parent Borrower and each Restricted Subsidiary may declare and make dividend payments pay dividends and distributions to Holdings up to an amount not to exceed the Available Amount, provided that (x) at the time of any such dividend, distribution, repurchase, redemption or other distributions payable solely in retirement, no Default shall have occurred and be continuing or would result therefrom, (y) at the Equity Interests time of such Person; provided that dividend, distribution, repurchase, redemption or retirement and after giving effect thereto and to any borrowing in connection therewith, the Borrower complies, on a Pro Forma Basis, with the covenants set out in Sections 6.12 and 6.13 and (z) in the case of any such Restricted Payment in an amount in excess of $15,000,000, the Borrower has delivered to the Administrative Agent a certificate of a Financial Officer, together with all relevant financial information reasonably requested by a Restricted Subsidiary that is not a wholly-owned Subsidiary the Administrative Agent, demonstrating the calculation of the Parent BorrowerAvailable Amount; (vii) [Reserved.] (viii) the Borrower may make Restricted Payments to Holdings in such amounts as shall be necessary to pay out-of-pocket legal, such Restricted Payment is made to the Parent Borroweraccounting and filing fees, any Restricted Subsidiary costs and to each other owner expenses incurred in connection with a proposed offering of Qualified Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity Interests; (iii) Restricted Payments made on the Effective Date to consummate the Transactions; (iv) repurchases of Equity Interests in Holdings (or Restricted Payments by Holdings to allow repurchases of Equity Interest in any direct or indirect parent of Holdings), the Parent Borrower provided that no Default shall have occurred and be continuing or any Restricted Subsidiary deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrantswould result therefrom; (vix) [Intentionally OmittedReserved.]; (vix) any Intermediate Parent, [Reserved.] (xi) the Parent Borrower and the Restricted Subsidiaries may make Restricted Payments in cash to SMART Global Holdings, Inc., Holdings and any Intermediate Parent and, where applicable, Holdings and such Intermediate Parent may make Restricted Payments in cash in an aggregate amount not necessary to exceed $1,000,000 after the Restatement Effective Date and prior to the first anniversary of the Restatement Effective Date and $200,000 for each year thereafter; (A) the proceeds of which shall be used by enable Holdings or any Intermediate Parent to pay its Tax liability to the relevant jurisdiction in respect of consolidated, combined, unitary or affiliated returns attributable to the income of the Parent Borrower and its Subsidiaries; provided that Restricted Payments made pursuant to this clause (a)(vi)(A) shall not exceed the Tax liability that the Parent Borrower and/or its Subsidiaries (as applicable) would have incurred were such Taxes determined as if such entity(ies) were a stand-alone taxpayer or a stand-alone group; and provided, further, that Restricted Payments under this clause (A) in respect of any Taxes attributable to the income of any Unrestricted Subsidiaries of the Parent Borrower may be made only to the extent that such Unrestricted Subsidiaries have made cash payments for such purpose to Parent Borrower or its Restricted Subsidiaries; (B) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) its operating expenses incurred make required payments in the ordinary course respect of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses payable to third parties) that are reasonable and customary and incurred in the ordinary course of business; (C) the proceeds of which shall be used Disqualified Equity Interests or Subordinated Debt issued by Holdings or any Intermediate Parent direct or indirect parent of Holdings, provided that (i) such payments are permitted (x) in the case of Disqualified Equity Interests, by another clause of this Section 6.08 or (y) in the case of Subordinated Debt, by paragraph (b) of this Section 6.08 and (ii) Holdings or such parent promptly applies such proceeds in the manner required by such Disqualified Equity Interests or Subordinated Debt; (xii) the Borrower or any Restricted Subsidiary may acquire, redeem or retire any Equity Interests of any other Subsidiary provided that such acquisition, redemption or retirement is permitted pursuant to pay Sections 6.03 and 6.04; and (xiii) substantially concurrently with an IPO, and in any event, no later than 30 Business Days following the issue or transfer of Equity Interests pursuant to such IPO, the Borrower may make Restricted Payments to allow Holdings to the extent necessary to permit Holdings or any direct or indirect parent of Holdings to pay) franchise Taxes and other feesmake the payment of the fees permitted to be paid pursuant to Section 6.09(ix)(B), Taxes, and expenses, required to maintain its corporate existence; (D) the proceeds of which shall be used by Holdings to make Restricted Payments permitted by Section 6.08(a)(iv); (E) [Intentionally Omitted]; and (F) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent thereof to pay) fees and expenses related to any equity or debt offering permitted by this Agreement; and (vii) redemptions in whole or in part of any of its Equity Interests for another class of its Equity Interests or with proceeds from substantially concurrent equity contributions or issuances of new Equity Interests; provided that (A) no Default shall have occurred and be continuing or would result therefrom and (B) at the time of such new Equity Interests contain terms payment and provisions at least as advantageous to after giving effect thereto, the Lenders Borrower complies, on a Pro Forma Basis, with the covenants set out in all respects material to their interests as those contained in the Equity Interests redeemed therebySections 6.12 and 6.13. (b) Neither Holdings nor the Parent The Borrower willwill not, nor will they it permit any other Restricted Subsidiary to, make or agree to pay or make, directly or indirectlyindirectly (other than agreeing to customary provisions in respect of repayment and repurchase upon asset sales in the Senior Note Documents or any Subordinated Debt Documents), any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on the Senior Notes or any Junior FinancingSubordinated Debt, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation cancelation or termination of the Senior Notes or any Junior FinancingSubordinated Debt, or any other payment (including any payment under any Swap Agreement) that has a substantially similar effect to any of the foregoing, except: (i) payment of regularly scheduled interest, any accrued and unpaid interest and original issue discount, if any, on the Senior Notes and any Subordinated Debt to the extent needed under the Code and applicable United States Treasury Regulations so as to cause the Senior Notes and any Subordinated Debt to not be treated as having been issued with “significant original issue discount” within the meaning of Section 163(i)(2) of the Code, and principal payments as, in the form of payment and when due in respect of the Senior Notes and any IndebtednessSubordinated Debt, payments due upon a change of control under the Senior Notes or any Subordinated Debt or upon acceleration of the maturity of the Senior Notes or any Subordinated Debt, in each case other than payments in respect of any Junior Financing Subordinated Debt prohibited by the subordination provisions thereof; (ii) refinancings of Indebtedness to the extent permitted by Section 6.01; (iii) payment or other distribution in respect of principal or interest on, or payment or other distribution on account of the purchase, redemption, retirement, acquisition, cancelation or termination of, the Senior Notes or any Subordinated Debt, in each case in exchange for, or out of the Net Proceeds of, the substantially concurrent sale of Qualified Equity Interests of Holdings or any direct or indirect parent of Holdings; and (iiiv) on or after July 1, 2011, payments or other distributions in an amount not to exceed the conversion Available Amount, provided that (x) at the time of any Junior Financing such payment or other distribution, no Default shall have occurred and be continuing or would result therefrom, (y) at the time of such payment or other distribution and after giving effect thereto and to Equity Interests any borrowing in connection therewith, the Borrower complies, on a Pro Forma Basis, with the covenants set out in Sections 6.12 and 6.13 and (z) in the case of any such payment or other than Disqualified Equity Interests) distribution in an amount in excess of Holdings or any $15,000,000, the Borrower has delivered to the Administrative Agent a certificate of its direct or indirect parent companies or any Intermediate Parenta Financial Officer, together with all relevant financial information reasonably requested by the Administrative Agent, demonstrating the calculation of the Available Amount.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the The Parent Borrower willwill not, nor and will they not permit any Restricted Subsidiary or Intermediate Parent to pay to, declare or make, directly or indirectly, any Restricted Payment, except: (i) each such Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its Equity Interests; (ii) Restricted Subsidiaries may declare and pay Restricted Payments with respect to their Equity Interests (provided that if such Restricted Subsidiary is not directly or indirectly wholly owned by the Parent Borrower, such dividends must be made on a pro rata basis to the holders of its Equity Interests or on a greater than ratable basis to the extent such greater payments are made solely to the Parent Borrower or a Restricted Subsidiary); (iii) to the extent constituting Restricted Payments, the Parent Borrower and its Restricted Subsidiaries may enter into transactions expressly permitted by Sections 6.03, 6.04, 6.05 or 6.07; (iv) repurchases by the Parent Borrower of partial interests in its Equity Interests for nominal amounts which are required to be repurchased in connection with the exercise of stock options or warrants to permit the issuance of only whole shares of Equity Interests; (v) the Parent Borrower may pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Parent Borrower or any Parent Company (including related stock appreciation rights or similar securities) held by any future, present or former director, officer, member of management, employee or consultant of any Parent Company, the Parent Borrower or any of its Subsidiaries (or the estate, heirs, family members, spouse, former spouse, domestic partner or former domestic partner of any of the foregoing); provided that (A) at the time of any such repurchase, retirement or other acquisition or retirement for value no Event of Default has occurred and is continuing or would result therefrom, (B) the aggregate amount of Restricted Payments made under this clause (v) in any Fiscal Year does not exceed (x) $15,000,000 (the “Yearly Limit”) plus (y) the portion of the Yearly Limit from each of the immediately preceding four (4) Fiscal Years which was not expended by the Parent Borrower for Restricted Payments in such Fiscal Years (the “Carryover Amount” and in calculating the Carryover Amount for any Fiscal Year, the Yearly Limit applicable to the previous fiscal years shall be deemed to have been utilized first by any Restricted Payments made under this clause (v) in such Fiscal Year) plus (z) an amount equal to the cash proceeds from the sale of Equity Interests to directors, officers, members of management, employees or consultants of any Parent Company, the Parent Borrower or of its Subsidiaries (or the estate, heirs, family members, spouse or former spouse of any of the foregoing) in such Fiscal Year; (vi) the repurchase of Equity Interests of the Parent Borrower (or of any Parent Company) that occurs upon the cashless exercise of stock options, warrants or other convertible securities as a result of the Parent Borrower or such Parent Company accepting such options, warrants or other convertible securities as satisfaction of the exercise price of such Equity Interests; (vii) the Parent Borrower and its Restricted Subsidiaries may pay (or may make Restricted Payments to allow a Parent Company to pay) cash payments in lieu of fractional shares in connection with (i) any dividend, split or combination of its Equity Interests or any Permitted Acquisition (or similar Investment) or (ii) the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of the Parent Borrower or any of its Subsidiaries; (viii) repurchase of Equity Interests deemed to occur upon the non-cash exercise of Equity Interests to pay Taxes; (ix) the Parent Borrower and its Restricted Subsidiaries may make Restricted Payments in an aggregate amount not to exceed the Available Amount; provided that (A) no Event of Default shall exist or result therefrom and (B) the Total Net Leverage Ratio on a Pro Forma Basis as of the end of the most recent Test Period is less than or equal to 4.50:1.00, in each case determined, at the election of the Parent Borrower, at the time of (x) declaration of such Restricted Payment or (y) the making or consummation, as applicable, of such Restricted Payment; (x) the Parent Borrower and its Restricted Subsidiaries may make Restricted Payments in an aggregate amount in any Fiscal Year not to exceed the greater of $30,000,000 and 20% of Adjusted EBITDA (as determined at the time any such Restricted Payment is made (calculated on a Pro Forma Basis) as of the last day of the most recently ended Test Period on or prior to the date of determination), it being agreed that the Parent Borrower shall be permitted to carry forward unused amounts to subsequent Fiscal Years; provided that as of the date of any such Restricted Payment and after giving effect thereto, the Parent Borrower shall be in compliance with the Financial Covenant on a Pro Forma Basis for the most recently ended Test Period and no Event of Default shall exist or result therefrom; (xi) the Parent Borrower and its Restricted Subsidiaries may make Restricted Payments if the Total Net Leverage Ratio on a Pro Forma Basis as of the end of the most recent Test Period is less than or equal to 3.75:1.00; provided that no Event of Default shall exist or result therefrom; (xii) [Reserved] (xiii) Restricted Payments made on or after the Closing Date relating to the Transactions; (xiv) any Borrower may make Restricted Payments in an amount not to exceed the amount of Excluded Contributions previously received by the Parent Borrower Not Otherwise Applied; (xv) the Parent Borrower and its Restricted Subsidiaries may make additional Restricted Payments to any Parent Company the proceeds of which shall be used by any Parent Company to (i)(x) pay Taxes (including franchise Taxes) and (y) make payments to the holders of its Equity Interests, which aggregate amount in the case of this clause (i) shall not exceed the amount of Taxes that would be due as if the Parent Borrower and its Restricted Subsidiaries had computed such Taxes as if the Parent Borrower and its Restricted Subsidiaries filed a consolidated, combined, unitary or similar type return with Parent Borrower as the consolidated parent, without regard to tax deductions attributable to any Parent Company; provided clause (i) shall only apply in the event that the Parent Borrower files a consolidated, combined, unitary or similar type tax return with any Parent Company, (ii) pay other fees and expenses required to maintain its (or any of its direct or indirect parents’) corporate existence, in each case of clauses (i) and (ii), to the extent such Taxes, fees or expenses are attributable to the ownership or operations of the Parent Borrower and its Subsidiaries, provided that any such distributions attributable to Taxes of an Unrestricted Subsidiary shall not exceed any corresponding payments actually made by such Unrestricted Subsidiary to the Parent Borrower or any other Restricted Subsidiary; (ii) Holdings, any Intermediate Parent, the Parent Borrower and each Restricted Subsidiary may declare for such purpose, (iii) pay customary salary, bonus, severance and make dividend payments or other distributions benefits payable solely in the Equity Interests to, and indemnities provided on behalf of, directors, officers, employees, members of management and consultants of such PersonPersons and (iv) pay costs, fees and expenses related to any equity (including after a Qualifying IPO, Public Company Costs) or debt offering permitted by this Agreement (whether or not successful); provided that in the case of clauses (iii) and (iv), such amount shall be solely for the account of such items that relate to Parent Company’s ownership and management of the Parent Borrower and its Restricted Subsidiaries; (xvi) the Parent Borrower may make Restricted Payments to any Parent Company to finance any Investment permitted to be made pursuant to Section 6.04; provided that (A) such Restricted Payment by a Restricted Subsidiary that is not a wholly-owned Subsidiary of shall be made substantially concurrently with the Parent Borrower, such Restricted Payment is made to the Parent Borrower, any Restricted Subsidiary and to each other owner of Equity Interests closing of such Restricted Subsidiary based on their relative ownership interests of Investment and (B) such Persons shall, promptly following the relevant class of closing thereof, cause (1) all property acquired (whether assets or Equity Interests; (iii) Restricted Payments made on the Effective Date to consummate the Transactions; (iv) repurchases of Equity Interests in Holdings (or Restricted Payments by Holdings be contributed to allow repurchases of Equity Interest in any direct or indirect parent of Holdings), the Parent Borrower or any a Restricted Subsidiary deemed or (2) the merger, amalgamation, consolidation or sale of all or substantially all assets (to occur upon exercise of stock options or warrants if such Equity Interests represent a portion the extent permitted in Section 6.03) of the exercise price Person formed or acquired into the Borrowers or a Restricted Subsidiary in order to consummate such Investment, in each case, in accordance with the requirements of such options or warrants;Section 5.10 and Section 6.04; and (vxvii) [Intentionally Omitted]; (vi) any Intermediate Parent, the Parent Borrower and the its Restricted Subsidiaries may make Restricted Payments in cash to SMART Global Holdings, Inc., Holdings and any Intermediate Parent and, where applicable, Holdings and such Intermediate Parent may make Restricted Payments in cash from the Net Proceeds of Permitted Sale-Leaseback Transactions in an aggregate amount not to exceed $1,000,000 after 125,000,000 if the Restatement Effective Date and prior to the first anniversary Total Net Leverage Ratio on a Pro Forma Basis as of the Restatement Effective Date and $200,000 for each year thereafter; (A) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay its Tax liability to the relevant jurisdiction in respect of consolidated, combined, unitary or affiliated returns attributable to the income end of the Parent Borrower and its Subsidiaries; provided that Restricted Payments made pursuant most recent Test Period is less than or equal to this clause (a)(vi)(A) shall not exceed the Tax liability that the Parent Borrower and/or its Subsidiaries (as applicable) would have incurred were such Taxes determined as if such entity(ies) were a stand-alone taxpayer or a stand-alone group; and provided, further, that Restricted Payments under this clause (A) in respect of any Taxes attributable to the income of any Unrestricted Subsidiaries of the Parent Borrower may be made only to the extent that such Unrestricted Subsidiaries have made cash payments for such purpose to Parent Borrower or its Restricted Subsidiaries; (B) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses payable to third parties) that are reasonable and customary and incurred in the ordinary course of business; (C) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) franchise Taxes and other fees, Taxes, and expenses, required to maintain its corporate existence; (D) the proceeds of which shall be used by Holdings to make Restricted Payments permitted by Section 6.08(a)(iv); (E) [Intentionally Omitted]; and (F) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent thereof to pay) fees and expenses related to any equity or debt offering permitted by this Agreement; and (vii) redemptions in whole or in part of any of its Equity Interests for another class of its Equity Interests or with proceeds from substantially concurrent equity contributions or issuances of new Equity Interests; provided that such new Equity Interests contain terms and provisions at least as advantageous to the Lenders in all respects material to their interests as those contained in the Equity Interests redeemed thereby4.00:1.00. (b) Neither Holdings nor the Parent Each Borrower willwill not, nor will they it permit any other of its Restricted Subsidiary Subsidiaries to, make or agree to pay or makeany payment, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal any purchase, redemption, retirement, acquisition, cancellation or termination of or interest on any Junior FinancingIndebtedness prior to the scheduled maturity thereof (it being understood that payments of regularly scheduled principal, interest, mandatory prepayments, mandatory offers to purchase, fees, expenses and indemnification obligations shall be permitted) (such Indebtedness, collectively, “Restricted Indebtedness”), or any other payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Junior Financing, Restricted Indebtedness or any other payment (including any payment under any Swap Agreement) that has a substantially similar effect to any of the foregoing, except: (i) payment refinancings of regularly scheduled interest and principal Restricted Indebtedness to the extent permitted by Section 6.01; (ii) payments as, in the form of payment and when due or other distributions in respect of any principal or interest on, or payment or other distribution on account of the purchase, redemption, retirement, acquisition, cancellation or termination of, Restricted Indebtedness, if the Total Net Leverage Ratio on a Pro Forma Basis as of the end of the most recent Test Period is less than or equal to 3.75:1.00 and no Event of Default exists or would result from the making of such payment or distribution; (iii) payments or other than payments distributions in respect of the purchase, redemption, retirement, acquisition, cancellation or termination of, Restricted Indebtedness, in an aggregate amount not to exceed $5,000,000; provided that at the time of any Junior Financing prohibited such payment or other distribution, no Event of Default shall exist or result therefrom; (iv) payments or other distributions in respect of the purchase, redemption, retirement, acquisition, cancellation or termination of, Restricted Indebtedness, in an aggregate amount not exceed to the Available Amount; provided that as of the date of any such payment and after giving effect thereto (A) no Event of Default shall exist or result therefrom and (B) the Total Net Leverage Ratio on a Pro Forma Basis as of the end of the most recent Test Period is less than or equal to 4.50:1.00; provided that, with respect to any such purchase, redemption, retirement, acquisition, cancellation or termination of, Restricted Indebtedness the notice of which is irrevocable, such conditions shall, at the election of the Parent Borrower, be tested at the time of the delivery of notice with respect to such purchase, redemption, retirement, acquisition, cancellation or termination; provided, however, that notwithstanding the foregoing, the absence of an Event of Default shall be a condition to the consummation of any such purchase, redemption, retirement, acquisition, cancellation or termination; (v) payment-in-kind interest with respect to Restricted Indebtedness permitted by the subordination provisions thereofthis Agreement; (vi) payments as part of an “applicable high yield discount obligation” catch up payment with respect to Restricted Indebtedness permitted by this Agreement; and (iivii) the conversion of any Junior Financing Restricted Indebtedness to Equity Interests (other than Disqualified Equity Interests) or the prepayment of Holdings Restricted Indebtedness in an amount not to exceed the amount of Excluded Contributions previously received by the Parent Borrower Not Otherwise Applied. Notwithstanding the foregoing, the making of any dividend, payment or other distribution or the consummation of any irrevocable redemption within one hundred and eighty (180) days after the date of its direct declaration of such dividend, payment or indirect parent companies other distribution or any Intermediate Parentgiving of the redemption notice, as applicable, will not be prohibited if, at the date of declaration or notice such dividend, payment or other distribution or redemption would have complied with the terms of this Agreement.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Parent The Borrower willwill not, nor will they it permit any Restricted Subsidiary to, declare or Intermediate Parent make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except: (i) each Restricted Subsidiary the Borrower may make Restricted Payments declare and pay dividends with respect to its Equity Interests payable solely in additional Equity Interests in the Parent Borrower or any other Restricted SubsidiaryBorrower; (ii) Holdings, any Intermediate Parent, the Parent Borrower and each Restricted Subsidiary Subsidiaries may declare and make dividend payments or other distributions payable solely in the Equity Interests of such Person; provided that in the case of any such Restricted Payment by a Restricted Subsidiary that is not a wholly-owned Subsidiary of the Parent Borrower, such Restricted Payment is made pay dividends ratably with respect to the Parent Borrower, any Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity Interestscapital stock; (iii) the Borrower may make Restricted Payments made on Payments, not exceeding $5,000,000 from and after the Effective Date date hereof, pursuant to consummate and in accordance with stock option plans, equity purchase programs or agreements or other benefit plans, in each case for management or employees or former employees of the TransactionsBorrower and the Subsidiaries; (iv) repurchases of Equity Interests in Holdings (or Restricted Payments by Holdings to allow repurchases of Equity Interest in any direct or indirect parent of Holdings), the Parent Borrower or any Restricted Subsidiary deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of may pay the exercise price of such options or warrantsClosing Date Dividend; (v) [Intentionally Omitted]the Borrower may pay cash dividends in respect of Qualified Borrower Preferred Stock issued pursuant to clauses (b) and (c) of the definition thereof; provided that such dividends in respect of Qualified Borrower Preferred Stock issued pursuant to clause (c) of the definition thereof may only be made after the fiscal year ending December 31, 2016 and only with Excess Cash Flow not otherwise required to be used to prepay Term Loans pursuant to Section 2.11(d)) (without duplication of amounts used pursuant to Section 6.08(a)(vii) or amounts included in the Available Amount and used pursuant to Sections 6.04(s) or 6.08(b)(vii)); (vi) [reserved]; (vii) the Borrower may make payments in respect of the repurchase, retirement or other acquisition of Equity Interests of the Borrower or any Intermediate Parent, Subsidiary using the Parent portion of Excess Cash Flow not subject to mandatory prepayment pursuant to Section 2.11(d) (without duplication of amounts used pursuant to Section 6.08(a)(v) or amounts included in the Available Amount and used pursuant to Sections 6.04(s) or 6.08(b)(vii)); (viii) the Borrower and the Restricted Subsidiaries may make Restricted Payments; provided that (x) if after giving effect to such Restricted Payments in cash to SMART Global Holdings, Inc., Holdings (and any Intermediate Parent and, where applicable, Holdings and such Intermediate Parent may make Restricted Payments Indebtedness incurred in cash in an aggregate amount not to exceed $1,000,000 after the Restatement Effective Date and prior to the first anniversary of the Restatement Effective Date and $200,000 for each year thereafter; connection therewith (A) but disregarding the proceeds of which shall be used by Holdings or any Intermediate Parent to pay its Tax liability to such Indebtedness in calculating Unrestricted Domestic Cash) and any related repayment of Indebtedness), the relevant jurisdiction in respect of consolidated, combined, unitary or affiliated returns attributable to Net Leverage Ratio at the income time of the Parent Borrower and its Subsidiaries; provided that making such payments (the date of the making of such payments, the “RP Date”) would be (1) less than or equal to 2.25 to 1.00, but greater than 2.00 to 1.00, the aggregate amount of Restricted Payments made pursuant to this clause (a)(vi)(Aviii) during the period from the date 12 months prior to the RP Date through (and including) the RP Date (such period, the “RP Period”) shall not exceed $40,000,000, (2) less than or equal to 2.75 to 1.00, but greater than 2.25 to 1.00, the Tax liability that the Parent Borrower and/or its Subsidiaries (as applicable) would have incurred were such Taxes determined as if such entity(ies) were a stand-alone taxpayer or a stand-alone group; and provided, further, that aggregate amount of Restricted Payments under made pursuant to this clause (Aviii) during the RP Period shall not exceed $25,000,000, (3) less than or equal to 3.25 to 1.00 but greater than 2.75 to 1.00, the aggregate amount of Restricted Payments made pursuant to this clause (viii) during the RP Period shall not exceed $15,000,000 and (4) greater than 3.25 to 1.00, the aggregate amount of Restricted Payments made pursuant to this clause (viii) during the RP Period shall not exceed $10,000,000; provided further that at the time of any payment pursuant to this clause (viii), no Default or Event of Default shall have occurred and be continuing.; and (ix) the Borrower may make payments in respect of any Taxes attributable purchase price adjustment required to the income of any Unrestricted Subsidiaries of the Parent Borrower may be made only to under the extent that such Unrestricted Subsidiaries have made cash payments for such purpose to Parent Borrower or its Restricted Subsidiaries; (B) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses payable to third parties) that are reasonable and customary and incurred in the ordinary course of business; (C) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) franchise Taxes and other fees, Taxes, and expenses, required to maintain its corporate existence; (D) the proceeds of which shall be used by Holdings to make Restricted Payments permitted by Section 6.08(a)(iv); (E) [Intentionally Omitted]; and (F) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent thereof to pay) fees and expenses related to any equity or debt offering permitted by this Westfalia Purchase Agreement; and (vii) redemptions in whole or in part of any of its Equity Interests for another class of its Equity Interests or with proceeds from substantially concurrent equity contributions or issuances of new Equity Interests; provided that such new Equity Interests contain terms and provisions at least as advantageous to the Lenders in all respects material to their interests as those contained in the Equity Interests redeemed thereby. (b) Neither Holdings nor the Parent The Borrower willwill not, nor will they it permit any other Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Junior FinancingIndebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Junior Financing, or any other payment (including any payment under any Swap Agreement) that has a substantially similar effect to any of the foregoingIndebtedness, except: (i) payment of regularly scheduled interest and principal payments as, in Indebtedness created under the form of payment and when due in respect of any Indebtedness, other than payments in respect of any Junior Financing prohibited by the subordination provisions thereof; and (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parent companies or any Intermediate Parent.Loan Documents;

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings, Intermediate Holdings nor the Parent any Borrower will, nor will they permit any Restricted Subsidiary or Intermediate Parent to pay or make, directly or indirectly, any Restricted Payment, except: (i) The Borrowers and each Restricted Subsidiary may make Restricted Payments to Intermediate Holdings, the Parent Borrower Borrowers or any other Restricted Subsidiary (and, in the case of any such Subsidiary that is not a wholly-owned Subsidiary, to each other owner of Equity Interests of such Subsidiary based on their relative ownership interests of the relevant class of Equity Interests); (ii) Intermediate Holdings, any Intermediate Parent, the Parent any Borrower and each or any Restricted Subsidiary may make Restricted Payments in cash to Holdings to permit Holdings to make, and Holdings may make, Restricted Payments in respect of (A) Permitted Tax Distributions and (B) Key Employee Distributions (provided that, in any fiscal year, the amount of Key Employee Distributions made pursuant to this clause (ii)(B) does not exceed an amount equal to (x) $25,000,000 divided by (y) 1.0 minus the Tax Rate); (iii) Holdings, any Intermediate Parent and Intermediate Holdings may declare and make dividend payments or other distributions payable solely in the Equity Interests of such Person; provided that ; (iv) Restricted Payments made in connection with or in order to consummate the case Transactions (including Restricted Payments (x) to direct and indirect parent companies of any such Restricted Payment by WME to finance a Restricted Subsidiary that is not a wholly-owned Subsidiary portion of the Parent Borrowerconsideration for the Acquisition, such Restricted Payment is made (y) to the Parent Borrower, any Restricted Subsidiary and to each other owner holders of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity InterestsTarget (immediately prior to giving effect to the Acquisition) and (z) post-closing purchase price or other adjustments contemplated by the Acquisition Agreement); (iii) Restricted Payments made on the Effective Date to consummate the Transactions; (ivv) repurchases of Equity Interests in Holdings (or Restricted Payments by Holdings to allow repurchases of Equity Interest in any direct or indirect parent of Holdings), the Parent Borrower ) or any Restricted Subsidiary Intermediate Holdings deemed to occur upon exercise of stock options or warrants or other incentive interests if such Equity Interests represent a portion of the exercise price of such stock options or warrants; (v) [Intentionally Omitted]warrants or other incentive interests; (vi) any Intermediate Parent, the Parent Borrower and the Restricted Subsidiaries may make Restricted Payments in cash to SMART Global HoldingsHoldings which Holdings may use to redeem, Inc.acquire, Holdings and any Intermediate Parent and, where applicable, Holdings and such Intermediate Parent may make Restricted Payments in cash in an aggregate amount not to exceed $1,000,000 after the Restatement Effective Date and prior to the first anniversary of the Restatement Effective Date and $200,000 for each year thereafter; retire or repurchase its Equity Interests (A) the proceeds of which shall be used by Holdings or any Intermediate Parent options, warrants, restricted stock, stock appreciation rights or other equity-linked interests issued with respect to pay its Tax liability to the relevant jurisdiction in respect any of consolidated, combined, unitary or affiliated returns attributable to the income of the Parent Borrower and its Subsidiaries; provided that Restricted Payments made pursuant to this clause (a)(vi)(Asuch Equity Interests) shall not exceed the Tax liability that the Parent Borrower and/or its Subsidiaries (as applicable) would have incurred were such Taxes determined as if such entity(ies) were a stand-alone taxpayer or a stand-alone group; and provided, further, that Restricted Payments under this clause (A) in respect of any Taxes attributable to the income of any Unrestricted Subsidiaries of the Parent Borrower may be made only to the extent that such Unrestricted Subsidiaries have made cash payments for such purpose to Parent Borrower or its Restricted Subsidiaries; (B) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any of Holdings’ direct or indirect parent companies to so redeem, retire, acquire or repurchase their Equity Interests) held by current or former officers, managers, consultants, directors and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) of Holdings to pay) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses payable to third parties) that are reasonable and customary and incurred in the ordinary course of business; (C) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent thereof), Intermediate Holdings, the Borrowers and the Restricted Subsidiaries, upon the death, disability, retirement or termination of Holdings to pay) franchise Taxes and employment of any such Person or otherwise in accordance with any stock option or stock appreciation rights plan, any management, director and/or employee stock ownership or incentive plan, stock subscription plan, employment termination agreement or any other feesemployment agreements or equity holders’ agreement; provided that, Taxes, and expenses, required to maintain its corporate existence; (D) the proceeds aggregate amount of which shall be used by Holdings to make Restricted Payments permitted by Section 6.08(a)(iv); (E) [Intentionally Omitted]; and (F) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent thereof to pay) fees and expenses related to any equity or debt offering permitted by this Agreement; and (vii) redemptions in whole or in part of any of its Equity Interests for another class of its Equity Interests or with proceeds from substantially concurrent equity contributions or issuances of new Equity Interests; provided that such new Equity Interests contain terms and provisions at least as advantageous to the Lenders in all respects material to their interests as those contained in the Equity Interests redeemed thereby. (b) Neither Holdings nor the Parent Borrower will, nor will they permit any other Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Junior Financing, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Junior Financing, or any other payment (including any payment under any Swap Agreement) that has a substantially similar effect to any of the foregoing, except: (i) payment of regularly scheduled interest and principal payments as, in the form of payment and when due in respect of any Indebtedness, other than payments in respect of any Junior Financing prohibited by the subordination provisions thereof; and (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parent companies or any Intermediate Parent.clause

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Parent The Borrower willwill not, nor and will they not permit any Restricted Subsidiary to, declare or Intermediate Parent make, or agree to pay or make, directly or indirectly, any Restricted Payment, except: (i) each Restricted Subsidiary may make Restricted Payments to the Parent Borrower or any and to its other Restricted Subsidiaries (and, in the case of a Restricted Payment by a non-wholly owned Restricted Subsidiary, to the Borrower and any of its other Restricted Subsidiaries and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity Interests); (ii) Holdings, any Intermediate Parent, the Parent Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the Equity Interests of such Person; provided that in the case of any such Restricted Payment by a Restricted Subsidiary that is not a wholly-owned Wholly Owned Subsidiary of the Parent Borrower, such Restricted Payment is made to the Parent Borrower, any Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity Interests; (iii) Restricted Payments made on the Effective Date to consummate the Transactions; (iv) repurchases of Equity Interests in Holdings (or Restricted Payments by Holdings to allow repurchases of Equity Interest in any direct or indirect parent of Holdings), the Parent Borrower or any Restricted Subsidiary deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price or withholding taxes payable in connection with the exercise of such options or warrants; (v) [Intentionally Omitted]Restricted Payments to Holdings which Holdings may use to redeem, acquire, retire, repurchase or settle its Equity Interests (or any options or warrants or stock appreciation rights issued with respect to any of such Equity Interests) (or make Restricted Payments to allow any of the Holdings’ direct or indirect parent companies to so redeem, retire, acquire or repurchase their Equity Interests) held by current or former officers, managers, consultants, directors and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) of Holdings (only to the extent attributable to the Borrower) (or any direct or indirect parent thereof), the Borrower and the Restricted Subsidiaries, upon the death, disability, retirement or termination of employment of any such Person or otherwise in accordance with any stock option or stock appreciation rights plan, any management, director and/or employee stock ownership or incentive plan, stock subscription plan, employment termination agreement or any other employment agreements or equity holders’ agreement in an aggregate amount after the Effective Date together with the aggregate amount of loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (v) not to exceed $4,025,000 in any calendar year with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum of $5,000,000 any calendar year (without giving effect to the following proviso); provided that such amount in any calendar year may be increased by an amount not to exceed the cash proceeds of key man life insurance policies received by the Borrower or its Restricted Subsidiaries (or by Holdings and contributed to Borrower) after the Effective Date; (vi) any Intermediate Parent, [Reserved] (vii) the Parent Borrower and the Restricted Subsidiaries may make Restricted Payments in cash to SMART Global Holdings, Inc., Holdings and any Intermediate Parent and, where applicable, Holdings and such Intermediate Parent may make Restricted Payments in cash in an aggregate amount not to exceed $1,000,000 after the Restatement Effective Date and prior to the first anniversary of the Restatement Effective Date and $200,000 for each year thereafter;Parent: (A) for any taxable period for which Borrower and/or any of its Subsidiaries are members of a consolidated, combined or similar income tax group for U.S. federal and/or applicable state or local income tax purposes of which a direct or indirect parent of Borrower is the common parent (a “Tax Group”), the proceeds of which shall be used by Holdings (or any direct or indirect equity holder of Holdings) or any Intermediate Parent to pay its the portion of any U.S. federal, state or local income Taxes (as applicable) of such Tax liability to the relevant jurisdiction in respect of consolidated, combined, unitary or affiliated returns Group for such taxable period that are attributable to the income of the Parent Borrower and and/or its Subsidiaries; , provided that (i) the amount of such Restricted Payments made pursuant to this clause (a)(vi)(A) for any taxable period shall not exceed the Tax liability amount of such Taxes that the Parent Borrower and/or its Subsidiaries (such Subsidiaries, as applicable) , would have incurred were paid had Borrower and/or such Taxes determined Subsidiaries, as if such entity(ies) were applicable, been a stand-alone taxpayer (or a stand-alone group; ) and provided, further, that (ii) Restricted Payments under this clause (A) in respect of any Taxes attributable to the income of any an Unrestricted Subsidiaries of the Parent Borrower may Subsidiary shall be made permitted only to the extent that such Unrestricted Subsidiaries have Subsidiary has made cash payments for such purpose to Parent Borrower or any of its Restricted Subsidiaries; (B) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) (1) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses payable to third parties) that are reasonable and customary and incurred in the ordinary course of business, in an aggregate amount together with the aggregate amount of loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (a)(vii)(B) not to exceed $1,725,000 in any fiscal year plus any reasonable and customary indemnification claims made by directors or officers of Holdings (or any parent thereof) attributable to the ownership or operations of the Borrower and the Restricted Subsidiaries, (2) fees and expenses (x) due and payable by the Borrower or any of the Restricted Subsidiaries and (y) otherwise permitted to be paid by the Borrower or such Restricted Subsidiary under this Agreement and (3) so long as no Event of Default under Section 7.01(a), (b), (h) or (i) shall have occurred and be continuing or would result therefrom, amounts due and payable pursuant to any investor management agreement entered into with the Sponsor on or after the Effective Date in an aggregate amount not to exceed 2.0% of Consolidated EBITDA for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 5.01(a) or (b); (C) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) franchise Taxes and similar Taxes, and other fees, Taxes, fees and expenses, required to maintain its corporate existence; (D) the proceeds of which to finance any Investment permitted to be made pursuant to Section 6.04; provided that (A) such Restricted Payment shall be used by made substantially concurrently with the closing of such Investment and (B) Holdings or any Intermediate Parent shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests but not including any loans or advances made pursuant to make Section 6.04(b)) to be contributed to the Borrower or the Restricted Payments Subsidiaries or (2) the Person formed or acquired to merge into or consolidate with the Borrower or any of the Restricted Subsidiaries to the extent such merger or consolidation is permitted by in Section 6.08(a)(iv); (E6.03) [Intentionally Omitted]in order to consummate such Investment, in each case in accordance with the requirements of Sections 5.11 and 5.12; and (FE) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent thereof to pay) fees and expenses related to any unsuccessful equity or debt offering permitted by this Agreement; andAgreement so long as attributable to the Borrower and the Restricted Subsidiaries; (viiviii) in addition to the foregoing Restricted Payments and so long as (1) no Default or Event of Default shall have occurred and be continuing or would result therefrom, (2) the Borrower shall be in compliance with the Financial Covenant Level on a Pro Forma Basis as of the end of the most recent Test Period and (3) solely with respect to clause (a) of the definition of “Available Amount Basket,” the Total Leverage Ratio on a Pro Forma Basis as of the most recent Test Period, shall be no greater than 5.00:1.00, the Borrower may make additional Restricted Payments to any Intermediate Parent and Holdings, in an aggregate amount, together with the aggregate amount of (1) prepayments, redemptions, purchases, defeasances and other payments in respect of Subordinated Indebtedness made pursuant to Section 6.08(b)(iv) and (2) loans and advances made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (viii), not to exceed the Available Amount; (ix) redemptions in whole or in part of any of its Equity Interests for another class of its Equity Interests or with proceeds from substantially concurrent equity contributions or issuances of new Equity Interests; provided that such new Equity Interests contain terms and provisions at least as advantageous to the Lenders in all respects material to their interests as those contained in the Equity Interests redeemed thereby. (b) Neither Holdings nor the Parent The Borrower willwill not, nor and will they not permit any other Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Junior FinancingSubordinated Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Junior FinancingSubordinated Indebtedness, or any other payment (including any payment under any Swap Agreement) that has a substantially similar effect to any of the foregoing, except: (i) payment of regularly scheduled interest and principal payments as, in the form of payment and when due in respect of any Indebtedness, other than payments in respect of any Junior Financing Subordinated Indebtedness prohibited by the subordination provisions thereof; and; (ii) refinancings of Indebtedness to the extent permitted by Section 6.01; (iii) the conversion of any Junior Financing Subordinated Indebtedness to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parent companies or any Intermediate Parent; and (iv) so long as (1) no Default or Event of Default shall have occurred and be continuing or would result therefrom, (2) the Borrower shall be in compliance with the Financial Covenant Level on a Pro Forma Basis as of the end of the most recent Test Period and (3) solely with respect to clause (a) of the definition of “Available Amount Basket,” the Total Leverage Ratio on a Pro Forma Basis as of the most recent Test Period shall be no greater than 5.00:1.00, prepayments, redemptions, purchases, defeasances and other payments in respect of any Subordinated Indebtedness prior to their scheduled maturity in an aggregate amount, together with the aggregate amount of (1) Restricted Payments made pursuant to clause (a)(viii) and (2) loans and advances made pursuant to Section 6.04(l) in lieu thereof not to exceed the Available Amount.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Parent Borrower will, nor will they permit any Restricted other Subsidiary to, declare or Intermediate Parent make, or agree to pay or make, directly or indirectly, any Restricted Payment, except: (i) each Restricted Subsidiary subsidiary of the Borrower and US Bidco may make Restricted Payments to the Parent Borrower, to US Bidco and to other subsidiaries of the Borrower or and US Bidco (and, in the case of a Restricted Payment by any such subsidiary that is not a wholly-owned subsidiary of Holdings, to the Borrower, US Bidco and any other Restricted Subsidiarysubsidiary of the Borrower and US Bidco and to each other owner of Equity Interests of such subsidiary based on their relative ownership interests of the relevant class of Equity Interests); (ii) Holdings, any Intermediate Parent, the Parent Borrower Holdings and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the Equity Interests of such Person; , provided that in the case of any such Restricted Payment by a Restricted Subsidiary that is not a wholly-owned Subsidiary subsidiary of the Parent BorrowerHoldings, such Restricted Payment is made to the Parent BorrowerHoldings, any Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity Interests; (iii) Restricted Payments made on the Effective Date to consummate the Transactions; (iv) repurchases of Equity Interests in Holdings (or Restricted Payments by Holdings to allow repurchases of Equity Interest in any direct or indirect parent of Holdings), the Parent Borrower ) or any Restricted Subsidiary deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants; (v) [Intentionally Omitted]Holdings may redeem, acquire, retire or repurchase its Equity Interests (or any options or warrants or stock appreciation rights issued with respect to any of such Equity Interests) (or make Restricted Payments to allow any of the Holdings’ direct or indirect parent companies to so redeem, retire, acquire or repurchase their Equity Interests) held by current or former officers, managers, consultants, directors and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) of Holdings (or any direct or indirect parent thereof) and the Subsidiaries, upon the death, disability, retirement or termination of employment of any such Person or otherwise in accordance with any stock option or stock appreciation rights plan, any management, director and/or employee stock ownership or incentive plan, stock subscription plan, employment termination agreement or any other employment agreements or equity holders’ agreement; (vi) any Intermediate Parentwithout duplication of Section 6.08(a)(vii)(G) below, the Parent Borrower Subsidiaries may make Restricted Payments to allow any direct or indirect equity owner of Holdings to pay Taxes incurred by such owner in any taxable period which are attributable to the income of Holdings and the Subsidiaries; provided that Restricted Payments made pursuant to this clause (a)(vi) shall only be made to the extent that the liability of the equity owner receiving payment under this clause (a)(vi) for such Taxes exceeds the amount of distributions received by such equity owner, other than any distributions received by such equity owner pursuant to the other provisions of this Section 6.08; (vii) the Subsidiaries may make Restricted Payments in cash to SMART Global Holdings, Inc., Holdings and any Intermediate Parent and, where applicable, Holdings and such Intermediate Parent may make Restricted Payments in cash in an aggregate amount not to exceed $1,000,000 after the Restatement Effective Date and prior to the first anniversary of the Restatement Effective Date and $200,000 for each year thereafter;cash: (A) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay its Tax liability to the relevant jurisdiction in respect of consolidated, combined, unitary or affiliated returns attributable to the income of Holdings and the Parent Borrower and its Subsidiaries; provided that Restricted Payments made pursuant to this clause (a)(vi)(Aa)(vii)(A) shall (i) not exceed the Tax liability that the Parent Borrower and/or payee receiving payment under this clause (a)(vii)(A) and its Subsidiaries (as applicable) subsidiaries would have incurred incur were such Taxes determined as if such entity(ies) payee and its subsidiaries were a stand-alone taxpayer or a stand-alone group; and provided, further, that Restricted Payments under this clause (Aii) in respect of any Taxes attributable to the income of any Unrestricted Subsidiaries of the Parent Borrower may only be made only to the extent that such Unrestricted Subsidiaries have made cash payments payee’s liability for such purpose Taxes exceeds the amount of distributions received by such payee, other than distributions received by such payee or pursuant to Parent Borrower or its Restricted Subsidiariesthe other provisions of this Section 6.08; (B) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) (1) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses payable to third parties) that are reasonable and customary and incurred in the ordinary course of business, in an aggregate amount not to exceed $2,000,000 in any fiscal year plus any reasonable and customary indemnification claims made by directors or officers of Holdings (or any parent thereof or any Intermediate Parent) attributable to the ownership or operations of Holdings and the Subsidiaries, (2) fees and expenses (x) due and payable by any of the Subsidiaries and (y) otherwise permitted to be paid by such Subsidiary under this Agreement and (3) fees and expenses due and payable pursuant to the Investor Management Agreement permitted to be paid pursuant to Section 6.09(iv); (C) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) franchise Taxes taxes and other fees, Taxes, taxes and expenses, expenses required to maintain its corporate existence; (D) the proceeds of which shall be used by Holdings to make Restricted Payments permitted by Section 6.08(a)(ivclause (a)(iv) or (a)(v); (E) [Intentionally Omitted]; andto finance any Investment permitted to be made pursuant to Section 6.04, provided that (A) such Restricted Payment shall be made substantially concurrently with the closing of such Investment and (B) Holdings shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests) to be contributed to the Subsidiaries (other than any Intermediate Parent) or (2) the Person formed or acquired to merge into or consolidate with any of the Subsidiaries (other than any Intermediate Parent and to the extent such merger or consolidation is permitted in Section 6.03) in order to consummate such Investment, in each case in accordance with the requirements of Sections 5.11 and 5.12; (F) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent thereof to pay) fees and expenses related to any unsuccessful equity or debt offering permitted by this Agreement; (G) the proceeds of which shall be used by Holdings to make Restricted Payments to allow any direct or indirect equity owner of Holdings to pay Taxes incurred by such owner in any taxable period which are attributable to the income of Holdings and the Subsidiaries; provided that Restricted Payments made pursuant to this clause (a)(vii)(G) shall only be made to the extent that the liability of the equity owner receiving payment under this clause (a)(vii)(G) for such Taxes exceeds the amount of distributions received by such equity owner, other than any distributions received by such equity owner pursuant to the other provisions of this Section 6.08; and (viiH) the proceeds of which shall be used to make payments permitted by clause(b)(iv); and (viii) in addition to the foregoing Restricted Payments and so long as no Default shall have occurred and be continuing or would result therefrom, the Borrower and any Intermediate Parent may make additional Restricted Payments to any Intermediate Parent and Holdings the proceeds of which may be utilized by Holdings to make additional Restricted Payments or by Holdings or any Intermediate Parent to make any payments in respect of any Permitted Holdings Debt, in an aggregate amount, together with the aggregate amount of (1) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings made pursuant to Section 6.08(b)(iv) and (2) loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (viii), not to exceed $15,000,000 (or, if the Leverage Ratio as of the last day of the immediately preceding fiscal quarter of Holdings (after giving Pro Forma Effect to such additional Restricted Payments) is 3.00 to 1.00 or less, $25,000,000) plus (y) the aggregate amount of the Net Proceeds of the issuance of, or contribution in respect of existing, Qualified Equity Interests (other than any such issuance or contribution made pursuant to Section 7.03) that are Not Otherwise Applied, plus (z) if the Leverage Ratio as of the last day of the immediately preceding fiscal quarter of Holdings (after giving Pro Forma Effect to such additional Restricted Payments) is 3.00 to 1.00 or less, the amount of Cumulative Excess Cash Flow that is Not Otherwise Applied; and (ix) redemptions in whole or in part of any of its Equity Interests for another class of its Equity Interests or with proceeds from substantially concurrent equity contributions or issuances of new Equity Interests; , provided that such new Equity Interests contain terms and provisions at least as advantageous to the Lenders in all respects material to their interests as those contained in the Equity Interests redeemed thereby. (b) Neither Holdings nor the Parent Borrower will, nor will they permit any other Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Junior Financing, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Junior Financing, or any other payment (including any payment under any Swap Agreement) that has a substantially similar effect to any of the foregoing, except: (i) payment of regularly scheduled interest and principal payments as, in the form of payment and when due in respect of any Indebtedness, other than payments in respect of any Junior Financing prohibited by the subordination provisions thereof; and; (ii) refinancings of Indebtedness to the extent permitted by Section 6.01; (iii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parent companies parents; and (iv) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount, together with the aggregate amount of (1) Restricted Payments made pursuant to clause(a)(vii) and (2) loans and advances to Holdings made pursuant to Section 6.04(l) not to exceed the sum of (x) $15,000,000 (or, if the Leverage Ratio as of the last day of the immediately preceding fiscal quarter of Holdings (after giving Pro Forma Effect to such additional prepayments, redemptions, purchases, defeasances and other payments) is 3.00 to 1.00 or any Intermediate Parentless, $25,000,000) plus (y) the amount of the Net Proceeds of issuances of, or contributions in respect of existing, Qualified Equity Interests (other than issuances or contributions made pursuant to Section 7.03) that are Not Otherwise Applied plus (z) if the Leverage Ratio as of the last day of the immediately preceding fiscal quarter of Holdings (after giving Pro Forma Effect to such additional prepayments, redemptions, purchases, defeasances and other payments) is 3.00 to 1.00 or less, the amount of Cumulative Excess Cash Flow that is Not Otherwise Applied.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Parent Borrower No Loan Party will, nor will they it permit any Restricted Subsidiary of its Subsidiaries to, declare or Intermediate Parent make, or agree to pay or make, directly or indirectly, any Restricted Payment, exceptexcept that: (i) each Restricted Any Loan Party or any Subsidiary of a Loan Party may declare and pay cash dividends or make other distributions of property to a Loan Party, provided that any such Restricted Payments made to BCF Holdings or Parent under this clause (i) shall be used (w) to pay general corporate and overhead expenses incurred by BCF Holdings or Parent in the ordinary course of business, or the amount of any indemnification claims made by any director or officer of BCF Holdings or Parent, (x) to pay franchise taxes and other fees, taxes and expenses required to maintain the corporate existence of BCF Holdings or Parent, (y) to pay taxes that are due and payable by BCF Holdings as the parent of a consolidated group that includes Parent Borrower and its Subsidiaries or any (z) to make other Restricted Subsidiarypayments that BCF Holdings and Parent are not otherwise prohibited from making pursuant to this Agreement; (ii) HoldingsThe Loan Parties and their Subsidiaries may make Restricted Payments for the purpose of paying amounts owing under the Advisory Agreement, any Intermediate Parent, the Parent Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the Equity Interests of such Person; provided that in the case of any such Restricted Payment by a Restricted Subsidiary that is not a wholly-owned Subsidiary of the Parent Borrower, such Restricted Payment is made to the Parent Borrower, any Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity Interestsextent permitted under SECTION 6.07; (iii) The Loan Parties and their Subsidiaries may make Restricted Payments made on consisting of Permitted Dispositions of the Effective Date type described, and subject to consummate the Transactionslimitations contained, in the definition thereof; (iv) The Loan Parties and their Subsidiaries may make Restricted Payments constituting repurchases of Equity Interests equity interests in BCF Holdings or any Subsidiary (or Restricted Payments by distributions to BCF Holdings to allow repurchases of Equity Interest for such purpose) in any direct or indirect parent of Holdings), connection with the Parent Borrower or any Restricted Subsidiary deemed to occur upon exercise of stock options or warrants if such Equity Interests equity interests represent a portion of the exercise price of such options option or warrants; (v) [Intentionally Omitted]; (vi) any Intermediate Parent, the Parent Borrower and the Restricted Subsidiaries may make Restricted Payments in cash to SMART Global Holdings, Inc., Holdings and any Intermediate Parent and, where applicable, Holdings and such Intermediate Parent may make Restricted Payments in cash in an aggregate amount not to exceed $1,000,000 after the Restatement Effective Date and prior to the first anniversary of the Restatement Effective Date and $200,000 for each year thereafter; (A) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay its Tax liability to the relevant jurisdiction in respect of consolidated, combined, unitary or affiliated returns attributable to the income of the Parent Borrower and its Subsidiaries; provided that Restricted Payments made pursuant to this clause (a)(vi)(Aiv) shall not exceed the Tax liability that the Parent Borrower and/or its Subsidiaries (as applicable) would have incurred were such Taxes determined as if such entity(ies) were a stand-alone taxpayer or a stand-alone group; and provided, further, that Restricted Payments under this clause (A) $5,000,000 in respect any Fiscal Year of any Taxes attributable to the income of any Unrestricted Subsidiaries of the Parent Borrower may be made only to the extent that such Unrestricted Subsidiaries have made cash payments for such purpose to Parent Borrower or its Restricted SubsidiariesBCF Holdings; (Bv) in addition to the proceeds of which shall be used by Holdings or any Intermediate Parent to foregoing Restricted Payments, the Borrower may declare, pay (or to and/or make Restricted Payments to allow any direct or indirect parent of Holdings to pay) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses payable to third parties) that are reasonable and customary and incurred in the ordinary course of business; (C) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) franchise Taxes and other fees, Taxes, and expenses, required to maintain its corporate existence; (D) the proceeds of which shall be used by Holdings to make Restricted Payments permitted by Section 6.08(a)(iv); (E) [Intentionally Omitted]Dividend Payment; and (Fvi) so long as (x) no Default or Event of Default has occurred and is continuing, (y) on a Pro Forma Basis, the Borrower would be in compliance with each of the Financial Performance Covenants for the most recently ended Fiscal Quarter for which financial statements have been or are then required to have been delivered and (z) the proceeds Consolidated Leverage Ratio as of the last day of the most recently ended Fiscal Quarter for which shall financial statements have been or are then required to have been delivered would be used by Holdings less than or equal to 3.5 to 1.0, any Loan Party or any Intermediate Parent to pay (or to Subsidiary may make any Restricted Payments to allow any direct or indirect parent thereof to pay) fees and expenses related to any equity or debt offering permitted by this Agreement; and (vii) redemptions in whole or in part of any of its Equity Interests for another class of its Equity Interests or with proceeds from substantially concurrent equity contributions or issuances of new Equity Interests; provided that such new Equity Interests contain terms and provisions at least as advantageous to the Lenders in all respects material to their interests as those contained in the Equity Interests redeemed therebyPayment. (b) Neither Holdings nor the Parent Borrower No Loan Party will, nor will they it permit any other Restricted Subsidiary of its Subsidiaries to, make or agree to pay or make, directly or indirectly, make any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Junior FinancingSpecified Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Junior Financing, or any other payment (including any payment under any Swap Agreement) that has a substantially similar effect to any of the foregoingSpecified Indebtedness, except: (i) payment payments in Capital Stock (so long as no Change of Control would result therefrom) and payments of interest in-kind of the Loan Parties and their Subsidiaries; (ii) payments of regularly scheduled interest in respect of any Subordinated Indebtedness (subject to applicable subordination provisions relating thereto); (iii) payments of principal (including mandatory prepayments) and principal payments as, in the form of payment interest as and when due in respect of any Indebtedness, Specified Indebtedness (other than Subordinated Indebtedness); (iv) prepayment in whole or in part of Specified Indebtedness from any refinancing of such Specified Indebtedness with the proceeds of (x) any equity securities (other than Permitted Cure Securities) issued or capital contributions received by any Loan Party or any Subsidiary for the purpose of making such payment or prepayment and/or (y) other Indebtedness not prohibited hereunder; (v) so long as no Default or Event of Default has occurred and is continuing, any Loan Party and any of its Subsidiaries may make payments in respect of any Junior Financing prohibited by Specified Indebtedness from the subordination provisions thereofportion of the Available Amount such Loan Party or such Subsidiary elects to apply pursuant to this clause (v); and (iivi) refinancings of Specified Indebtedness to the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parent companies or any Intermediate Parentextent permitted under this Agreement.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Parent The Borrower willwill not, nor and will they not permit any Restricted Subsidiary to, declare or Intermediate Parent make, or agree to pay or make, directly or indirectly, any Restricted Payment, except: (i) each Restricted Subsidiary may make Restricted Payments to the Parent Borrower or any and to its other Restricted Subsidiaries (and, in the case of a Restricted Payment by a non-wholly owned Restricted Subsidiary, to the Borrower and any of its other Restricted Subsidiaries and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity Interests); (ii) Holdings, any Intermediate Parent, the Parent Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the Equity Interests of such Person; provided that in the case of any such Restricted Payment by a Restricted Subsidiary that is not a wholly-owned Wholly Owned Subsidiary of the Parent Borrower, such Restricted Payment is made to the Parent Borrower, any Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity Interests; (iii) Restricted Payments made on the Effective Date to consummate the Transactions; (iv) repurchases of Equity Interests in Holdings (or Restricted Payments by Holdings to allow repurchases of Equity Interest in any direct or indirect parent of Holdings), the Parent Borrower or any Restricted Subsidiary deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price or withholding taxes payable in connection with the exercise of such options or warrants; (v) [Intentionally Omitted]Restricted Payments to Holdings which Holdings may use to redeem, acquire, retire, repurchase or settle its Equity Interests (or any options or warrants or stock appreciation rights issued with respect to any of such Equity Interests) (or make Restricted Payments to allow any of the Holdings’ direct or indirect parent companies to so redeem, retire, acquire or repurchase their Equity Interests) held by current or former officers, managers, consultants, directors and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) of Holdings (only to the extent attributable to the Borrower) (or any direct or indirect parent thereof), the Borrower and the Restricted Subsidiaries, upon the death, disability, retirement or termination of employment of any such Person or otherwise in accordance with any stock option or stock appreciation rights plan, any management, director and/or employee stock ownership or incentive plan, stock subscription plan, employment termination agreement or any other employment agreements or equity holders’ agreement in an aggregate amount after the Effective Date together with the aggregate amount of loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (v) not to exceed $3,500,000 in any calendar year with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum of $5,000,000 any calendar year (without giving effect to the following proviso); provided that such amount in any calendar year may be increased by an amount not to exceed the cash proceeds of key man life insurance policies received by the Borrower or its Restricted Subsidiaries (or by Holdings and contributed to Borrower) after the Effective Date; (vi) any Intermediate Parent, [Reserved] (vii) the Parent Borrower and the Restricted Subsidiaries may make Restricted Payments in cash to SMART Global Holdings, Inc., Holdings and any Intermediate Parent and, where applicable, Holdings and such Intermediate Parent may make Restricted Payments in cash in an aggregate amount not to exceed $1,000,000 after the Restatement Effective Date and prior to the first anniversary of the Restatement Effective Date and $200,000 for each year thereafter;Parent: (A) for any taxable period for which Borrower and/or any of its Subsidiaries are members of a consolidated, combined or similar income tax group for U.S. federal and/or applicable state or local income tax purposes of which a direct or indirect parent of Borrower is the common parent (a “Tax Group”), the proceeds of which shall be used by Holdings (or any direct or indirect equity holder of Holdings) or any Intermediate Parent to pay its the portion of any U.S. federal, state or local income Taxes (as applicable) of such Tax liability to the relevant jurisdiction in respect of consolidated, combined, unitary or affiliated returns Group for such taxable period that are attributable to the income of the Parent Borrower and and/or its Subsidiaries; , provided that (i) the amount of such Restricted Payments made pursuant to this clause (a)(vi)(A) for any taxable period shall not exceed the Tax liability amount of such Taxes that the Parent Borrower and/or its Subsidiaries (such Subsidiaries, as applicable) , would have incurred were paid had Borrower and/or such Taxes determined Subsidiaries, as if such entity(ies) were applicable, been a stand-alone taxpayer (or a stand-alone group; ) and provided, further, that (ii) Restricted Payments under this clause (A) in respect of any Taxes attributable to the income of any an Unrestricted Subsidiaries of the Parent Borrower may Subsidiary shall be made permitted only to the extent that such Unrestricted Subsidiaries have Subsidiary has made cash payments for such purpose to Parent Borrower or any of its Restricted Subsidiaries; (B) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) (1) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses payable to third parties) that are reasonable and customary and incurred in the ordinary course of business, in an aggregate amount together with the aggregate amount of loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (a)(vii)(B) not to exceed $1,500,000 in any fiscal year plus any reasonable and customary indemnification claims made by directors or officers of Holdings (or any parent thereof) attributable to the ownership or operations of the Borrower and the Restricted Subsidiaries, (2) fees and expenses (x) due and payable by the Borrower or any of the Restricted Subsidiaries and (y) otherwise permitted to be paid by the Borrower or such Restricted Subsidiary under this Agreement and (3) so long as no Event of Default under Section 7.01(a), (b), (h) or (i) shall have occurred and be continuing or would result therefrom, amounts due and payable pursuant to any investor management agreement entered into with the Sponsor on or after the Effective Date in an aggregate amount not to exceed 2.0% of Consolidated EBITDA for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 5.01(a) or (b); (C) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) franchise Taxes and similar Taxes, and other fees, Taxes, fees and expenses, required to maintain its corporate existence; (D) the proceeds of which to finance any Investment permitted to be made pursuant to Section 6.04; provided that (A) such Restricted Payment shall be used by made substantially concurrently with the closing of such Investment and (B) Holdings or any Intermediate Parent shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests but not including any loans or advances made pursuant to make Section 6.04(b)) to be contributed to the Borrower or the Restricted Payments Subsidiaries or (2) the Person formed or acquired to merge into or consolidate with the Borrower or any of the Restricted Subsidiaries to the extent such merger or consolidation is permitted by in Section 6.08(a)(iv); (E6.03) [Intentionally Omitted]in order to consummate such Investment, in each case in accordance with the requirements of Sections 5.11 and 5.12; and (FE) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent thereof to pay) fees and expenses related to any unsuccessful equity or debt offering permitted by this Agreement; andAgreement so long as attributable to the Borrower and the Restricted Subsidiaries; (viiviii) in addition to the foregoing Restricted Payments and so long as (1) no Default or Event of Default shall have occurred and be continuing or would result therefrom, (2) the Borrower shall be in compliance with the Financial Performance Covenant on a Pro Forma Basis as of the end of the most recent Test Period (regardless of whether such Financial Performance Covenant is applicable at such time) and (3) solely with respect to clause (a) of the definition of “Available Amount Basket,” the Total Leverage Ratio on a Pro Forma Basis as of the end of the most recent Test Period shall be no greater than 5.00:1.00, the Borrower may make additional Restricted Payments to any Intermediate Parent and Holdings, in an aggregate amount, together with the aggregate amount of (1) prepayments, redemptions, purchases, defeasances and other payments in respect of Subordinated Indebtedness made pursuant to Section 6.08(b)(iv) and (2) loans and advances made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (viii), not to exceed the Available Amount; (ix) redemptions in whole or in part of any of its Equity Interests for another class of its Equity Interests or with proceeds from substantially concurrent equity contributions or issuances of new Equity Interests; provided that such new Equity Interests contain terms and provisions at least as advantageous to the Lenders in all respects material to their interests as those contained in the Equity Interests redeemed thereby. (b) Neither Holdings nor the Parent The Borrower willwill not, nor and will they not permit any other Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Junior FinancingSubordinated Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Junior FinancingSubordinated Indebtedness, or any other payment (including any payment under any Swap Agreement) that has a substantially similar effect to any of the foregoing, except: (i) payment of regularly scheduled interest and principal payments as, in the form of payment and when due in respect of any Indebtedness, other than payments in respect of any Junior Financing Subordinated Indebtedness prohibited by the subordination provisions thereof; and; (ii) refinancings of Indebtedness to the extent permitted by Section 6.01; (iii) the conversion of any Junior Financing Subordinated Indebtedness to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parent companies or any Intermediate Parent; and (iv) so long as (1) no Default or Event of Default shall have occurred and be continuing or would result therefrom, (2) the Borrower shall be in compliance with the Financial Performance Covenant on a Pro Forma Basis as of the end of the most recent Test Period (regardless of whether such Financial Performance Covenant is applicable at such time) and (3) solely with respect to clause (a) of the definition of “Available Amount Basket,” the Total Leverage Ratio on a Pro Forma Basis as of the end of the most recent Test Period shall be no greater than 5.00:1.00, prepayments, redemptions, purchases, defeasances and other payments in respect of any Subordinated Indebtedness prior to their scheduled maturity in an aggregate amount, together with the aggregate amount of (1) Restricted Payments made pursuant to clause (a)(viii) and (2) loans and advances made pursuant to Section 6.04(l) in lieu thereof not to exceed the Available Amount. Notwithstanding anything set forth in Section 6.08(b) above, any prepayments of term loans under the Second Lien Credit Agreement made on or prior to the Second Restatement Effective Date shall be permitted hereunder.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Parent The Borrower willwill not, nor will they it permit any Restricted Subsidiary to, declare or Intermediate Parent make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except: (i) each Restricted Subsidiary the Borrower may make Restricted Payments declare and pay dividends with respect to its Equity Interests payable solely in additional Equity Interests of the Parent Borrower or any same class (other Restricted Subsidiarythan Disqualified Stock); (ii) Holdings, any Intermediate Parent, the Parent Borrower and each Restricted Subsidiary Subsidiaries may declare and make dividend payments or other distributions payable solely in the Equity Interests of such Person; provided that in the case of any such Restricted Payment by a Restricted Subsidiary that is not a wholly-owned Subsidiary of the Parent Borrower, such Restricted Payment is made pay dividends ratably with respect to the Parent Borrower, any Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity Interests; (iii) the Borrower may make Restricted Payments made on to the Effective Date Ultimate Parent, provided that (A) the proceeds of such Restricted Payments are used to consummate the Transactions; (iv) repurchases repurchase, redeem or otherwise acquire or retire for value of any Equity Interests in Holdings (the Ultimate Parent or Restricted Payments any Subsidiary held by Holdings to allow repurchases any future, present or former directors, officers, members of Equity Interest in any direct management, employees or indirect parent consultants of Holdings), the Parent Borrower or any of its Subsidiaries or their respective estates, heirs, family members, spouses or former spouses pursuant to the terms of any employee equity subscription agreement, stock option agreement or similar agreement, (B) (x) any Restricted Subsidiary Payments used to effect such repurchases, redemptions, acquisitions or retirements are made not earlier than ten Business Days prior to the date when such Equity Interests are repurchased, redeemed, acquired or retired, if such repurchase, redemption, acquisition or retirement is made and (y) if such Restricted Payments are not used for such repurchase, redemption, acquisition or retirement, the proceeds therefrom shall be returned to the Borrower as a capital contribution within ten Business Days from the date such Restricted Payment was made, (C) the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests in any fiscal year pursuant to this clause (iii) (other than (1) any such Equity Interests repurchased, redeemed, acquired or retired in compensation for any taxes due or payable by the holder thereof, and (2) any such Equity Interests that are deemed to occur upon repurchased, redeemed, acquired or retired by the Ultimate Parent in connection with the exercise of stock options or warrants if such Equity Interests represent by the holder thereof in connection with the payment of all or a portion of the exercise price of such options or warrantswarrant) will not exceed $5,000,000 per fiscal year and (D) such Equity Interests shall only be repurchased, redeemed, acquired or retired in connection with the death, resignation or retirement of, or settlement of a dispute with, any such Person; (iv) the making of any payment in exchange for, or out of the Net Proceeds of, a substantially concurrent sale (other than to a Subsidiary of the Borrower) of, common Equity Interests of the Borrower; (v) [Intentionally Omitted]; (vi) any Intermediate Parent, the Parent Borrower and the Restricted Subsidiaries may make other Restricted Payments in cash to SMART Global Holdings, Inc., Holdings and any Intermediate Parent and, where applicable, Holdings and such Intermediate Parent may make Restricted Payments in cash in an aggregate amount not to exceed exceeding $1,000,000 after the Restatement Effective Date and prior to the first anniversary 2,000,000 during any fiscal year of the Restatement Effective Date and $200,000 for each year thereafter; Borrower, provided that (A) no Default or Event of Default is continuing or would result therefrom, (B) the proceeds aggregate amount of which shall be used by Holdings or any Intermediate Parent to pay its Tax liability to the relevant jurisdiction in respect of consolidated, combined, unitary or affiliated returns attributable to the income of the Parent Borrower and its Subsidiaries; provided that Restricted Payments made pursuant to this clause (a)(vi)(Av) shall not exceed $5,000,000 over the Tax liability that the Parent Borrower and/or its Subsidiaries (as applicable) would have incurred were such Taxes determined as if such entity(ies) were a stand-alone taxpayer or a stand-alone group; and providedterm of this Agreement, further, that Restricted Payments under this clause (A) in respect of any Taxes attributable to the income of any Unrestricted Subsidiaries of the Parent Borrower may be made only to the extent that such Unrestricted Subsidiaries have made cash payments for such purpose to Parent Borrower or its Restricted Subsidiaries; (B) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses payable to third parties) that are reasonable and customary and incurred in the ordinary course of business; (C) the proceeds Ultimate Parent shall apply such Restricted Payments within 30 days of which receipt thereof and only to fund general corporate expenses permitted hereunder and (D) no Restricted Payments made pursuant to this clause (v) shall be used by Holdings to (x) effect the repurchase, or the making of any payments in respect, of Restructuring Notes or Additional Notes or (y) make any payment to or Investment in any Affiliate of the Borrower other than the Borrower or a Subsidiary of the Borrower (or any Intermediate Parent to pay (director, officer or to make Restricted Payments to allow employee of the Borrower or any direct or indirect parent of Holdings to pay) franchise Taxes and other fees, Taxes, and expenses, required to maintain its corporate existence; (D) the proceeds of which shall be used by Holdings to make Restricted Payments permitted by Section 6.08(a)(ivsuch Affiliate); (E) [Intentionally Omitted]; and (Fvi) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to Borrower may make Restricted Payments to allow any direct or indirect parent thereof to pay) fees and expenses related to any equity or debt offering permitted required by this Agreementthe Shared Services Transactions; and (vii) redemptions Restricted Payments in whole or in part of any of its Equity Interests for another class of its Equity Interests or with proceeds from substantially concurrent equity contributions or issuances of new Equity Interestsamounts as shall be necessary to make Tax Payments; provided that such new Equity Interests contain terms and provisions at least as advantageous all Restricted Payments made pursuant to this clause (vii) are used by the Lenders Ultimate Parent for the purpose specified in all respects material to their interests as those contained in the Equity Interests redeemed therebythis clause (vii) within 30 days of receipt thereof. (b) Neither Holdings nor the Parent The Borrower willwill not, nor will they it permit any other Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Junior FinancingPermitted Subordinated Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Junior Financing, or any other payment (including any payment under any Swap Agreement) that has a substantially similar effect to any of the foregoingPermitted Subordinated Indebtedness, except: (i) payment of fees, expenses and regularly scheduled interest and principal payments as, in the form of payment as and when due in respect of any such Indebtedness, other than payments in respect of any Junior Financing prohibited by the subordination provisions thereof; and (ii) refinancings of such Indebtedness to the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parent companies or any Intermediate Parentextent permitted by Section 6.01(a)(xix).

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Parent Borrower will, nor will they permit any Restricted Subsidiary to, declare or Intermediate Parent make, or agree to pay or make, directly or indirectly, any Restricted Payment, except: except that (i) each Holdings may declare and pay dividends with respect to its capital stock payable solely in additional shares of its capital stock, (ii) Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iii) Holdings may make Restricted Payments, not exceeding $2,000,000 during any fiscal year, pursuant to and in accordance with stock option plans or other benefit plans for directors, management or employees of Holdings, the Borrower and the Subsidiaries, including the redemption or purchase of capital stock of Holdings held by former directors, management or employees of Holdings, the Borrower or any Subsidiary following termination of their employment, (iv) the Borrower may pay dividends to Holdings at such times and in such amounts, not exceeding $2,000,000 during any fiscal year, as shall be necessary to permit Holdings to discharge its permitted liabilities and (v) the Borrower and the Joint Venture Holding Companies may make Restricted Payments to Holdings at such times and in such amounts (but not prior to the Parent Borrower or any other fifth anniversary of the date of issuance of the Cumulative Preferred Stock) as shall be necessary to enable Holdings, after such fifth anniversary, to pay dividends in cash on such Cumulative Preferred Stock as and when declared and payable, provided that, at the time of each Restricted Subsidiary; Payment made in reliance upon this clause (iiv) and after giving pro forma effect to such payment, the Leverage Ratio shall not exceed 1.50 to 1.00, (vi) Holdings, any Intermediate Parent, the Parent Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the Equity Interests of such Person; provided that in the case of any such Restricted Payment by a Restricted Subsidiary that is not a wholly-owned Subsidiary of the Parent Borrower, such Restricted Payment is made to the Parent Borrower, any Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity Interests; (iii) Restricted Payments made on the Effective Date to consummate the Transactions; (iv) repurchases of Equity Interests in Holdings (or Restricted Payments by Holdings to allow repurchases of Equity Interest in any direct or indirect parent of Holdings), the Parent Borrower or any Restricted Subsidiary deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants; (v) [Intentionally Omitted]; (vi) any Intermediate Parent, the Parent Borrower and the Restricted Subsidiaries may make Restricted Payments in cash as and to SMART Global Holdings, Inc., the extent contemplated by the Recapitalization Agreement and (vii) Holdings and any Intermediate Parent and, where applicable, Holdings and such Intermediate Parent may make Restricted Payments in cash in an aggregate amount not to exceed $1,000,000 after the Restatement Effective Date and prior to the first anniversary on account of the Restatement Effective Date and $200,000 for each year thereafter; (A) purchase, redemption or repurchase of the Cumulative Preferred Stock with the net proceeds of which shall be used by Holdings or any Intermediate Parent to pay its Tax liability to the relevant jurisdiction in respect of consolidated, combined, unitary or affiliated returns attributable to the income of the Parent Borrower and its Subsidiaries; provided that Restricted Payments made pursuant to this clause (a)(vi)(A) shall not exceed the Tax liability that the Parent Borrower and/or its Subsidiaries (as applicable) would have incurred were such Taxes determined as if such entity(ies) were a stand-alone taxpayer or a stand-alone group; and provided, further, that Restricted Payments under this clause (A) in respect of any Taxes attributable to the income of any Unrestricted Subsidiaries of the Parent Borrower may be made only to the extent that such Unrestricted Subsidiaries have made cash payments for such purpose to Parent Borrower or its Restricted Subsidiaries; (B) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses payable to third parties) that are reasonable and customary and incurred in the ordinary course of business; (C) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) franchise Taxes and other fees, Taxes, and expenses, required to maintain its corporate existence; (D) the proceeds of which shall be used by Holdings to make Restricted Payments permitted by Section 6.08(a)(iv); (E) [Intentionally Omitted]; and (F) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent thereof to pay) fees and expenses related to any equity or debt offering permitted by this Agreement; and (vii) redemptions in whole or in part of any of its Equity Interests for another class of its Equity Interests or with proceeds from substantially concurrent equity contributions IPO, provided that, after giving effect to such purchase, redemption or issuances repurchase, no Default or Event of new Equity Interests; provided that such new Equity Interests contain terms Default shall have occurred and provisions at least as advantageous to the Lenders in all respects material to their interests as those contained in the Equity Interests redeemed therebybe continuing. (b) Neither Holdings nor the Parent Borrower will, nor will they permit any other Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Junior FinancingIndebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation cancelation or termination of any Junior Financing, or any other payment (including any payment under any Swap Agreement) that has a substantially similar effect to any of the foregoingIndebtedness, except: (i) payment of Indebtedness created under the Loan Documents; (ii) payment of regularly scheduled interest and principal payments as, in the form of payment as and when due in respect of any Indebtedness, other than (A) payments in respect of any the Subordinated Debt and the Junior Financing Subordinated Note prohibited by the subordination provisions thereof, (B) principal payments in respect of the Junior Subordinated Note and (C) cash interest payments in respect of the Junior Subordinated Note unless, in the case of any such payment specified in this clause (C), at the time of such payment and after giving pro forma effect thereto the Leverage Ratio shall not exceed 1.50 to 1.00 and such payment is due and payable on or after the fifth anniversary of the date of issuance of the Junior Subordinated Note; (iii) refinancings of Indebtedness to the extent permitted by Section 6.01; (iv) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; (v) payments on account of the redemption of the First Lien Notes or the Second Lien Notes or a combination thereof with not more than 25% of the aggregate net proceeds of one or more issuances of equity securities of Holdings, provided that (A) after giving effect to such redemption, no Default or Event of Default shall have occurred and be continuing, (B) not more than 35% of the original aggregate principal amount of the First Lien Notes or the Second Lien Notes is redeemed and (C) any such redemption shall be made within 90 days of such equity issuance and otherwise in compliance with the provisions of the First Lien Note Indenture or Second Lien Note Indenture, as applicable; (vi) payments in respect of any Permitted Receivables Facility; (vii) payments on account of the purchase, redemption or retirement of any First Lien Notes, Second Lien Notes or Subordinated Debt, provided that (A) after giving effect to such purchase, redemption or retirement, no Default shall have occurred and be continuing, (B) any such purchase, redemption or retirement shall be made during the Refinancing Period and otherwise in compliance with the provisions of the First Lien Note Indenture, Second Lien Note Indenture or the Subordinated Debt Documents, as applicable (it being understood and agreed that any First Lien Notes, Second Lien Notes or Subordinated Debt purchased, redeemed or retired pursuant to this clause (vii) shall immediately be canceled) and (C) in the case of any such payment to be made by the Borrower pursuant to this clause (vii) (other than a payment made with the Net Proceeds of a Specified Equity Offering (including the offering consummated on February 9, 2004) or Permitted Refinancing Indebtedness) on account of the purchase, redemption or retirement of any First Lien Notes, Second Lien Notes or Subordinated Debt (including payments in respect of redemption premiums or transaction fees or expenses), such payment shall be permitted only if, on a pro forma basis after giving effect thereto, the aggregate amount of cash and Permitted Investments owned by the Borrower and the Subsidiary Loan Parties (excluding any such cash and Permitted Investments that are subject to any Lien in favor of any Person other than the Collateral Agent for the benefit of the Secured Parties (it being understood that any such cash and Permitted Investments subject to a Lien in favor of the Collateral Agent to secure the Obligations shall not be excluded by virtue of being subject to Liens under the First Lien Documents and Second Lien Documents) and excluding cash and Permitted Investments escrowed or otherwise segregated to redeem or repurchase Indebtedness) is not less than $150,000,000; and (iiviii) payments on account of the conversion purchase, redemption or retirement of all or a portion of the Junior Subordinated Note with the Net Proceeds of any Permitted Junior Financing to Subordinated Note Refinancing Indebtedness or Specified Junior Subordinated Note Offering, or an exchange of Equity Interests issued by Holdings, in compliance with the other applicable provisions of this Agreement, for all or a portion of the Junior Subordinated Note; provided that the Junior Subordinated Note (other than Disqualified Equity Interestsor such portion) of Holdings or any of its direct or indirect parent companies or any Intermediate Parentshall be retired and canceled.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Parent The Borrower willwill not, nor and will they not permit any Restricted Subsidiary to, declare or Intermediate Parent make, or agree to pay or make, directly or indirectly, any Restricted Payment, except: (i) each Restricted Subsidiary may make Restricted Payments to the Parent Borrower or any and to its other Restricted Subsidiaries (and, in the case of a Restricted Payment by a non-wholly owned Restricted Subsidiary, to the Borrower and any of its other Restricted Subsidiaries and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity Interests); (ii) Holdings, any Intermediate Parent, the Parent Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the Equity Interests (other than Disqualified Equity Interests) of such Person; provided that in the case of any such Restricted Payment by a Restricted Subsidiary that is not a wholly-owned Wholly Owned Subsidiary of the Parent Borrower, such Restricted Payment is made to the Parent Borrower, any Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity Interests; (iii) Restricted Payments made on the Effective Closing Date to consummate the Transactions; (iv) repurchases of Equity Interests in Holdings (or Restricted Payments by Holdings to allow repurchases of Equity Interest in any direct or indirect parent of Holdings), the Parent Borrower or any Restricted Subsidiary deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price or withholding taxes payable in connection with the exercise of such options or warrants; (v) [Intentionally Omitted]Restricted Payments to Holdings which Holdings uses to redeem, acquire, retire, repurchase or settle its Equity Interests (or any stock appreciation rights issued with respect to any of such Equity Interests) (or make Restricted Payments to allow any of Holdings’ direct or indirect parent companies to so redeem, retire, acquire or repurchase their Equity Interests) held by current or former officers, managers, consultants, directors and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) of Holdings (only to the extent attributable to the Borrower) (or any direct or indirect parent thereof), the Borrower and the Restricted Subsidiaries, upon the death, disability, retirement or termination of employment of any such Person or otherwise in accordance with any stock option or stock appreciation rights plan, any management, director and/or employee stock ownership or incentive plan, stock subscription plan, employment termination agreement or any other employment agreements or equity holders’ agreement in an aggregate amount after the Closing Date together with the aggregate amount of loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (v) not to exceed the greater of (A) $12,500,000 in any calendar year, with unused amounts in any calendar year being carried over to up to the three immediately succeeding calendar years and (B) 12.5% of Consolidated EBITDA for such calendar year; provided that such amount in any calendar year may be increased by an amount not to exceed the cash proceeds of key man life insurance policies received by the Borrower or its Restricted Subsidiaries (or by Holdings and contributed to Borrower) after the Closing Date and not previously utilized under this clause (v); (vi) in addition to the Restricted Payments otherwise permitted under this Section 6.06, additional Restricted Payments in an aggregate amount not to exceed $15,000,000; provided that, in the case of this Section 6.06(a)(vi), immediately after giving effect to any Intermediate Parentsuch Restricted Payment, no Default or Event of Default shall be continuing; (vii) the Parent Borrower and the Restricted Subsidiaries may make Restricted Payments in cash to SMART Global Holdings, Inc., Holdings and any Intermediate Parent and, where applicable, Holdings and such Intermediate Parent may make Restricted Payments in cash in an aggregate amount not to exceed $1,000,000 after the Restatement Effective Date and prior to the first anniversary of the Restatement Effective Date and $200,000 for each year thereafter;: (A) for any taxable period for which the Borrower (x) is treated as a partnership or disregarded entity for U.S. federal or applicable state or local income tax purposes or (y) is a member of a consolidated, combined or similar income tax group for U.S. federal or applicable state or local income tax purposes of which a direct or indirect parent of the Borrower is the common parent (a “Tax Group”), the proceeds of which shall be used by Holdings (or any Intermediate Parent direct or indirect equity holder of Holdings) to pay its the portion of any U.S. federal, state or local income Taxes of the Borrower’s direct or indirect owners or of such Tax liability to the relevant jurisdiction in respect of consolidatedGroup, combinedas applicable, unitary or affiliated returns for such taxable period that are attributable to the income of the Parent Borrower and and/or its Subsidiaries; provided that (1) the amount of such Restricted Payments made pursuant to this clause (a)(vi)(A) for any taxable period shall not exceed the Tax liability amount of such Taxes that the Parent Borrower and/or its Subsidiaries (such Subsidiaries, as applicable) , would have incurred were paid had Borrower and/or such Taxes determined Subsidiaries, as if such entity(ies) were applicable, been a stand-alone taxpayer (or a stand-alone group; ), less any refunds received by VCH in respect to the VCH Tax Refund Receivable and provided, further, that (2) Restricted Payments under this clause (A) in respect of any Taxes attributable to the income of any an Unrestricted Subsidiaries of the Parent Borrower may Subsidiary shall be made permitted only to the extent that such Unrestricted Subsidiaries have Subsidiary has made cash payments for such purpose to Parent the Borrower or any of its Restricted Subsidiaries; (B) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) (1) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses payable to third parties) that are reasonable and customary and incurred in the ordinary course of businessbusiness and in each case only to the extent attributable to Holdings’ ownership of the Borrower and the Restricted Subsidiaries, in an aggregate amount together with the aggregate amount of loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (a)(vii)(B) not to exceed $1,000,000 in any fiscal year plus any reasonable and customary indemnification claims made by directors or officers of Holdings (or any parent thereof) attributable to the ownership or operations of the Borrower and the Restricted Subsidiaries, (2) fees and expenses (x) due and payable by the Borrower or any of the Restricted Subsidiaries and (y) otherwise permitted to be paid by the Borrower or such Restricted Subsidiary under this Agreement and (3) so long as no Event of Default under Section 7.01(a), (b), (h) or (i) shall have occurred and be continuing or would result therefrom, amounts due and payable pursuant to any investor management agreement entered into with the Sponsor on or after the Closing Date in an aggregate amount not to exceed 2.0% of Consolidated EBITDA for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 5.01(a) or (b); (C) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) franchise Taxes and similar Taxes, and other fees, Taxes, fees and expenses, required to maintain its corporate existence; (D) the proceeds of which to finance any Investment permitted to be made pursuant to Section 6.04; provided that (x) such Restricted Payment shall be used by made substantially concurrently with the closing of such Investment and (y) Holdings shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests but not including any loans or advances made pursuant to make Section 6.04(b)) to be contributed to the Borrower or the Restricted Payments Subsidiaries or (2) the Person formed or acquired to merge into or consolidate with the Borrower or any of the Restricted Subsidiaries to the extent such merger or consolidation is permitted by in Section 6.08(a)(iv); (E6.03) [Intentionally Omitted]in order to consummate such Investment, in each case in accordance with the requirements of Sections 5.11 and 5.12; and (FE) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent thereof to pay) fees and expenses related to any unsuccessful equity or debt offering permitted by this Agreement; andAgreement so long as the proceeds thereof were intended to be contributed to the Borrower and the Restricted Subsidiaries; (viiviii) in addition to the foregoing Restricted Payments and so long as (1) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (2) the Borrower shall be in compliance with the Financial Performance Covenant on a Pro Forma Basis as of the end of the most recent Test Period (regardless of whether such Financial Performance Covenant is applicable at such time), the Borrower may make additional Restricted Payments, in an aggregate amount, together with the aggregate amount of (1) prepayments, redemptions, purchases, defeasances and other payments in respect of Subordinated Indebtedness made pursuant to Section 6.08(b)(iv) and (2) loans and advances made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (viii), not to exceed the Available Amount; (ix) redemptions in whole or in part of any of its Equity Interests for another class of its Equity Interests or with proceeds from substantially concurrent equity contributions to it or issuances of its new Equity Interests; provided that such new Equity Interests contain terms and provisions at least as advantageous to the Lenders in all respects material to their interests as those contained in the Equity Interests redeemed thereby. (b) Neither Holdings nor the Parent The Borrower willwill not, nor and will they not permit any other Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Junior FinancingSubordinated Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Junior FinancingSubordinated Indebtedness, or any other payment (including any payment under any Swap Agreement) that has a substantially similar effect to any of the foregoing, except: (i) payment of regularly scheduled interest and principal payments as, in the form of payment and when due in respect of any Indebtedness, other than payments in respect of any Junior Financing Subordinated Indebtedness prohibited by the subordination provisions thereof; and; (ii) refinancings of Indebtedness to the extent permitted by Section 6.01; (iii) the conversion of any Junior Financing Subordinated Indebtedness to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parent companies companies; and (iv) so long as (1) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (2) the Borrower shall be in compliance with the Financial Performance Covenant on a Pro Forma Basis as of the end of the most recent Test Period (regardless of whether such Financial Performance Covenant is applicable at such time), prepayments, redemptions, purchases, defeasances and other payments in respect of any Intermediate ParentSubordinated Indebtedness prior to their scheduled maturity in an aggregate amount, together with the aggregate amount of (1) Restricted Payments made pursuant to clause (a)(viii) and (2) loans and advances made pursuant to Section 6.04(l) in lieu thereof not to exceed the Available Amount.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Parent The Borrower willwill not, nor will they the Borrower permit any Restricted Subsidiary to, declare or Intermediate Parent to pay or make, directly or indirectly, make any Restricted Payment, exceptexcept that: (i) each (A) the Restricted Subsidiaries may declare and make Restricted Payments ratably with respect to their Equity Interests and (B) any Restricted Subsidiary may make a Restricted Payments Payment to the Parent Borrower or any other Restricted Subsidiary; Subsidiary (ii) Holdingsso long as, any Intermediate Parent, the Parent Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the Equity Interests of such Person; provided that in the case of any such this clause (B), if the Restricted Subsidiary making the Restricted Payment by a Restricted Subsidiary that is not a wholly-wholly owned Subsidiary of (directly or indirectly) by the Parent Borrower, such Restricted Payment is made ratably among the holders of its Equity Interests); (ii) the Borrower and the Restricted Subsidiaries may declare and make Restricted Payments with respect to its Equity Interests payable solely in shares of Qualified Equity Interests (so long as, in the Parent case of this clause (ii), if the Restricted Subsidiary making the Restricted Payment is not wholly owned (directly or indirectly) by the Borrower, any Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests Payment is made ratably among the holders of the relevant class of its Equity Interests); (iii) the Restricted Payments made on Subsidiaries may make a Restricted Payment in connection with the Effective Date to consummate the Transactionsacquisition of additional Equity Interests in any Restricted Subsidiary from minority shareholders; (iv) repurchases of Equity Interests in Holdings (or Restricted Payments by Holdings to allow repurchases of Equity Interest in any direct or indirect parent of Holdings), the Parent Borrower or any Restricted Subsidiary may make repurchases of Equity Interests deemed to occur upon the cashless exercise of stock options or warrants if when such Equity Interests represent represents a portion of the exercise price of such options or warrantsthereof; (v) [Intentionally Omitted]the Restricted Subsidiaries may make Restricted Payments to allow the Borrower or any Restricted Subsidiary to purchase the Borrower’s preferred stock, common stock, restricted stock or common stock options from present or former consultants, directors, manager, officers or employees of the Borrower or any Subsidiary, or their estates, descendants, family, spouses or former spouses, upon the death, disability or termination of employment of such consultant, director, officer or employee or pursuant to any employee, management, director or manager equity plan, employee, management, director or manager stock option plan or any other employee, management, director or manager benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, manager, officer or consultant of the Borrower or any Subsidiary, provided that the aggregate amount of payments under this clause (v) subsequent to the Closing Date (net of proceeds received by such the Borrower subsequent to the date hereof in connection with resales of any stock or common stock options so purchased (which to the extent that such cash proceeds from the issuance of any such stock are utilized to make payments pursuant to this clause in excess of the amounts otherwise permitted hereunder then such equity proceeds so utilized shall not also increase the Available Amount)) shall not exceed $25,000,000 (with unused amounts in any fiscal year being carried over to the next succeeding fiscal year subject to a maximum of $50,000,000 in any fiscal year) per fiscal year, plus the amount of any key- man life insurance policies; provided that the cancellation of Indebtedness owing to the Borrower or any of its Subsidiaries in connection with a repurchase of any such Equity Interests and the redemption or cancellation of such Equity Interests without cash payment will not be deemed to constitute a Restricted Payment for purposes of this covenant or any other provision of this Agreement; (vi) the Borrower and its Restricted Subsidiaries may make Restricted Payments pursuant to the Intercompany License Agreements; (vii) the Borrower and its Restricted Subsidiaries may make Restricted Payments (A) (i) to consummate the Transactions, (ii) in respect of working capital adjustments or purchase price adjustments pursuant to the Acquisition Agreement, any Intermediate ParentPermitted Acquisition or other permitted Investments (other than pursuant to Section 6.04(aa)), (iii) to satisfy indemnity and other similar obligations under the Parent Acquisition Agreement, Permitted Acquisitions or other permitted Investments, (iv) to holders of restricted stock or restricted stock units under any equity plan and phantom stock awards (including MSUs (or similar equity grants)) as contemplated by and in accordance with the Acquisition Agreement and (v) to dissenting stockholders in connection with, or as a result of, their exercise of appraisal rights and the settlement of any claims or actions (whether actual, contingent or potential) with respect thereto (including any accrued interest), in each case of this clause (v), with respect to the Transactions and (B) to the Borrower or any Restricted Subsidiary to effectuate a Permitted Tax Restructuring; (viii) the Borrower and its Restricted Subsidiaries may make Restricted Payments necessary to consummate transactions permitted pursuant to Section 6.03 and to make Investments permitted pursuant to Section 6.04 (other than pursuant to Section 6.04(aa)); (ix) the Borrower and the Restricted Subsidiaries may forgive or cancel any Indebtedness owed to the Borrower or any Restricted Subsidiary issued for repurchases of the Borrower’s Equity Interests; (x) the Borrower or any Restricted Subsidiary may make additional Restricted Payments provided that (a) no Event of Default has occurred and is continuing or would result therefrom and (b) the Total Net Leverage Ratio after giving effect thereto on a Pro Forma Basis as of the Applicable Date of Determination is less than or equal to 3.00:1.00; (xi) distributions or payments of Securitization Fees, sales contributions and other transfers of Securitization Assets or Receivables Assets and purchases of Securitization Assets or Receivables Assets pursuant to Securitization Repurchase Obligations, in each case in connection with a Qualified Securitization Financing or a Receivables Facility; (xii) the Restricted Subsidiaries may make Restricted Payments to the Borrower the proceeds of which shall be used to pay customary costs, fees and expenses related to any unsuccessful equity or debt offering permitted by this Agreement; (xiii) the Restricted Subsidiaries may make Restricted Payments to the Borrower to (a) pay cash in lieu of fractional Equity Interests in connection with any dividend, split or combination thereof or any Acquisition, Investment or other transaction otherwise permitted hereunder and (b) honor any conversion request by a holder of convertible Indebtedness (to the extent such conversion request is paid solely in shares of Qualified Equity Interests of the Borrower) and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Indebtedness in accordance with its terms; and (xiv) the Borrower and the Restricted Subsidiaries may make Restricted Payments in cash to SMART Global Holdings, Inc., Holdings and any Intermediate Parent and, where applicable, Holdings and such Intermediate Parent may make Restricted Payments in cash in an aggregate amount not to exceed $1,000,000 after the Restatement Effective Date and prior to the first anniversary of the Restatement Effective Date and $200,000 for each year thereafter; (A) $50,000,000 (less any amounts applied pursuant to Section 6.06(b)(v)(A)) plus (B) the proceeds Available Amount; provided however that (a) at the time of which shall making such Restricted Payment, no Event of Default has occurred and is continuing or would result therefrom and (b) amounts pursuant to clause (b) of the definition of “Available Amount” may be used by Holdings or any Intermediate Parent to pay its Tax liability to the relevant jurisdiction in respect of consolidated, combined, unitary or affiliated returns attributable to the income of the Parent Borrower and its Subsidiaries; provided that fund Restricted Payments made Payment pursuant to this clause (a)(vi)(Axiv) shall not exceed the Tax liability that the Parent Borrower and/or its Subsidiaries (as applicable) would have incurred were such Taxes determined as if such entity(ies) were a stand-alone taxpayer or a stand-alone group; and provided, further, that Restricted Payments under this clause (A) in respect of any Taxes attributable to the income of any Unrestricted Subsidiaries of the Parent Borrower may be made only to the extent that such Unrestricted Subsidiaries have made cash payments for such purpose the Total Secured Net Leverage Ratio on a Pro Forma Basis after giving effect thereto as of the Applicable Date of Determination is less than or equal to Parent Borrower or its Restricted Subsidiaries; (B) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses payable to third parties) that are reasonable and customary and incurred in the ordinary course of business; (C) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) franchise Taxes and other fees, Taxes, and expenses, required to maintain its corporate existence; (D) the proceeds of which shall be used by Holdings to make Restricted Payments permitted by Section 6.08(a)(iv); (E) [Intentionally Omitted]; and (F) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent thereof to pay) fees and expenses related to any equity or debt offering permitted by this Agreement; and (vii) redemptions in whole or in part of any of its Equity Interests for another class of its Equity Interests or with proceeds from substantially concurrent equity contributions or issuances of new Equity Interests; provided that such new Equity Interests contain terms and provisions at least as advantageous to the Lenders in all respects material to their interests as those contained in the Equity Interests redeemed thereby3.00:1.00. (b) Neither Holdings nor the Parent The Borrower willwill not, nor will they the Borrower permit any other Restricted Subsidiary to, to make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Junior Financing, or any voluntary payment or other distribution (whether in cash, securities or other property), including any sinking fund of or similar depositin respect of principal or interest, on account or such payment by way of the purchase, redemption, retirement, acquisition, cancellation or termination termination, in each case prior to the final scheduled maturity thereof, of any Junior Financing, or any other Material Indebtedness that is contractually subordinated in right of payment (including any payment under any Swap Agreement) that has a substantially similar effect to any of the foregoing, Obligations (it being understood that Indebtedness shall not be deemed to be subordinated in right of payment to the Obligations merely because such Indebtedness is secured by a Lien that is junior to the Liens securing the applicable portion of the Obligations) except: (i) payment of regularly scheduled interest and principal payments (and fees, indemnities and expenses payable) as, in the form of payment and when due in respect of any Indebtedness, other than payments such Indebtedness to the extent permitted by any subordination or intercreditor provisions in respect of any Junior Financing prohibited by the subordination provisions thereof; and; (ii) the conversion Permitted Refinancings of any Junior Financing such Indebtedness to the extent such Permitted Refinancings are permitted by Section 6.01; (iii) payments of intercompany Indebtedness permitted under Section 6.01 to the extent permitted by any subordination provisions in respect thereof; (iv) convert, exchange, redeem, repay or prepay such Indebtedness into or for Equity Interests of the Borrower (other than Disqualified Equity InterestsInterests of the Borrower, except to the extent permitted under Section 6.01(y); (v) AHYDO Catch-Up Payments relating to Indebtedness of the Borrower and its Restricted Subsidiaries so long as no Event of Default under Section 7.01(a), (b), (h) or (i) has occurred and is continuing; (vi) any such payments or other distributions in an amount not to exceed (A) $50,000,000 (less any amounts applied pursuant to Section 6.06(a)(xiv)(A)) plus (B) the Available Amount; provided however that in the case of payments or distributions made pursuant to this clause (vi) (I) at the time of making such payment or distribution, no Event of Default has occurred and is continuing or would result therefrom and (II) amounts pursuant to clause (b) of Holdings the definition of “Available Amount” may be used to make payments pursuant to this clause (vi) only to the extent that the Total Secured Net Leverage Ratio on a Pro Forma Basis after giving effect thereto as of the Applicable Date of Determination is less than or equal to 3.00:1.00; (vii) payments or distributions made with net proceeds received by the Borrower after the Closing Date from the issuance or sale of Qualified Equity Interests of the Borrower (which such equity proceeds so utilized shall not also increase the Available Amount); (viii) the payment, redemption, repurchase, retirement, termination or cancellation of Indebtedness within 60 days of the date of the Redemption Notice if, at the date of any payment, redemption, repurchase, retirement, termination or cancellation notice in respect thereof (the “Redemption Notice”), such payment, redemption, repurchase, retirement termination or cancellation would have complied with another provision of its direct this Section 6.06(b); provided that such payment, redemption, repurchase, retirement termination or indirect parent companies or any Intermediate Parentcancellation shall reduce capacity under such other provision.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Parent Borrower willwill not, nor will they it permit any Restricted Subsidiary or Intermediate Parent to to, pay or make, directly or indirectly, any Restricted Payment, except: (i) each Restricted Subsidiary may make Restricted Payments to the Parent Borrower or any other Restricted Subsidiary; (ii) Holdings, any Intermediate Parent, the Parent Borrower and each Restricted Subsidiary may declare and make dividend payments or (other distributions payable solely in the Equity Interests of such Person; provided than a Restricted Subsidiary that is a Holding Company) (and, in the case of any such Restricted Payment by a Restricted Subsidiary that is not a wholly-owned Subsidiary of the Parent BorrowerSubsidiary, such Restricted Payment is made to the Parent Borrower, any Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary ratably based on their relative ownership interests of the relevant class of Equity Interests); (ii) [Reserved]; (iii) Restricted Payments made on the Effective Date to consummate the Transactions[Reserved]; (iv) [Reserved] (v) repurchases of Equity Interests in Holdings any Parent Entity (or make Restricted Payments by Holdings to allow repurchases of Equity Interest in any direct or indirect parent of Holdings), the Parent Borrower or any Restricted Subsidiary Entity) deemed to occur upon exercise of stock options or warrants or other incentive interests if such Equity Interests represent a portion of the exercise price of such stock options or warrants; (v) [Intentionally Omitted]warrants or other incentive interests; (vi) Holdings may redeem, acquire, retire or repurchase its Equity Interests (or any Intermediate Parentoptions, the warrants, restricted stock, stock appreciation rights or other equity-linked interests issued with respect to any of such Equity Interests) or make Restricted Payments to allow any of its Parent Borrower Entities to so redeem, retire, acquire or repurchase their Equity Interests (or any options, warrants, restricted stock, stock appreciation rights or other equity-linked interests issued with respect to any of such Equity Interests), in each case, held by current or former officers, managers, consultants, directors, employees, independent contractors or other service providers (or their respective spouses, former spouses, domestic partners, successors, executors, administrators, heirs, legatees or distributees) of Holdings or any Parent Entity thereof and the Restricted Subsidiaries Subsidiaries, upon the death, disability, retirement or termination of employment or service of, or breach of restrictive covenants by, any such Person or otherwise in accordance with any stock option or stock appreciation rights plan, any management, director and/or employee stock ownership or incentive plan, stock subscription plan, stock subscription or equity incentive award agreement, employment termination agreement or any other employment agreements or equity holders’ agreement; provided that, the aggregate amount of Restricted Payments permitted by this clause (vi) after the Closing Date, together with the aggregate amount of loans and advances to any Parent Entity previously made pursuant to Section 6.04(n) in lieu of Restricted Payments permitted by this clause (vi), shall not exceed $40,000,000 in any fiscal year with unused amounts in any fiscal year being carried over to succeeding fiscal years plus all net cash proceeds obtained from any key-man life insurance policies received during such fiscal year (without giving effect to the foregoing proviso); (vii) Holdings may make Restricted Payments in cash to SMART Global Holdings, Inc., Holdings and any Intermediate Parent and, where applicable, Holdings and such Intermediate Parent may make Restricted Payments in cash in an aggregate amount not to exceed $1,000,000 after the Restatement Effective Date and prior to the first anniversary of the Restatement Effective Date and $200,000 for each year thereafter;Entity: (A) the proceeds of which shall be used by such Parent Entity to pay Taxes of Holdings, any other Subsidiary of Holdings or any Intermediate Parent to pay its Tax liability to group that includes Holdings, the relevant jurisdiction in respect Borrower or any other Subsidiary of the Borrower and that files Taxes on a consolidated, combined, affiliated, unitary or affiliated returns similar basis, in each case attributable to the taxable income of the Parent Borrower Holdings and its Subsidiaries, net of any payment already made by Holdings or its Subsidiaries in respect of such Taxes; provided that Restricted Payments made pursuant to this clause subclause (a)(vi)(AA) shall not exceed the Tax liability amount of Taxes that the Parent Borrower and/or Holdings would have paid if Holdings and its Subsidiaries (as applicable) would have incurred were such Taxes determined as if such entity(ies) were a stand-alone taxpayer or a stand-alone tax group, reduced by any payment made by Holdings or its Subsidiaries; and provided, further, provided further that Restricted Payments under this clause subclause (A) in respect of any Taxes attributable to the income of any Unrestricted Subsidiaries of the Parent Borrower Holdings may be made only to the extent that such Unrestricted Subsidiaries have made cash payments for such purpose to Parent Borrower Holdings or its any Restricted SubsidiariesSubsidiary; (B) the proceeds of which shall be used by Holdings or any Intermediate such Parent Entity to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay1) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting accounting, tax reporting and similar expenses payable to third parties) ), that are reasonable and customary and incurred in the ordinary course of business, (2) any reasonable and customary indemnification claims made by directors, officers, members of management, managers, employees or consultants of Holdings (or any parent thereof) attributable to the ownership or operations of any Parent Entity, Holdings and the Restricted Subsidiaries, (3) fees and expenses (x) due and payable by the Borrower or any Restricted Subsidiary and (y) otherwise permitted to be paid by Holdings and the Restricted Subsidiaries under this Agreement and (4) payments that would otherwise be permitted to be paid directly by Holdings or the Restricted Subsidiaries pursuant to Section 6.09(iii) or (v); (C) the proceeds of which shall be used by Holdings (or any Intermediate Parent Entity) to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) franchise Taxes and other fees, similar Taxes, other fees and expenses, required to maintain its corporate existenceorganizational existence and auditing fees and expenses; (D) [Reserved] (E) the proceeds of which shall be used by any Parent Entity to finance any Investment that would be permitted to be made by Holdings or a Restricted Subsidiary pursuant to make Section 6.04 (other than Section 6.04(n)); provided that (1) such Restricted Payments Payment shall be made substantially concurrently with the closing of such Investment and (2) such Parent Entity shall, immediately following the closing thereof, cause (x) all property acquired (whether assets or Equity Interests) to be contributed to Holdings or any Restricted Subsidiary (any in no event shall any such contribution increase the Available Amount) or (y) the Person formed or acquired to merge into or consolidate with Holdings or any Restricted Subsidiary to the extent such merger or consolidation is permitted by Section 6.08(a)(iv)6.03) in order to consummate such Investment, in each case in accordance with the requirements of Section 5.13 and 5.14; (E) [Intentionally Omitted]; and (F) the proceeds of which shall be used by to pay customary salary, bonus, severance and other benefits payable to current or former directors, officers, members of management, managers, consultants, independent contractors or employees of Holdings or any Intermediate Parent Entity to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of Holdings and the Restricted Subsidiaries; (G) the proceeds of which shall be used by Holdings (or any Parent Entity) to pay (or to make Restricted Payments to allow any direct or indirect parent thereof to payi) fees and expenses related to any successful or unsuccessful equity issuance or offering or debt offering issuance, incurrence or offering, disposition or acquisition, Investment or other transaction permitted by this AgreementAgreement and (ii) Public Company Costs; and (viiH) the proceeds of which shall be used for the payment of insurance premiums to the extent attributable to any Parent Entity, the Borrower and its subsidiaries; (viii) Restricted Payments in an aggregate amount not to exceed the Available Amount that is Not Otherwise Applied as in effect immediately prior to the time of making of such Restricted Payment so long as (x) no Event of Default has occurred and is continuing (or would occur after giving Pro Forma Effect to such action) and (y) the Total Net Leverage Ratio on a Pro Forma Basis is less than or equal to 4.75:1.00, provided that where such Restricted Payment is funded from the Growth Amount, the Total Net Leverage Ratio, on a Pro Forma Basis, is less than or equal to 4.25:1.00; (ix) redemptions in whole or in part of any of its Equity Interests for another class of its Qualified Equity Interests or with proceeds from substantially concurrent equity contributions or issuances of new Qualified Equity InterestsInterests (and in no event shall such contribution or issuance so utilized increase the Available Amount); provided that such new Equity Interests contain terms and provisions at least as advantageous to the Lenders in all respects material to their interests as those contained in the Equity Interests redeemed thereby; (x) [Reserved]; (xi) the Borrower may make Restricted Payments to any Parent Entity to enable such Parent Entity to pay cash in lieu of fractional Equity Interests in connection with any dividend, split or combination thereof or any Permitted Acquisition (or other similar Investment); (xii) following the consummation of a Public Offering after the Closing Date, the payment of Restricted Payments to any direct Parent Entity of Holdings to fund the payment of regular dividends on such company’s Equity Interests, in an aggregate amount per annum not to exceed 6.0 % per annum of the aggregate amount of proceeds from such Public Offering received by, or contributed to Holdings, the Borrower or any Restricted Subsidiary; (xiii) payments made by Holdings or any Restricted Subsidiary in respect of withholding or similar taxes payable upon exercise of Equity Interests by any future, present or former employee, director, officer, manager or consultant (or their respective controlled Affiliates or Permitted Transferees) and any repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants or required withholding or similar taxes; (xiv) additional Restricted Payments; provided that after giving effect to such Restricted Payment on a Pro Forma Basis, the Total Net Leverage Ratio is less than or equal to 3.25:1.00 and there is no continuing Event of Default on the date of declaration; (xv) [Reserved]; (xvi) any Restricted Subsidiary may make Restricted Payments to Holdingsany Holding Company, the proceeds of which are applied by Holdingssuch Holding Company to satisfy any payment obligations owing under the Cristal PurchaseAcquisition Agreement; (xvii) [Reserved]; (xviii) Holdings may make Restricted Payments to holders of the common stock of Holdings or any Parent Entity in an amount equal to (a) $40,000,000 per annum plus (b) in any fiscal quarter, up to $0.25 per share for each such fiscal quarter (as such amount shall be appropriately adjusted for any stock, splits, stock dividends, reverse stock splits, stock consolidations and similar transactions provided that the amount permitted to be paid under this clause (xviii) in any fiscal year, or, in the case of clause (b), fiscal quarter may be increased by an amount equal to the difference (if positive) between the permitted amount in a preceding fiscal year or, in the case of clause (b), fiscal quarter and the amount actually used or applied by Holdings during such relevant period; and (xix) additional Restricted Payments; provided that (A) such Restricted Payments shall not exceed the greater of $175,000,000 and 20.0% of Consolidated EBITDA for the most recently ended Test Period and (B) there is no continuing Event of Default on the date of declaration. (b) Neither Holdings nor the Parent Borrower willwill not, nor will they it permit any other Restricted Subsidiary to, make or agree to pay or makepay, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any (x) Subordinated Indebtedness, (y) Indebtedness secured by a Lien that is junior to the Lien securing the Secured Obligations or (z) unsecured Indebtedness that is incurred or assumed pursuant to a basket set forth in Section 6.01(a) that requires such Indebtedness to have a maturity or Weighted Average Life to Maturity no shorter or earlier than that of the Term Loans, in each case that constitutes Material Indebtedness (collectively, “Junior FinancingDebt”), or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Junior FinancingDebt, in each case, on or any other payment prior to date that occurs earlier than one year prior to the scheduled maturity date thereof (including any payment under any Swap Agreement) that has a substantially similar effect to any of the foregoingcollectively, “Restricted Debt Payments”), except: (i) payment of regularly scheduled interest and principal payments, payments asof fees, in the form of payment expenses and indemnification obligations when due in respect of any Indebtedness, other than payments in respect of any Junior Financing Debt prohibited by the subordination provisions thereof; and; (ii) refinancings or exchanges of Junior Debt with proceeds of Permitted Refinancing Indebtedness that constitutes the same category of Junior Debt, which matures no earlier than the Junior Debt being refinanced or exchanged, in each case, to the extent such Indebtedness is permitted to be incurred under Section 6.01; (iii) (1) the conversion of any Junior Financing Debt to or payments with Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parent companies and (2) mandatory redemptions of Disqualified Equity Interests; (iv) prepayments, redemptions, purchases, defeasances and other payments or distributions in respect of Junior Debt prior to their scheduled maturity in an aggregate amount not to exceed the Available Amount that is Not Otherwise Applied as in effect immediately prior to the time of making of such Restricted Debt Payment, so long as (x) no Event of Default has occurred and is continuing (or would occur after giving Pro Forma Effect to such action) and (y) the Total Net Leverage Ratio on a Pro Forma Basis is less than or equal to 4.75:1.00, provided that where such Restricted Debt Payment is funded from the Growth Amount, the Total Net Leverage Ratio, on a Pro Forma Basis, is less than or equal to 4.25:1.00; (v) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Debt prior to their scheduled maturity; provided that after giving effect to such prepayment, redemption, purchase, defeasance or other payment (A) on a Pro Forma Basis, the Total Net Leverage Ratio is less than or equal to 3.75:1.00 as of the end of the most recently ended Test Period as of such time and (B) there is no continuing Event of Default; (vi) [Reserved]prepayments, redemptions, purchases, defeasances and other payments or distributions in respect of Subordinated Indebtedness owing (x) by any Holding Company to any other Holding Company and (y) by any Restricted Subsidiary to any Loan Party (other than to a Holding Company, unless such payment is made in connection with the consummation of the Cristal Acquisition), in each case other than any such prepayments, redemptions, purchases, defeasances and other payments or distributions that are prohibited by the subordination provisions in respect thereof; (vii) [Reserved] (viii) payments as part of an applicable high yield discount obligation or AHYDO catch-up payment. (c) Holdings will not, nor will it permit any Restricted Subsidiary to, amend or modify its Organizational Documents or any Intermediate Parentdocumentation governing any Junior Debt, in each case if the effect of such amendment or modification (when taken as a whole) is materially adverse to the Lenders. Notwithstanding anything herein to the contrary, the foregoing provisions of this Section 6.08 will not prohibit the payment of any Restricted Payment or the consummation of any irrevocable redemption, purchase, defeasance or other payment within 60 days after the date of declaration of such Restricted Payment or the giving of irrevocable notice of such redemption, purchase, defeasance or other payment, as applicable, if at the date of declaration or the giving of such notice such payment would have complied with the provisions of this Agreement.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Parent Borrower will, nor will they permit any Restricted Subsidiary or Intermediate Parent to pay to, declare or make, directly or indirectly, any Restricted Payment, except: (i) each Restricted Subsidiary may make Restricted Payments to the Parent Borrower or any other Restricted SubsidiarySubsidiary of the Borrower; (ii) Holdings, any Intermediate Parent, the Parent Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the Qualified Equity Interests of such Person; provided that in the case of any such Restricted Payment by a Restricted Subsidiary that is not a wholly-owned Wholly Owned Subsidiary of the Parent Borrower, such Restricted Payment is made to the Parent Borrower, any Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity Interests; (iii) Restricted Payments made on the Effective Date to consummate the Transactions; (iv) repurchases of Equity Interests in Holdings (or Restricted Payments by Holdings to allow repurchases of Equity Interest Interests in any direct or indirect parent of Holdings), the Parent Borrower ) or any Restricted Subsidiary deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants; (v) so long as no Default under Section 7.01(a), (b), (h) or (i) shall have occurred and be continuing or would result therefrom, Holdings may redeem, acquire, retire or repurchase its Equity Interests (or any options or warrants or stock appreciation rights issued with respect to any of such Equity Interests) (or make Restricted Payments to allow any of Holdings’ direct or indirect parent companies to so redeem, retire, acquire or repurchase their Equity Interests) held by current or former officers, managers, consultants, directors and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) of Holdings (or any direct or indirect parent thereof), the Borrower and the Restricted Subsidiaries, upon the death, disability, retirement or termination of employment of any such Person or otherwise in accordance with any stock option or stock appreciation rights plan, any management, director and/or employee stock ownership or incentive plan, stock subscription plan, employment termination agreement or any other employment agreements or equity holders’ agreement in an aggregate amount after the Effective Date together with the aggregate amount of loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (v) not to exceed $4,000,000 in any fiscal year; provided that such amount in any calendar year may be increased by an amount not to exceed the cash proceeds of key man life insurance policies received by the Borrower or its Restricted Subsidiaries after the Effective Date; (vi) [Intentionally Omittedreserved]; (vivii) any Intermediate Parent, the Parent Borrower and the Restricted Subsidiaries may make Restricted Payments in cash to SMART Global Holdings, Inc., Holdings and any Intermediate Parent andParent, where applicable, Holdings and such Intermediate Parent may make the Borrower or any Restricted Payments in cash in an aggregate amount not to exceed $1,000,000 after the Restatement Effective Date and prior to the first anniversary of the Restatement Effective Date and $200,000 for each year thereafter;Subsidiary: (A) the proceeds of which shall be used by Holdings Holdings, any Intermediate Parent, the Borrower or any Intermediate Parent Restricted Subsidiary to pay its Tax liability to the relevant jurisdiction in respect of consolidated, combined, unitary or affiliated returns attributable to the income of the Parent Borrower and any of its Restricted Subsidiaries; provided that Restricted Payments made pursuant to this clause (a)(vi)(Aa)(vii)(A) shall not exceed the Tax liability that Holdings and/or the Parent Borrower and/or its relevant Restricted Subsidiaries (as applicable) would have incurred were such Taxes determined as if such entity(ies) were a stand-stand alone taxpayer or a stand-alone group; and provided, further, that Restricted Payments under this clause (A) in respect of any Taxes attributable to the income of any Unrestricted Subsidiaries of the Parent Borrower may be made only to the extent that such Unrestricted Subsidiaries have made cash payments for such purpose to Parent Borrower or its Restricted Subsidiaries; (B) the proceeds of which shall be used by Holdings Holdings, any Intermediate Parent, the Borrower or any Intermediate Parent Restricted Subsidiary to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay1) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses payable to third parties) that are reasonable and customary and incurred in the ordinary course of business, and customary indemnification claims made by directors or officers of Holdings (or any parent thereof), in each case to the extent attributable to the ownership or operations of Holdings and the Restricted Subsidiaries, (2) fees and expenses (x) due and payable by any of the Restricted Subsidiaries and (y) otherwise permitted to be paid by such Restricted Subsidiary under this Agreement and (3) amounts due and payable pursuant to Section 6.07(iv); (C) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) franchise Taxes and other fees, Taxes, Taxes and expenses, expenses required to maintain its corporate existence; (D) the proceeds of which shall be used by Holdings to make Restricted Payments permitted by Section 6.08(a)(iv6.06(a)(iv) or Section 6.06(a)(v); (E) [Intentionally Omitted]; and (F) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent thereof to pay) fees and expenses related to any unsuccessful equity or debt offering permitted by this Agreement; (F) the proceeds of which shall be used to make payments permitted by clause (b)(iv) of this Section 6.06; and (viiG) redemptions the proceeds of which are applied to the purchase or other acquisition of all or substantially all of the property and assets or business of any Person, or of assets constituting a business unit, a line of business or division of such Person, or of all the Equity Interests in whole a Person, provided that such purchase or other acquisition would have constituted a “Permitted Acquisition” permitted to be made pursuant to Section 6.04; provided, further, that (A) such Restricted Payment shall be made concurrently with the closing of such purchase or other acquisition, (B) the recipient of such Restricted Payment shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests) to be contributed to the Borrower or one of its Restricted Subsidiaries (other than an Excluded Subsidiary) or (2) the merger (to the extent permitted in part Section 6.03) of the Person formed or acquired into the Borrower or one of its Restricted Subsidiaries (other than an Excluded Subsidiary) in order to consummate such purchase or other acquisition, (C) Holdings or such direct or indirect parent company and its Affiliates (other than the Borrower or a Restricted Subsidiary) receives no consideration or other payment from Holdings or any of its Equity Interests for another class of its Equity Interests or Restricted Subsidiaries in connection with proceeds from substantially concurrent equity contributions or issuances of new Equity Interests; provided that such new Equity Interests contain terms and provisions at least as advantageous transaction, except to the Lenders extent Holdings or a Restricted Subsidiary could have given such consideration or made such payment in all respects material compliance with Section 6.07, (D) any property received by the Borrower shall not increase the Available Amount and (E) such Investment shall be deemed to their interests as those contained in be made by the Equity Interests redeemed thereby.Borrower or such Restricted Subsidiary pursuant to Section 6.04(h); (bviii) Neither so long as no Event of Default shall have occurred and be continuing or would result therefrom and Holdings nor would be in compliance with the Parent Borrower willcovenants set forth in Sections 6.10 and 6.11 and with a Senior Secured Leverage Ratio not to exceed 2.00 to 1.00, nor will they permit any in each case on a Pro Forma Basis as of the end of the most recently ended Test Period, Restricted Payments in an aggregate amount not to exceed the Available Amount at such time; (ix) so long as no Event of Default shall have occurred and be continuing, other Restricted Subsidiary toPayments in an aggregate amount, make or agree together with all other Restricted Payments made pursuant to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other propertythis Section 6.06(a)(ix) of or in respect of principal of or interest on any Junior Financing, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, and payments on account of Junior Financings made pursuant to Section 6.06(b)(v), not to exceed $10,000,000 (together with the purchase, redemption, retirement, acquisition, cancellation or termination aggregate amount of any Junior Financing, or any other payment loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (including any payment under any Swap Agreementa)(ix)); (x) that has a substantially similar effect Holdings and the Borrower may make Restricted Payments to any the extent of the foregoing, except: Net Proceeds received by Holdings (i) payment of regularly scheduled interest and principal payments as, in the form case of payment and when due in respect of any Indebtedness, other than payments in respect of any Junior Financing prohibited Restricted Payments by the subordination provisions thereof; and (iiBorrower, to the extent contributed to the Borrower as cash common equity) the conversion from any issuance of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings not otherwise included in the Available Amount, so long as such Restricted Payment is made within 90 days of the receipt of such Net Proceeds and, with respect to any such Restricted Payments, no Event of Default shall have occurred and be continuing or would result therefrom; (xi) to the extent constituting Restricted Payments, Holdings and its Restricted Subsidiaries may enter into transactions expressly permitted by Sections 6.03 and 6.04; (xii) the Borrower or any of its direct Restricted Subsidiaries may (i) pay cash in lieu of fractional shares in connection with any dividend, split or indirect parent companies combination thereof or any Intermediate Parent.Permitted Acquisition and (ii) honor any non-cash conversion request by a holder of convertible Indebtedness and make cash payments in lieu of fractional shares in connection with any such conversion; (xiii) Restricted Payments in order to effectuate payments that at such time are permitted to be made pursuant to Section 6.07(iii), (iv), (vii) and (x);

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Parent The Borrower willwill not, nor and will they not permit any Restricted Subsidiary to, declare or Intermediate Parent make, or agree to pay or make, directly or indirectly, any Restricted Payment, except: (i) each Restricted Subsidiary may make Restricted Payments to the Parent Borrower or any and to its other Restricted Subsidiaries (and, in the case of a Restricted Payment by a non-wholly owned Restricted Subsidiary, to the Borrower and any of its other Restricted Subsidiaries and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity Interests); (ii) Holdings, any Intermediate Parent, the Parent Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the Equity Interests of such Person; provided that in the case of any such Restricted Payment by a Restricted Subsidiary that is not a wholly-owned Wholly Owned Subsidiary of the Parent Borrower, such Restricted Payment is made to the Parent Borrower, any Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity Interests; (iii) Restricted Payments made on the Effective Date to consummate the Transactions; (iv) repurchases of Equity Interests in Holdings (or Restricted Payments by Holdings to allow repurchases of Equity Interest in any direct or indirect parent of Holdings), the Parent Borrower or any Restricted Subsidiary deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price or withholding taxes payable in connection with the exercise of such options or warrants; (v) [Intentionally Omitted]Restricted Payments to Holdings which Holdings may use to redeem, acquire, retire, repurchase or settle its Equity Interests (or any options or warrants or stock appreciation rights issued with respect to any of such Equity Interests) (or make Restricted Payments to allow any of the Holdings’ direct or indirect parent companies to so redeem, retire, acquire or repurchase their Equity Interests) held by current or former officers, managers, consultants, directors and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) of Holdings (or any direct or indirect parent thereof), the Borrower and the Restricted Subsidiaries, upon the death, disability, retirement or termination of employment of any such Person or otherwise in accordance with any stock option or stock appreciation rights plan, any management, director and/or employee stock ownership or incentive plan, stock subscription plan, employment termination agreement or any other employment agreements or equity holders’ agreement in an aggregate amount after the Effective Date together with the aggregate amount of loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (v) not to exceed $7,500,000 in any calendar year with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum of $15,000,000 in any calendar year (without giving effect to the following proviso); provided that such amount in any calendar year may be increased by an amount not to exceed the cash proceeds of key man life insurance policies received by the Borrower or its Restricted Subsidiaries (or by Holdings and contributed to Borrower) after the Effective Date; (vi) any Intermediate Parent, [Reserved] (vii) the Parent Borrower and the Restricted Subsidiaries may make Restricted Payments in cash to SMART Global Holdings, Inc., Holdings and any Intermediate Parent and, where applicable, Holdings and such Intermediate Parent may make Restricted Payments in cash in an aggregate amount not to exceed $1,000,000 after the Restatement Effective Date and prior to the first anniversary of the Restatement Effective Date and $200,000 for each year thereafter;Parent: (A) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay its Tax liability to the relevant jurisdiction in respect of consolidated, combined, unitary or affiliated returns attributable to the income of the Parent Borrower and its Subsidiaries; provided that Restricted Payments made pursuant to this clause (a)(vi)(Aa)(vii)(A) shall not exceed the Tax liability that the Parent Borrower and/or its Subsidiaries (as applicable) would have incurred were such Taxes determined as if such entity(ies) were a stand-alone taxpayer or a stand-alone group; and provided, further, that Restricted Payments under this clause (A) in respect of any Taxes attributable to the income of any Unrestricted Subsidiaries of the Parent Borrower may be made only to the extent that such Unrestricted Subsidiaries have made cash payments for such purpose to Parent Borrower or its Restricted Subsidiaries; (B) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) (1) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses payable to third parties) that are reasonable and customary and incurred in the ordinary course of business, in an aggregate amount together with the aggregate amount of loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (a)(vii)(B) not to exceed $3,000,000 in any fiscal year plus any reasonable and customary indemnification claims made by directors or officers of Holdings (or any parent thereof) attributable to the ownership or operations of Holdings and the Restricted Subsidiaries, (2) fees and expenses (x) due and payable by any of the Restricted Subsidiaries and (y) otherwise permitted to be paid by such Restricted Subsidiary under this Agreement and (3) amounts due and payable pursuant to the Investor Management Agreement permitted to be paid pursuant to Section 6.09(iv); (C) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) franchise Taxes and other fees, Taxes, Taxes and expenses, expenses required to maintain its corporate existence; (D) the proceeds of which to finance any Investment permitted to be made pursuant to Section 6.04; provided that (A) such Restricted Payment shall be used by made substantially concurrently with the closing of such Investment and (B) Holdings or any Intermediate Parent shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests but not including any loans or advances made pursuant to make Section 6.04(b)) to be contributed to the Borrower or the Restricted Payments Subsidiaries or (2) the Person formed or acquired to merge into or consolidate with the Borrower or any of the Restricted Subsidiaries to the extent such merger or consolidation is permitted by in Section 6.08(a)(iv); (E6.03) [Intentionally Omitted]in order to consummate such Investment, in each case in accordance with the requirements of Sections 5.11 and 5.12; and (FE) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent thereof to pay) fees and expenses related to any unsuccessful equity or debt offering permitted by this Agreement. (viii) in addition to the foregoing Restricted Payments and so long as no Event of Default shall have occurred and be continuing or would result therefrom, the Borrower may make additional Restricted Payments to any Intermediate Parent and Holdings, in an aggregate amount, together with the aggregate amount of (1) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings made pursuant to Section 6.08(b)(iv) and (2) loans and advances made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (viii), not to exceed (x) (A) $15,000,000 or (B) if the Total Leverage Ratio of the Borrower is equal to or less than 5.75 to 1.0 as of the most recent Test Period for which financial statements have been delivered pursuant to Section 5.01(a) or (b), $30,000,000 plus (y) so long as the Borrower’s Total Leverage Ratio shall be equal to or less than 5.25 to 1.0 on a Pro Forma Basis as of the end of the most recent Test Period for which financial statements have been delivered pursuant to Section 5.01(a) or (b), the amount of Cumulative Excess Cash Flow that is Not Otherwise Applied plus (z) the aggregate amount of the Net Proceeds of the issuance of, or contribution in respect of existing, Qualified Equity Interests (other than any such issuance or contribution made pursuant to Section 7.02) that are Not Otherwise Applied; and (viiix) redemptions in whole or in part of any of its Equity Interests for another class of its Equity Interests or with proceeds from substantially concurrent equity contributions or issuances of new Equity Interests; provided that such new Equity Interests contain terms and provisions at least as advantageous to the Lenders in all respects material to their interests as those contained in the Equity Interests redeemed thereby. (b) Neither Holdings nor the Parent The Borrower willwill not, nor and will they not permit any other Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Junior Financing, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Junior Financing, or any other payment (including any payment under any Swap Agreement) that has a substantially similar effect to any of the foregoing, except: (i) payment of regularly scheduled interest and principal payments as, in the form of payment and when due in respect of any Indebtedness, other than payments in respect of any Junior Financing prohibited by the subordination provisions thereof; and; (ii) refinancings of Indebtedness to the extent permitted by Section 6.01; (iii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parent companies or any Intermediate Parent; and (iv) so long as no Event of Default shall have occurred and be continuing or would result therefrom, prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount, together with the aggregate amount of (1) Restricted Payments made pursuant to clause (a)(viii) and (2) loans and advances made pursuant to Section 6.04(l) in lieu thereof not to exceed the sum of (x) (A) $15,000,000 or (B) if the Total Leverage Ratio of the Borrower is equal to or less than 5.75 to 1.0 as of the most recent Test Period, $30,000,000 plus (y) so long as the Borrower’s Total Leverage shall be equal to or less than 5.25 to 1.0 on a Pro Forma Basis as of the end of the most recent Test Period for which financial statements have been delivered pursuant to Section 5.01(a) or (b), the amount of Cumulative Excess Cash Flow that is Not Otherwise Applied plus (z) the aggregate amount of the Net Proceeds of the issuance of, or contribution in respect of existing, Qualified Equity Interests (other than any such issuance or contribution made pursuant to Section 7.02) that are Not Otherwise Applied.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor None of Holdings, the Parent Borrower, any Subsidiary Term Borrower or any Foreign Subsidiary Borrower will, nor will they permit any Restricted Subsidiary to, declare or Intermediate Parent make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except: (i) each Restricted Subsidiary Holdings may make Restricted Payments declare and pay dividends with respect to the Parent Borrower or any other Restricted Subsidiaryits Equity Interests payable solely in additional Equity Interests in Holdings; (ii) HoldingsSubsidiaries may declare and pay dividends ratably with respect to their capital stock; (iii) the Parent Borrower may make payments to Holdings to permit it to make, any Intermediate Parentand Holdings may make, Restricted Payments, not exceeding $5,000,000 during the term of this Agreement, in each case pursuant to and in accordance with stock option plans, equity purchase programs or agreements or other benefit plans, in each case for management or employees or former employees of the Parent Borrower and each Restricted Subsidiary the Subsidiaries; (iv) the Parent Borrower may declare make Permitted Tax Distributions to Holdings or any other direct or indirect equity owners of the Parent Borrower; (v) the Parent Borrower may pay dividends to Holdings at such times and make dividend payments or in such amounts as shall be necessary to permit Holdings to discharge and satisfy its obligations that are permitted hereunder (including (A) state and local taxes and other distributions payable solely governmental charges, and administrative and routine expenses required to be paid by Holdings in the Equity Interests ordinary course of business and (B) cash dividends payable by Holdings in respect of Qualified Holdings Preferred Stock issued pursuant to clauses (b) and (c) of the definition thereof; provided that dividends payable by the Parent Borrower to Holdings pursuant to this clause (v) in order to satisfy cash dividends payable by Holdings in respect of Qualified Holdings Preferred Stock issued pursuant to clause (c) of the definition thereof may only be made after the fiscal year ending December 31, 2013, with Excess Cash Flow not otherwise required to be used to prepay Term Loans pursuant to Section 2.11(d)) (without duplication of amounts used pursuant to Section 6.08(b)(v)(A) or amounts included in the Available Amount and used pursuant to Sections 6.04(s), 6.08(a)(vii) or 6.08(b)(vii)); (vi) the Parent Borrower may make payments to Holdings to permit it to make, and Holdings may make payments permitted by Sections 6.09(d), (e), (f) and (g); provided that, at the time of such Personpayment and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and Holdings and the Parent Borrower are in compliance with Section 6.12; provided, further, that any payments that are prohibited because of the immediately preceding proviso shall accrue and may be made as so accrued upon the curing or waiver of such Default, Event of Default or noncompliance; and (vii) (A) the Parent Borrower and Holdings may make Restricted Payments in an aggregate amount not to exceed the Available Amount and (B) Holdings may make Restricted Payments with the proceeds of Restricted Payments made to it by the Borrower pursuant to clause (A); provided that in the case of both clauses (A) and (B), at the time of such payment and after giving effect thereto, (i) no Default or Event of Default shall have occurred and be continuing and (ii) at the time of such payment and after giving effect thereto and to the incurrence of any such Restricted Payment by a Restricted Subsidiary that Indebtedness in connection therewith, the Leverage Ratio is not a wholly-owned Subsidiary greater than 2.00 to 1.00. (b) None of the Parent BorrowerHoldings, such Restricted Payment is made to the Parent Borrower, any Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity Interests; (iii) Restricted Payments made on the Effective Date to consummate the Transactions; (iv) repurchases of Equity Interests in Holdings (or Restricted Payments by Holdings to allow repurchases of Equity Interest in any direct or indirect parent of Holdings), the Parent Term Borrower or any Restricted Foreign Subsidiary deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants; (v) [Intentionally Omitted]; (vi) any Intermediate Parent, the Parent Borrower and the Restricted Subsidiaries may make Restricted Payments in cash to SMART Global Holdings, Inc., Holdings and any Intermediate Parent and, where applicable, Holdings and such Intermediate Parent may make Restricted Payments in cash in an aggregate amount not to exceed $1,000,000 after the Restatement Effective Date and prior to the first anniversary of the Restatement Effective Date and $200,000 for each year thereafter; (A) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay its Tax liability to the relevant jurisdiction in respect of consolidated, combined, unitary or affiliated returns attributable to the income of the Parent Borrower and its Subsidiaries; provided that Restricted Payments made pursuant to this clause (a)(vi)(A) shall not exceed the Tax liability that the Parent Borrower and/or its Subsidiaries (as applicable) would have incurred were such Taxes determined as if such entity(ies) were a stand-alone taxpayer or a stand-alone group; and provided, further, that Restricted Payments under this clause (A) in respect of any Taxes attributable to the income of any Unrestricted Subsidiaries of the Parent Borrower may be made only to the extent that such Unrestricted Subsidiaries have made cash payments for such purpose to Parent Borrower or its Restricted Subsidiaries; (B) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses payable to third parties) that are reasonable and customary and incurred in the ordinary course of business; (C) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) franchise Taxes and other fees, Taxes, and expenses, required to maintain its corporate existence; (D) the proceeds of which shall be used by Holdings to make Restricted Payments permitted by Section 6.08(a)(iv); (E) [Intentionally Omitted]; and (F) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent thereof to pay) fees and expenses related to any equity or debt offering permitted by this Agreement; and (vii) redemptions in whole or in part of any of its Equity Interests for another class of its Equity Interests or with proceeds from substantially concurrent equity contributions or issuances of new Equity Interests; provided that such new Equity Interests contain terms and provisions at least as advantageous to the Lenders in all respects material to their interests as those contained in the Equity Interests redeemed thereby. (b) Neither Holdings nor the Parent Borrower will, nor will they permit any other Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Junior FinancingIndebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Junior Financing, or any other payment (including any payment under any Swap Agreement) that has a substantially similar effect to any of the foregoingIndebtedness, except: (i) payment of Indebtedness created under the Loan Documents; (ii) payment of regularly scheduled interest and principal payments as, in the form of payment as and when due in respect of any Indebtedness, other than payments in respect of any Junior Financing subordinated Indebtedness prohibited by the subordination provisions thereof; (iii) refinancings of Indebtedness to the extent permitted by Section 6.01; (iv) payment of secured Indebtedness out of the proceeds of any sale or transfer of the property or assets securing such Indebtedness; (v) payments in respect of the repurchase, retirement or other acquisition of Equity Interests in Holdings using (A) the portion of Excess Cash Flow not subject to mandatory prepayment pursuant to Section 2.11(d) (without duplication of amounts used pursuant to Section 6.08(a)(v) or amounts included in the Available Amount and used pursuant to Sections 6.04(s), 6.08(a)(vii) or 6.08(b)(vii)) or (B) any source of cash (to the extent not otherwise prohibited in this Agreement) up to an amount not to exceed (x) if after giving effect to such payment, the Leverage Ratio would be (1) less than 2.25 to 1.00, $100,000,000, (2) less than 2.75 to 1.00, but greater than or equal to 2.25 to 1.00, $75,000,000 and (3) less than 3.25 to 1.00 but greater than or equal to 2.75 to 1.00, $50,000,000 and (y) otherwise, $15,000,000; (vi) payments of Indebtedness with the Net Proceeds of an issuance of Equity Interests in Holdings; and (vii) payments of Indebtedness in an amount equal to the Available Amount; provided that at the time of such payment and after giving effect thereto, (i) no Default or Event of Default shall have occurred and be continuing and (ii) at the conversion time of such payment and after giving effect thereto and to the incurrence of any Junior Financing Indebtedness in connection therewith, the Leverage Ratio is not greater than 2.00 to Equity Interests 1.00. (other than Disqualified Equity Interestsc) None of Holdings Holdings, the Parent Borrower or any Foreign Subsidiary Borrower will, nor will they permit any Subsidiary to, enter into or be party to, or make any payment under, any Synthetic Purchase Agreement unless (i) in the case of its direct any Synthetic Purchase Agreement related to any Equity Interest of Holdings, the payments required to be made by Holdings are limited to amounts permitted to be paid under Section 6.08(a), (ii) in the case of any Synthetic Purchase Agreement related to any Restricted Indebtedness, the payments required to be made by Holdings, the Parent Borrower or indirect parent companies or the Subsidiaries thereunder are limited to the amount permitted under Section 6.08(b) and (iii) in the case of any Intermediate ParentSynthetic Purchase Agreement, the obligations of Holdings, the Parent Borrower and the Subsidiaries thereunder are subordinated to the Obligations on terms satisfactory to the Required Lenders.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Parent Borrower will, nor will they permit any Restricted Subsidiary or Intermediate Parent to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except: (i) each Restricted Subsidiary may make Restricted Payments to the Parent Borrower or any other Restricted Subsidiary; (ii) Holdings, any Intermediate Parent, the Parent Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the Equity Interests of such Person; provided that in the case of any such Restricted Payment by a Restricted Subsidiary that is not a wholly-owned Wholly Owned Subsidiary of the Parent Borrower, such Restricted Payment is made to the Parent Borrower, any Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity Interests; (ii) the Special Dividend; (iii) Restricted Payments made on Holdings, any Intermediate Parent and the Effective Date to consummate Borrower may declare and make dividend payments or other distributions payable solely in the TransactionsEquity Interests of such Person; (iv) repurchases of Equity Interests in Holdings (or Restricted Payments by Holdings to allow repurchases of Equity Interest in any direct or indirect parent of Holdings), any Intermediate Parent, the Parent Borrower or any Restricted Subsidiary deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrantswarrants or other incentive interests; (v) [Intentionally Omitted]Restricted Payments to Holdings which Holdings may use to redeem, acquire, retire or repurchase its Equity Interests (or any options, warrants, restricted stock, stock appreciation rights or other equity linked interests issued with respect to any of such Equity Interests) (or make Restricted Payments to allow any of the Holdings’ direct or indirect parent companies to so redeem, retire, acquire or repurchase their Equity Interests) held by current or former officers, managers, consultants, directors and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) of Holdings (or any direct or indirect parent thereof), any Intermediate Parent, the Borrower and the Restricted Subsidiaries, upon the death, disability, retirement or termination of employment of any such Person or otherwise in accordance with any stock option or stock appreciation rights plan, any management, director and/or employee stock ownership or incentive plan, stock subscription plan, employment termination agreement or any other employment agreements or equity holders’ agreement in an aggregate amount after the Effective Date together with the aggregate amount of loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (v) not to exceed $30,000,000 in any calendar year with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum of $50,000,000 in any calendar year (without giving effect to the following proviso); provided that such amount in any calendar year may be increased by an amount not to exceed the cash proceeds of key man life insurance policies received by the Borrower or its Restricted Subsidiaries after the Effective Date; (vi) (A) for any taxable period for which the Borrower and/or any of its Subsidiaries are members of a consolidated, combined or unitary tax group for U.S. federal and/or applicable state, local or foreign income Tax purposes of which an Intermediate Parent, Holdings or a direct or indirect parent of Holdings is the Parent common parent (a “Tax Group”), the Borrower and the Restricted Subsidiaries may make Restricted Payments in cash to SMART Global Holdings, Inc., Holdings and any Intermediate Parent andor Holdings, where applicable, Holdings and such Intermediate Parent may make Restricted Payments in cash in an aggregate amount not to exceed $1,000,000 after the Restatement Effective Date and prior to the first anniversary of the Restatement Effective Date and $200,000 for each year thereafter; (A) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay its the portion of any U.S. federal, state, local or foreign income Taxes (as applicable) of such Tax liability to the relevant jurisdiction in respect of consolidated, combined, unitary or affiliated returns Group for such taxable period that is attributable to the income of the Parent Borrower and and/or its Subsidiaries; provided that Restricted Payments made pursuant to this clause (a)(vi)(Avi)(A) shall not exceed the Tax liability that the Parent Borrower and/or its applicable Subsidiaries (as applicable) would have incurred in respect of such Taxes were such Taxes determined as if such entity(ies) were a stand-alone taxpayer or a stand-alone group; and provided, further, that Restricted Payments under this clause (Avi)(A) in respect of any Taxes attributable to the income of any Unrestricted Subsidiaries of the Parent Borrower may be made only to the extent that such Unrestricted Subsidiaries have made cash payments for such purpose to Parent Borrower or its Restricted Subsidiaries; (B) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses payable to third parties) that are reasonable and customary and incurred in the ordinary course of business; (C) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) franchise Taxes and other fees, Taxes, and expenses, required to maintain its corporate existence; (D) the proceeds of which shall be used by Holdings to make Restricted Payments permitted by Section 6.08(a)(iv); (E) [Intentionally Omitted]; and (F) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent thereof to pay) fees and expenses related to any equity or debt offering permitted by this Agreement; and (vii) redemptions in whole or in part of any of its Equity Interests for another class of its Equity Interests or with proceeds from substantially concurrent equity contributions or issuances of new Equity Interests; provided that such new Equity Interests contain terms and provisions at least as advantageous to the Lenders in all respects material to their interests as those contained in the Equity Interests redeemed thereby. (b) Neither Holdings nor the Parent Borrower will, nor will they permit any other Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Junior Financing, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Junior Financing, or any other payment (including any payment under any Swap Agreement) that has a substantially similar effect to any of the foregoing, except: (i) payment of regularly scheduled interest and principal payments as, in the form of payment and when due in respect of any Indebtedness, other than payments in respect of any Junior Financing prohibited by the subordination provisions thereof; and (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parent companies or any Intermediate Parent.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Parent The Borrower willwill not, nor and will they not permit any Restricted Subsidiary or Intermediate Parent to pay or maketo, directly or indirectly, any Restricted Payment, except: (i) each Restricted Subsidiary may declare or pay any dividend or make Restricted Payments any distribution on or with respect to its Equity Interests held by Persons other than the Parent Borrower or any of its Subsidiaries (other Restricted than (A) dividends or distributions payable solely in its Equity Interests (other than Disqualified Equity Interests) or in options, warrants or other rights to acquire such Equity Interests, (B) pro rata dividends or distributions on common stock of Subsidiaries held by minority stockholders, (C) dividends or distributions on non-voting preferred Equity Interests the proceeds from the sale of which were invested in the business of such Regulated Subsidiary (or any Subsidiary of such Regulated Subsidiary which is also a Regulated Subsidiary), and (D) pro rata dividends on preferred Equity Interests of Subsidiaries that are real estate investment trusts, including Highland REIT, Inc., held by minority stockholders; (ii) Holdingspurchase, call for redemption or redeem, retire or otherwise acquire for value any Intermediate Parent, the Parent Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the Equity Interests of (A) the Borrower (including options, warrants or other rights to acquire such PersonEquity Interests) held by any Person (other than the Borrower or any Subsidiary) or (B) a Subsidiary (including options, warrants or other rights to acquire such Equity Interests) held by any Affiliate of the Borrower (other than the Borrower or a wholly owned Subsidiary); provided or (iii) make any voluntary or optional principal payment, or voluntary or optional redemption, repurchase, defeasance, or other acquisition or retirement for value, of Indebtedness of the Borrower that is subordinated in right of payment to the case Loans; (such payments or any other actions described in clauses (i) through (iii) above being collectively “Restricted Payments”); if, at the time of, and after giving effect to, the proposed Restricted Payment: (A) a Default or Event of any such Default shall have occurred and be continuing; (B) the Borrower could not incur at least $1.00 of Indebtedness and maintain a Fixed Charge Coverage Ratio as calculated herein of at least 2.00:1:00; (C) the Subsidiary subject to the Restricted Payment by is both a Restricted Regulated Subsidiary and a Significant Subsidiary that is not in compliance with applicable regulatory capital or other material requirements of its regulators, such as the OCC, FDIC or Board, or any applicable state, federal or self-regulatory organization, or would fail to be in compliance with applicable regulatory requirements as a wholly-owned Subsidiary consequence of the Parent Borrowerpayment; or (D) the aggregate amount of all Restricted Payments made after the Effective Date shall exceed (I) the sum of (w) 50% of the aggregate amount of the Adjusted Consolidated Net Income (or, if the Adjusted Consolidated Net Income is a loss, minus 100% of the amount of such loss) accrued on a cumulative basis during the period (taken as one accounting period) beginning on the first day of the fiscal quarter in which the Effective Date falls and ending on the last day of such fiscal quarter preceding the date such Restricted Payment is to be made for which financial statements shall have been delivered pursuant to Section 5.01(a) or (b), taken as a single accounting period plus (x) the Parent Borrower, any Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of aggregate net proceeds received by the relevant class of Equity Interests; (iii) Restricted Payments made on Borrower after the Effective Date to consummate as a capital contribution or from the Transactions; (iv) repurchases of Equity Interests in Holdings (or Restricted Payments by Holdings to allow repurchases of Equity Interest in any direct or indirect parent of Holdings), the Parent Borrower or any Restricted Subsidiary deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants; (v) [Intentionally Omitted]; (vi) any Intermediate Parent, the Parent Borrower issuance and the Restricted Subsidiaries may make Restricted Payments in cash to SMART Global Holdings, Inc., Holdings and any Intermediate Parent and, where applicable, Holdings and such Intermediate Parent may make Restricted Payments in cash in an aggregate amount not to exceed $1,000,000 after the Restatement Effective Date and prior to the first anniversary of the Restatement Effective Date and $200,000 for each year thereafter; (A) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay its Tax liability to the relevant jurisdiction in respect of consolidated, combined, unitary or affiliated returns attributable to the income of the Parent Borrower and its Subsidiaries; provided that Restricted Payments made pursuant to this clause (a)(vi)(A) shall not exceed the Tax liability that the Parent Borrower and/or its Subsidiaries (as applicable) would have incurred were such Taxes determined as if such entity(ies) were a stand-alone taxpayer or a stand-alone group; and provided, further, that Restricted Payments under this clause (A) in respect of any Taxes attributable to the income of any Unrestricted Subsidiaries of the Parent Borrower may be made only to the extent that such Unrestricted Subsidiaries have made cash payments for such purpose to Parent Borrower or its Restricted Subsidiaries; (B) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses payable to third parties) that are reasonable and customary and incurred in the ordinary course of business; (C) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) franchise Taxes and other fees, Taxes, and expenses, required to maintain its corporate existence; (D) the proceeds of which shall be used by Holdings to make Restricted Payments permitted by Section 6.08(a)(iv); (E) [Intentionally Omitted]; and (F) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent thereof to pay) fees and expenses related to any equity or debt offering permitted by this Agreement; and (vii) redemptions in whole or in part of any sale of its Equity Interests for another class of its (other than Disqualified Equity Interests, preferred Equity Interests, Equity Interests applied pursuant to Section 6.04(q) or with proceeds from substantially concurrent equity contributions Excluded Contributions) to a Person who is not a Subsidiary of the Borrower, including an issuance or issuances sale permitted by this Agreement of new Equity Interests; provided that such new Equity Interests contain terms and provisions at least as advantageous Indebtedness of the Borrower for cash subsequent to the Lenders in all respects material to their interests as those contained in the Equity Interests redeemed thereby. (b) Neither Holdings nor the Parent Borrower will, nor will they permit any other Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Junior Financing, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Junior Financing, or any other payment (including any payment under any Swap Agreement) that has a substantially similar effect to any of the foregoing, except: (i) payment of regularly scheduled interest and principal payments as, in the form of payment and when due in respect of any Indebtedness, other than payments in respect of any Junior Financing prohibited by the subordination provisions thereof; and (ii) Effective Date upon the conversion of any Junior Financing to such Indebtedness into Equity Interests (other than Disqualified Equity Interests) of Holdings the Borrower, or from the issuance to a Person who is not a Subsidiary of the Borrower of any options, warrants or other rights to acquire Equity Interests of the Borrower (in each case, exclusive of any Disqualified Equity Interests or any options, warrants or other rights that are redeemable at the option of its direct the holder, or indirect parent companies are required to be redeemed, prior to the Maturity Date of the Loans), plus (y) an amount equal to the net reduction in investments (other than reductions in investments permitted by Section 6.04 (other than Section 6.04(r)(ii)) in any Person resulting from payments of interest on Indebtedness, dividends, repayments of loans or advances, or other transfers of assets, in each case to the Borrower or any Intermediate ParentSubsidiary or from the net proceeds from the sale of any such investment (except, in each case, to the extent any such payment or proceeds are included in the calculation of Adjusted Consolidated Net Income), not to exceed, in each case, the amount of investments previously made by the Borrower or any Subsidiary in such Person plus (z) $100,000,000 minus (II) the aggregate amount of all investments, loans and advances made in reliance on clause (r)(ii) of Section 6.04 since the Effective Date. (b) The foregoing provision shall not be violated by reason of: (i) the payment of any dividend or redemption of any Equity Interests within 60 days after the related date of declaration or call for redemption if, at said date of declaration or call for redemption, such payment or redemption would comply with the preceding paragraph; (ii) the redemption, repurchase, defeasance or other acquisition or retirement for value of Indebtedness that is subordinated in right of payment to the Loans including premium, if any, and accrued interest, with the proceeds of, or in exchange for, indebtedness incurred under Section 6.01(a)(ii) or Refinancing Indebtedness in respect thereof; (iii) the repurchase, redemption or other acquisition of Equity Interests of the Borrower or a Subsidiary (or options, warrants or other rights to acquire such Equity Interests) or a dividend on such Equity Interests in exchange for, or out of the proceeds of a capital contribution or a substantially concurrent offering of, Equity Interests (other than Disqualified Equity Interests) of the Borrower (or options, warrants or other rights to acquire such Equity Interests); provided that such options, warrants or other rights are not redeemable at the option of the holder, or required to be redeemed, in each case other than in connection with a Change of Control of the Borrower, prior to the Maturity Date; (iv) the making of any principal payment or the repurchase, redemption, retirement, defeasance or other acquisition for value of Indebtedness which is subordinated in right of payment to the Obligations in exchange for, or out of the proceeds of a capital contribution or a substantially concurrent offering of, Equity Interests (other than Disqualified Equity Interests) of the Borrower (or options, warrants or other rights to acquire such Equity Interests); provided that such options, warrants or other rights are not redeemable at the option of the holder, or required to be redeemed, in each case other than in connection with a “change of control” of the Borrower, prior to the Maturity Date; (v) payments or distributions to dissenting stockholders pursuant to applicable law, pursuant to or in connection with a consolidation, merger or transfer of assets of the Borrower, any Subsidiary or any Regulated Subsidiary and that, in the case of the Borrower, comply with the provisions of this Indenture applicable to mergers, consolidations and transfers of all or substantially all of the property and assets of the Borrower; the repurchase of Equity Interests deemed to occur upon the exercise of options or warrants if such Equity Interests represents all or a portion of the exercise price thereof; (vi) the repurchase of Equity Interests deemed to occur upon the exercise of options or warrants if such Equity Interests represents all or a portion of the exercise price thereof; (vii) the repurchase, redemption or other acquisition of the Borrower’s Equity Interests (or options, warrants or other rights to acquire such Equity Interests) from Persons who are, or were formerly directors or employees of the Borrower and their Affiliates, heirs and executors upon the death, disability, retirement or termination of employment of any such Person or otherwise in accordance with any management equity plan or stock option plan or any other management or employee benefit plan or other agreement or arrangement; provided that the aggregate amount of all such repurchases pursuant to this clause (iv) shall not exceed $50,000,000; (viii) Restricted Payments by the Borrower or any Subsidiary to allow the payment of cash in lieu of the issuance of fractional shares upon the exercise of options or warrants or upon the conversion or exchange of Equity Interests or debt securities that are convertible into, or exchangeable for, Equity Interests of any such Person; and (ix) Restricted Payments in an amount not to exceed the amount of Excluded Contributions received since the Effective Date; provided that, except in the case of clause (i), no Default or Event of Default shall have occurred and be continuing or occur as a consequence of the actions or payments set forth therein. (c) Each Restricted Payment permitted pursuant to Section 6.08(b) (other than the Restricted Payment referred to in clause (ii) thereof, the repurchase of Equity Interests referred to in clause (iv) thereof and Restricted Payments referred to in clause (vii) thereof), shall be included in calculating whether the conditions in Section 6.08(a) have been met with respect to any subsequent Restricted Payments. If the proceeds of an issuance of Equity Interests of the Borrower are used for the redemption, repurchase or other acquisition of the Loans, or Indebtedness that is pari passu with such Loans, then the net proceeds of such issuance shall be included in Section 6.08(a) only to the extent such proceeds are not used for such redemption, repurchase or other acquisition of Indebtedness. (d) For purposes of determining compliance with this Section 6.08, the amount, if other than in cash, of any Restricted Payment shall be determined in good faith by the board of directors of the Borrower (or a committee thereof), whose determination shall be conclusive and evidenced by a resolution of the board of directors of the Borrower (or such committee). If a Restricted Payment meets the criteria of more than one of the types of Restricted Payments described in the above clauses, including the first paragraph of this Section 6.08, the Borrower, in its sole discretion, may order and classify, and from time to time may reclassify, such Restricted Payment if it would have been permitted at the time such Restricted Payment was made and at the time of such reclassification.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor None of Holdings, the Parent Borrower, any Subsidiary Term Borrower or any Foreign Subsidiary Borrower will, nor will they permit any Restricted Subsidiary to, declare or Intermediate Parent make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except: (i) each Restricted Subsidiary Holdings may make Restricted Payments declare and pay dividends with respect to the Parent Borrower or any other Restricted Subsidiaryits Equity Interests payable solely in additional Equity Interests in Holdings; (ii) HoldingsSubsidiaries may declare and pay dividends ratably with respect to their capital stock; (iii) the Parent Borrower may make payments to Holdings to permit it to make, any Intermediate Parentand Holdings may make, Restricted Payments, not exceeding $5,000,000 during the term of this Agreement, in each case pursuant to and in accordance with stock option plans, equity purchase programs or agreements or other benefit plans, in each case for management or employees or former employees of the Parent Borrower and each Restricted Subsidiary the Subsidiaries; (iv) the Parent Borrower may declare make Permitted Tax Distributions to Holdings or any other direct or indirect equity owners of the Parent Borrower; (v) the Parent Borrower may pay dividends to Holdings at such times and in such amounts as shall be necessary to permit Holdings to discharge and satisfy its obligations that are permitted hereunder (including (A) state and local taxes and other governmental charges, and administrative and routine expenses required to be paid by Holdings in the ordinary course of business and (B) cash dividends payable by Holdings in respect of Qualified Holdings Preferred Stock issued pursuant to clauses (b) and (c) of the definition thereof; provided that dividends payable by the Parent Borrower to Holdings pursuant to this clause (v) in order to satisfy cash dividends payable by Holdings in respect of Qualified Holdings Preferred Stock issued pursuant to clause (c) of the definition thereof may only be made after the fiscal year ending December 31, 2013, with Excess Cash Flow not otherwise required to be used to prepay Term Loans pursuant to Section 2.11(d)) (without duplication of amounts used pursuant to Section 6.08(ba)(v)(Avii) or amounts included in the Available Amount and used pursuant to Sections 6.04(s), 6.08(a)(vii) or 6.08(b)(vii)); (vi) the Parent Borrower may make dividend payments to Holdings to permit it to make, and Holdings may make payments permitted by Sections 6.09(d), (e), (f) and (g); provided that, at the time of such payment and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and Holdings and the Parent Borrower are in compliance with Section 6.12; provided, further, that any payments that are prohibited because of the immediately preceding proviso shall accrue and may be made as so accrued upon the curing or waiver of such Default, Event of Default or noncompliance; and (vii) (A) the Parent Borrower may make payments to Holdings to permit it to make, and Holdings may make Restricted, Ppayments in an aggregate amount not to exceed respect of the repurchase, retirement or other distributions payable solely acquisition of Equity Interests in Holdings using the portion of Excess Cash Flow not subject to mandatory prepayment pursuant to Section 2.11(d) (without duplication of amounts used pursuant to Section 6.08(a)(v) or amounts included in the Equity Interests Available Amount and (B) Holdings may make Restricted Payments with the proceeds of such PersonRestricted Payments made to it by the Borrower pursuant to clause (A); provided that in the case of both clauses (A) and (B), at the time of such payment and after giving effect thereto, (i) no Default or Event of Default shall have occurred and be continuing and (ii) at the time of such payment and after giving effect thereto and to the incurrence of any such Restricted Payment by a Restricted Subsidiary that Indebtedness in connection therewith, the Leverage Ratio is not a wholly-owned Subsidiary of the Parent Borrower, such Restricted Payment is made greater than 2.00 to the Parent Borrower, any Restricted Subsidiary and 1.00.used pursuant to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity InterestsSections 6.04(s) or 6.08(b)(vii)); (iiiviii) the Parent Borrower may make payments to Holdings to permit it to make, and Holdings may make, Restricted Payments; provided that (x) if after giving effect to such Restricted Payments made on the Effective Date to consummate the Transactions; (iv) repurchases of Equity Interests and any Indebtedness incurred in Holdings (or Restricted Payments by Holdings to allow repurchases of Equity Interest in any direct or indirect parent of Holdingsconnection therewith), the Parent Borrower or any Restricted Subsidiary deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion Leverage Ratio at the time of the exercise price making such payments (the date of the making of such options or warrants; (v) [Intentionally Omitted]; (vi) any Intermediate Parentpayments, the Parent Borrower and “RP Date”) would be (1) less than or equal to 2.25 to 1.00 but greater than 2.00 to 1.00, the Restricted Subsidiaries may make Restricted Payments in cash to SMART Global Holdings, Inc., Holdings and any Intermediate Parent and, where applicable, Holdings and such Intermediate Parent may make Restricted Payments in cash in an aggregate amount not to exceed $1,000,000 after the Restatement Effective Date and prior to the first anniversary of the Restatement Effective Date and $200,000 for each year thereafter; (A) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay its Tax liability to the relevant jurisdiction in respect of consolidated, combined, unitary or affiliated returns attributable to the income of the Parent Borrower and its Subsidiaries; provided that Restricted Payments made pursuant to this clause (a)(vi)(Aviii) during the period from the date 12 months prior to the RP Date through (and including) the RP Date (such period, the “RP Period”) shall not exceed $125,000,000, (2) less than or equal to 2.75 to 1.00, but greater than 2.25 to 1.00, the Tax liability that the Parent Borrower and/or its Subsidiaries (as applicable) would have incurred were such Taxes determined as if such entity(ies) were a stand-alone taxpayer or a stand-alone group; and provided, further, that aggregate amount of Restricted Payments under made pursuant to this clause (Aviii) in respect during the RP Period shall not exceed $100,000,000, (3) less than or equal to 3.25 to 1.00 but greater than 2.75 to 1.00, the aggregate amount of Restricted Payments made pursuant to this clause (viii) during the RP Period shall not exceed $50,000,000 and (4) greater than 3.25 to 1.00, the aggregate amount of Restricted Payments made pursuant to this clause (viii) during the RP Period shall not exceed $25,000,000; provided further that at the time of any Taxes attributable payment pursuant to the income this clause (viii), no Default or Event of any Unrestricted Subsidiaries of the Parent Borrower may Default shall have occurred and be made only to the extent that such Unrestricted Subsidiaries have made cash payments for such purpose to Parent Borrower or its Restricted Subsidiaries; (B) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses payable to third parties) that are reasonable and customary and incurred in the ordinary course of business; (C) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) franchise Taxes and other fees, Taxes, and expenses, required to maintain its corporate existence; (D) the proceeds of which shall be used by Holdings to make Restricted Payments permitted by Section 6.08(a)(iv); (E) [Intentionally Omitted]; and (F) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent thereof to pay) fees and expenses related to any equity or debt offering permitted by this Agreement; and (vii) redemptions in whole or in part of any of its Equity Interests for another class of its Equity Interests or with proceeds from substantially concurrent equity contributions or issuances of new Equity Interests; provided that such new Equity Interests contain terms and provisions at least as advantageous to the Lenders in all respects material to their interests as those contained in the Equity Interests redeemed therebycontinuing. (b) Neither Holdings nor None of Holdings, the Parent Borrower, any Subsidiary Term Borrower or any Foreign Subsidiary Borrower will, nor will they permit any other Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Junior FinancingIndebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Junior Financing, or any other payment (including any payment under any Swap Agreement) that has a substantially similar effect to any of the foregoingIndebtedness, except: (i) payment of Indebtedness created under the Loan Documents; (ii) payment of regularly scheduled interest and principal payments as, in the form of payment as and when due in respect of any Indebtedness, other than payments in respect of any Junior Financing subordinated Indebtedness prohibited by the subordination provisions thereof; and; (iiiii) refinancings of Indebtedness to the extent permitted by Section 6.01; (iv) payment of secured Indebtedness out of the proceeds of any sale or transfer of the property or assets securing such Indebtedness; (v) payments in respect of the repurchase, retirement or other acquisition of Equity Interests in Holdings using (A) the conversion portion of Excess Cash Flow not subject to mandatory prepayment pursuant to Section 2.11(d) (without duplication of amounts used pursuant to Section 6.08(a)(v) or amounts included in the Available Amount and used pursuant to Sections 6.04(s), 6.08(a)(vii) or 6.08(b)(vii)) or (B) any Junior Financing source of cash (to Equity Interests the extent not otherwise prohibited in this Agreement) up to an amount not to exceed (other x) if after giving effect to such payment, the Leverage Ratio would be (1) less than Disqualified Equity Interests2.25 to 1.00, $100,000,000, (2) of Holdings less than 2.75 to 1.00, but greater than or any of its direct equal to 2.25 to 1.00, $75,000,000 and (3) less than 3.25 to 1.00 but greater than or indirect parent companies or any Intermediate Parent.equal to 2.75 to 1.00, $50,000,000 and (y) otherwise, $15,000,000;

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor None of Holdings, the Parent Borrower, any Subsidiary Term Borrower or any Foreign Subsidiary Borrower will, nor will they permit any Restricted Subsidiary to, declare or Intermediate Parent make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except: (i) each Restricted Subsidiary Holdings may make Restricted Payments declare and pay dividends with respect to the Parent Borrower or any other Restricted Subsidiaryits Equity Interests payable solely in additional Equity Interests in Holdings; (ii) Holdings, any Intermediate Parent, the Parent Borrower and each Restricted Subsidiary Subsidiaries may declare and make dividend payments or other distributions payable solely in the Equity Interests of such Person; provided that in the case of any such Restricted Payment by a Restricted Subsidiary that is not a wholly-owned Subsidiary of the Parent Borrower, such Restricted Payment is made pay dividends ratably with respect to the Parent Borrower, any Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity Interestscapital stock; (iii) the Parent Borrower may make payments to Holdings to permit it to make, and Holdings may make, Restricted Payments made on Payments, not exceeding $5,000,000 during the Effective Date term of this Agreementfrom and after the Restatement Date, in each case pursuant to consummate and in accordance with stock option plans, equity purchase programs or agreements or other benefit plans, in each case for management or employees or former employees of the TransactionsParent Borrower and the Subsidiaries; (iv) repurchases the Parent Borrower may make Permitted Tax Distributions to Holdings or any other direct or indirect equity owners of the Parent Borrower; (v) the Parent Borrower may pay dividends to Holdings at such times and in such amounts as shall be necessary to permit Holdings to discharge and satisfy its obligations that are permitted hereunder (including (A) state and local taxes and other governmental charges, and administrative and routine expenses required to be paid by Holdings in the ordinary course of business and (B) cash dividends payable by Holdings in respect of Qualified Holdings Preferred Stock issued pursuant to clauses (b) and (c) of the definition thereof; provided that dividends payable by the Parent Borrower to Holdings pursuant to this clause (v) in order to satisfy cash dividends payable by Holdings in respect of Qualified Holdings Preferred Stock issued pursuant to clause (c) of the definition thereof may only be made after the fiscal year ending December 31, 2013, with Excess Cash Flow not otherwise required to be used to prepay Term Loans pursuant to Section 2.11(d)) (without duplication of amounts used pursuant to Section 6.08(a)(vii) or amounts included in the Available Amount and used pursuant to Sections 6.04(s) or 6.08(b)(vii)); (vi) the Parent Borrower may make payments to Holdings to permit it to make, and Holdings may make payments permitted by Section 6.09(d); provided that, at the time of such payment and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and Holdings and the Parent Borrower are in compliance with Section 6.12; provided, further, that any payments that are prohibited because of the immediately preceding proviso shall accrue and may be made as so accrued upon the curing or waiver of such Default, Event of Default or noncompliance; (vii) the Parent Borrower may make payments to Holdings to permit it to make, and Holdings may make, payments in respect of the repurchase, retirement or other acquisition of Equity Interests in Holdings using the portion of Excess Cash Flow not subject to mandatory prepayment pursuant to Section 2.11(d) (without duplication of amounts used pursuant to Section 6.08(a)(v) or amounts included in the Available Amount and used pursuant to Sections 6.04(s) or 6.08(b)(vii)); (viii) the Parent Borrower may make payments to Holdings to permit it to make, and Holdings may make, Restricted Payments; provided that (x) if after giving effect to such Restricted Payments by Holdings to allow repurchases of Equity Interest (and any Indebtedness incurred in any direct or indirect parent of Holdingsconnection therewith), the Parent Borrower or any Restricted Subsidiary deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion Leverage Ratio at the time of the exercise price making such payments (the date of the making of such options or warrants; (v) [Intentionally Omitted]; (vi) any Intermediate Parentpayments, the Parent Borrower and “RP Date”) would be (1) less than or equal to 2.25 to 1.00 but greater than 2.00 to 1.00, the Restricted Subsidiaries may make Restricted Payments in cash to SMART Global Holdings, Inc., Holdings and any Intermediate Parent and, where applicable, Holdings and such Intermediate Parent may make Restricted Payments in cash in an aggregate amount not to exceed $1,000,000 after the Restatement Effective Date and prior to the first anniversary of the Restatement Effective Date and $200,000 for each year thereafter; (A) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay its Tax liability to the relevant jurisdiction in respect of consolidated, combined, unitary or affiliated returns attributable to the income of the Parent Borrower and its Subsidiaries; provided that Restricted Payments made pursuant to this clause (a)(vi)(Aviii) during the period from the date 12 months prior to the RP Date through (and including) the RP Date (such period, the “RP Period”) shall not exceed $125,000,000, (2) less than or equal to 2.75 to 1.00, but greater than 2.25 to 1.00, the Tax liability that the Parent Borrower and/or its Subsidiaries (as applicable) would have incurred were such Taxes determined as if such entity(ies) were a stand-alone taxpayer or a stand-alone group; and provided, further, that aggregate amount of Restricted Payments under made pursuant to this clause (Aviii) in respect during the RP Period shall not exceed $100,000,000, (3) less than or equal to 3.25 to 1.00 but greater than 2.75 to 1.00, the aggregate amount of Restricted Payments made pursuant to this clause (viii) during the RP Period shall not exceed $50,000,000 and (4) greater than 3.25 to 1.00, the aggregate amount of Restricted Payments made pursuant to this clause (viii) during the RP Period shall not exceed $25,000,000; provided further that at the time of any Taxes attributable payment pursuant to the income this clause (viii), no Default or Event of any Unrestricted Subsidiaries of the Parent Borrower may Default shall have occurred and be made only to the extent that such Unrestricted Subsidiaries have made cash payments for such purpose to Parent Borrower or its Restricted Subsidiaries; (B) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses payable to third parties) that are reasonable and customary and incurred in the ordinary course of business; (C) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) franchise Taxes and other fees, Taxes, and expenses, required to maintain its corporate existence; (D) the proceeds of which shall be used by Holdings to make Restricted Payments permitted by Section 6.08(a)(iv); (E) [Intentionally Omitted]continuing.; and (Fix) the proceeds of which shall be used by Parent Borrower and Holdings or any Intermediate Parent to pay (or to may make Restricted Payments necessary in order to allow any direct or indirect parent thereof to pay) fees and expenses related to any equity or debt offering permitted by this Agreement; and (vii) redemptions in whole or in part of any of its Equity Interests for another class of its Equity Interests or with proceeds from substantially concurrent equity contributions or issuances of new Equity Interests; provided that such new Equity Interests contain terms and provisions at least as advantageous to effect the Lenders in all respects material to their interests as those contained in the Equity Interests redeemed therebyCequent Spin-off. (b) Neither Holdings nor None of Holdings, the Parent Borrower, any Subsidiary Term Borrower or any Foreign Subsidiary Borrower will, nor will they permit any other Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Junior FinancingIndebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Junior Financing, or any other payment (including any payment under any Swap Agreement) that has a substantially similar effect to any of the foregoingIndebtedness, except: (i) payment of Indebtedness created under the Loan Documents; (ii) payment of regularly scheduled interest and principal payments as, in the form of payment as and when due in respect of any Indebtedness, other than payments in respect of any Junior Financing subordinated Indebtedness prohibited by the subordination provisions thereof; (iii) refinancings of Indebtedness to the extent permitted by Section 6.01; (iv) payment of secured Indebtedness out of the proceeds of any sale or transfer of the property or assets securing such Indebtedness; (v) [reserved]; (vi) payments of Indebtedness with the Net Proceeds of an issuance of Equity Interests in Holdings; and (vii) payments of Indebtedness in an amount equal to the Available Amount; provided that at the time of such payment and after giving effect thereto, (i) no Default or Event of Default shall have occurred and be continuing and (ii) at the conversion time of such payment and after giving effect thereto and to the incurrence of any Junior Financing Indebtedness in connection therewith, the Leverage Ratio is not greater than 2.00 to Equity Interests 1.00. (other than Disqualified Equity Interestsc) None of Holdings Holdings, the Parent Borrower or any Foreign Subsidiary Borrower will, nor will they permit any Subsidiary to, enter into or be party to, or make any payment under, any Synthetic Purchase Agreement unless (i) in the case of its direct any Synthetic Purchase Agreement related to any Equity Interest of Holdings, the payments required to be made by Holdings are limited to amounts permitted to be paid under Section 6.08(a), (ii) in the case of any Synthetic Purchase Agreement related to any Restricted Indebtedness, the payments required to be made by Holdings, the Parent Borrower or indirect parent companies or the Subsidiaries thereunder are limited to the amount permitted under Section 6.08(b) and (iii) in the case of any Intermediate ParentSynthetic Purchase Agreement, the obligations of Holdings, the Parent Borrower and the Subsidiaries thereunder are subordinated to the Obligations on terms satisfactory to the Required Lenders.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Parent The Borrower willwill not, nor and will they not permit any Restricted Subsidiary to, declare or Intermediate Parent make, or agree to pay or make, directly or indirectly, any Restricted Payment, except: (i) each Restricted Subsidiary may make Restricted Payments to the Parent Borrower or to its other Restricted Subsidiaries (and, in the case of a Restricted Payment by a non-wholly owned Restricted Subsidiary, to the Borrower or any of its other Restricted SubsidiarySubsidiaries and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity Interests); (ii) Holdings, any Intermediate Parent, the Parent Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the Equity Interests of such Person; provided that in the case of any such Restricted Payment by a Restricted Subsidiary that is not a wholly-owned Wholly Owned Subsidiary of the Parent Borrower, such Restricted Payment is made to the Parent Borrower, any Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity Interests; (iii) Restricted Payments made on the Effective Date to consummate the Transactions; (iv) repurchases of Equity Interests in Holdings (or Restricted Payments by Holdings to allow repurchases of Equity Interest in any direct or indirect parent of Holdings), the Parent Borrower or any Restricted Subsidiary deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price or withholding taxes payable in connection with the exercise of such options or warrants; (v) [Intentionally Omitted]Restricted Payments to Holdings which Holdings may use to redeem, acquire, retire, repurchase or settle its Equity Interests (or any options or warrants or stock appreciation rights issued with respect to any of such Equity Interests) or to service Indebtedness incurred by Holdings to finance the redemption, acquisition, retirement, repurchase or settlement of such Equity Interests (or make Restricted Payments to allow any of the Holdings’ direct or indirect parent companies to so redeem, retire, acquire or repurchase their Equity Interests or to service Indebtedness incurred to finance the redemption, retirement, acquisition or repurchase of such Equity Interests) held by current or former officers, managers, consultants, members of the Board of Directors and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) of Holdings (or any direct or indirect parent thereof), the Borrower and the Restricted Subsidiaries, upon the death, disability, retirement or termination of employment of any such Person or otherwise in accordance with any stock option or stock appreciation rights plan, any management, director and/or employee stock ownership or incentive plan, stock subscription plan, employment termination agreement or any other employment agreements or equity holders’ agreement in an aggregate amount after the Effective Date together with the aggregate amount of loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (v) not to exceed $18,000,000 in any calendar year with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum of $36,000,000 in any calendar year (without giving effect to the following proviso); provided that such amount in any calendar year may be increased by an amount not to exceed the cash proceeds of key man life insurance policies received by the Borrower or its Restricted Subsidiaries (or by Holdings and contributed to Borrower) after the Effective Date; (vi) any Intermediate Parent, [Reserved]; (vii) the Parent Borrower and the Restricted Subsidiaries may make Restricted Payments in cash to SMART Global Holdings, Inc., Holdings and any Intermediate Parent and, where applicable, Holdings and such Intermediate Parent may make Restricted Payments in cash in an aggregate amount not to exceed $1,000,000 after the Restatement Effective Date and prior to the first anniversary of the Restatement Effective Date and $200,000 for each year thereafter;Parent: (A) the proceeds of which shall be used by Holdings (or any direct or indirect equity owner of Holdings) or any Intermediate Parent to pay its Tax liability to the relevant jurisdiction in respect of consolidated, combined, unitary or affiliated returns returns, if any, attributable to the income of the Parent Borrower and its Subsidiaries; provided that Restricted Payments made pursuant to this clause (a)(vi)(Aa)(vii)(A) shall not exceed the Tax liability that the Parent Borrower and/or its Subsidiaries (as applicable) would have incurred were such Taxes determined as if such entity(ies) were a stand-alone taxpayer or a stand-alone group; and provided, further, that Restricted Payments under this clause (A) in respect of any Taxes attributable to the income of any Unrestricted Subsidiaries of the Parent Borrower may be made only to the extent that such Unrestricted Subsidiaries have made cash payments for such purpose to Parent the Borrower or its Restricted Subsidiaries; (B) the proceeds of which shall be used by Holdings to pay any Tax liability, computed at a notional rate, of any beneficial owner of Holdings (or any direct or indirect parent thereof), to the extent such Tax liability arises from the allocation to such owner of income attributable to any Restricted Payments permitted by Section 6.07(a) (including, for the avoidance of doubt, Restricted Payments permitted by this Section 6.07(a)(vii)(B)); (C) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) (1) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses payable to third parties) that are reasonable and customary and incurred in the ordinary course of business, in an aggregate amount together with the aggregate amount of loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (a)(vii)(C) not to exceed $7,200,000 in any fiscal year plus any reasonable and customary indemnification claims made by members of the Board of Directors or officers of Holdings (or any parent thereof) attributable to the ownership or operations of Holdings and the Restricted Subsidiaries, (2) fees and expenses (x) due and payable by any of the Restricted Subsidiaries and (y) otherwise permitted to be paid by such Restricted Subsidiary under this Agreement and (3) amounts due and payable pursuant to the Investor Management Agreement permitted to be paid pursuant to Section 6.08(iv); (CD) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) franchise Taxes and other fees, Taxes, Taxes and expenses, expenses required to maintain its corporate existence; (DE) to finance any Investment permitted to be made pursuant to Section 6.04; provided that (A) such Restricted Payment shall be made substantially concurrently with the closing of such Investment and (B) Holdings or any Intermediate Parent shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests but not including any loans or advances made pursuant to Section 6.04(b)) to be contributed to the Borrower or the Restricted Subsidiaries or (2) the proceeds Person formed or acquired to merge into or consolidate with the Borrower or any of which shall be used by Holdings the Restricted Subsidiaries (to make Restricted Payments the extent such merger or consolidation is permitted by in Section 6.08(a)(iv); (E6.03) [Intentionally Omitted]in order to consummate such Investment, in each case in accordance with the requirements of Sections 5.11 and 5.12; and (F) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent thereof to pay) fees and expenses related to any unsuccessful equity or debt offering permitted by this Agreement; and; (viiviii) in addition to the foregoing Restricted Payments and so long as no Event of Default shall have occurred and be continuing or would result therefrom, the Borrower may make additional Restricted Payments to any Intermediate Parent or Holdings, in an aggregate amount, together with the aggregate amount of (1) prepayments, redemptions, purchases, defeasances and other payments in respect of Subordinated Indebtedness made pursuant to Section 6.07(b)(iv) and (2) loans and advances made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (viii), not to exceed (x) the Initial Restricted Payment Amount that is Not Otherwise Applied plus (y) so long as the Fixed Charge Coverage Ratio for the Test Period then last ended shall be at least 2.00 to 1.00, the amount of Cumulative Excess Cash Flow that is Not Otherwise Applied plus (z) if and to the extent such proceeds are permitted to be used to make a Restricted Payment under the First Lien Credit Agreement, the aggregate amount of the Net Proceeds of the issuance of, or contribution in respect of existing, Qualified Equity Interests that is Not Otherwise Applied; (ix) redemptions in whole or in part of any of its Equity Interests for another class of its Equity Interests or with proceeds from substantially concurrent equity contributions or issuances of new Equity Interests; provided that such new Equity Interests contain terms and provisions at least as advantageous to the Lenders in all respects material to their interests as those contained in the Equity Interests redeemed thereby; and (x) the Permitted Dividend. (b) Neither Holdings nor the Parent The Borrower willwill not, nor and will they not permit any other Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Junior FinancingSubordinated Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Junior FinancingSubordinated Indebtedness, or any other payment (including any payment under any Swap Agreement) that has a substantially similar effect to any of the foregoing, except: (i) payment of regularly scheduled interest and principal payments as, in the form of payment and when due in respect of any Indebtedness, other than payments in respect of any Junior Financing Subordinated Indebtedness prohibited by the subordination provisions thereof; and; (ii) refinancings of Indebtedness to the extent permitted by Section 6.01; (iii) the conversion of any Junior Financing Subordinated Indebtedness to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parent companies or any Intermediate Parent; and (iv) so long as no Event of Default shall have occurred and be continuing or would result therefrom, prepayments, redemptions, purchases, defeasances and other payments in respect of Subordinated Indebtedness prior to their scheduled maturity in an aggregate amount, together with the aggregate amount of (1) Restricted Payments made pursuant to Section 6.07(a)(viii) and (2) loans and advances made pursuant to Section 6.04(l) in lieu thereof not to exceed the sum of (x) the Initial Restricted Payment Amount that is Not Otherwise Applied plus (y) so long as the Fixed Charge Coverage Ratio for the Test Period then last ended shall be at least 2.00 to 1.00, the amount of Cumulative Excess Cash Flow that is Not Otherwise Applied plus (z) if and to the extent such proceeds are permitted to be used to make a payment in respect of Subordinated Indebtedness under the First Lien Credit Agreement, the aggregate amount of the Net Proceeds of the issuance of, or contribution in respect of existing, Qualified Equity Interests that is Not Otherwise Applied.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Parent The Borrower willwill not, nor will they it permit any Restricted Subsidiary to, declare or Intermediate Parent make, or agree to pay or make, directly or indirectly, any Restricted Payment, except: or incur any obligation (contingent or otherwise) to do so, except (i) each Restricted Subsidiary Subsidiaries of the Borrower may declare and pay dividends or distributions ratably with respect to their Equity Interests, (ii) provided no Default or Event of Default is continuing or would result therefrom, the Borrower may make Restricted Payments to the Ultimate Parent, provided that (A) the proceeds of such Restricted Payments are used to repurchase, redeem, or otherwise acquire or retire for value Equity Interests in the Ultimate Parent held by any future, present or former directors, officers, members of management, employees or consultants of the Ultimate Parent or the Service Company or their respective estates, heirs, family members, spouses or former spouses pursuant to the terms of any employee equity subscription agreement, stock option agreement or similar agreement, (B) (x) any Restricted Payments used to effect such repurchases, redemptions, acquisitions or retirements are made not earlier than ten Business Days prior to the date when such Equity Interests are repurchased, redeemed, acquired or retired, if such repurchase, redemption, acquisition or retirement is made and (y) if such Restricted Payments are not used for such repurchase, redemption, acquisition or retirement, the proceeds therefrom shall be returned to the Borrower as a capital contribution within ten Business Days from the date such Restricted Payment was made, (C) the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests in any other Restricted Subsidiary; fiscal year pursuant to this clause (ii) Holdings, (other than (1) any Intermediate Parent, the Parent Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the such Equity Interests of such Person; provided that repurchased, redeemed, acquired or retired in compensation for any taxes due or payable by the case of holder thereof, and (2) any such Restricted Payment by a Restricted Subsidiary that is not a wholly-owned Subsidiary of the Parent Borrower, such Restricted Payment is made to the Parent Borrower, any Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of that are deemed repurchased, redeemed, acquired or retired by the relevant class of Equity Interests; (iii) Restricted Payments made on Ultimate Parent in connection with the Effective Date to consummate the Transactions; (iv) repurchases of Equity Interests in Holdings (or Restricted Payments by Holdings to allow repurchases of Equity Interest in any direct or indirect parent of Holdings), the Parent Borrower or any Restricted Subsidiary deemed to occur upon exercise of stock options or warrants if such Equity Interests represent by the holder thereof in connection with the payment of all or a portion of the exercise price of such options or warrants; warrant) will not exceed $1,000,000 per year and (D) such Equity Interests shall only be repurchased, redeemed, acquired or retired in connection with the death, resignation or retirement of, or settlement of a dispute with, any such Person, (iii) Restricted Payments in amounts as shall be necessary to make Tax Payments; provided that all Restricted Payments made pursuant to this clause (iii) are used by the recipient for the purpose specified in this clause (iii) within 30 days of receipt thereof, (iv) provided no Default or Event of Default is continuing or would result therefrom, the Borrower may from time to time pay cash dividends or distributions to the Ultimate Parent in an amount not in excess of the lesser of (x) the Ultimate Parent Annual Cash Interest Amount and (y) the regularly scheduled cash interest payable (taking into account the Ultimate Parent PIK Election made pursuant to Section 6.17(j)) on the Restructuring Notes (or any Additional Notes incurred to refinance such Restructuring Notes) during the next period of ten Business Days, provided, however, that (A) any such dividends or distributions relating to any such cash interest payment must be paid not earlier than ten Business Days prior to the date when such cash interest is required to be paid by the Ultimate Parent and the proceeds must (except to the extent prohibited by applicable subordination provisions) be applied by the Ultimate Parent, to the payment of such interest when due, (B) the Borrower and its Subsidiaries shall be in Pro Forma Compliance after giving effect to the payment of any such dividends or distributions pursuant to this clause (iv) and (C) in no event may the amount of any such dividend or distribution made pursuant to this clause (iv) relating to any such cash interest payment exceed 37% of the amount of such cash interest paid by the Ultimate Parent when due, (v) [Intentionally Omitted]; (vi) any Intermediate Parent, the Parent Borrower and the Restricted Subsidiaries may make Restricted Payments in cash to SMART Global Holdings, Inc., Holdings as part of the Shared Services Transactions and any Intermediate Parent and, where applicable, Holdings and such Intermediate Parent (vi) the Borrower may make Restricted Payments in cash to the Ultimate Parent in an aggregate amount not to exceed $1,000,000 after the Restatement Effective Date and prior to the first anniversary 2,000,000 during any fiscal year of the Restatement Effective Date and $200,000 for each year thereafter; Borrower, provided that (A) no Default or Event of Default is continuing or would result therefrom, (B) the proceeds aggregate amount of which shall be used by Holdings or any Intermediate Parent to pay its Tax liability to the relevant jurisdiction in respect of consolidated, combined, unitary or affiliated returns attributable to the income of the Parent Borrower and its Subsidiaries; provided that Restricted Payments made pursuant to this clause (a)(vi)(Avi) shall not exceed $5,000,000 over the Tax liability that the Parent Borrower and/or its Subsidiaries (as applicable) would have incurred were such Taxes determined as if such entity(ies) were a stand-alone taxpayer or a stand-alone group; and providedterm of this Agreement, further, that Restricted Payments under this clause (A) in respect of any Taxes attributable to the income of any Unrestricted Subsidiaries of the Parent Borrower may be made only to the extent that such Unrestricted Subsidiaries have made cash payments for such purpose to Parent Borrower or its Restricted Subsidiaries; (B) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses payable to third parties) that are reasonable and customary and incurred in the ordinary course of business; (C) the proceeds Ultimate Parent shall apply such Restricted Payments within 30 days of which receipt thereof and only to fund general corporate expenses permitted hereunder and (D) no Restricted Payments made pursuant to this clause (vi) shall be used by Holdings to (x) effect the repurchase, or the making of any payments in respect, of Restructuring Notes or Additional Notes or (y) make any payment to or Investment in any Affiliate other than the Borrower or a Subsidiary of the Borrower (or any Intermediate Parent to pay (director, officer or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) franchise Taxes and other fees, Taxes, and expenses, required to maintain its corporate existence; (D) the proceeds of which shall be used by Holdings to make Restricted Payments permitted by Section 6.08(a)(iv); (E) [Intentionally Omitted]; and (F) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent thereof to pay) fees and expenses related to any equity or debt offering permitted by this Agreement; and (vii) redemptions in whole or in part employee of any of its Equity Interests for another class of its Equity Interests or with proceeds from substantially concurrent equity contributions or issuances of new Equity Interests; provided that such new Equity Interests contain terms and provisions at least as advantageous to the Lenders in all respects material to their interests as those contained in the Equity Interests redeemed therebyAffiliate). (b) Neither Holdings nor the Parent The Borrower willwill not, nor will they it permit any other Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Junior FinancingIndebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Junior Financing, or any other payment (including any payment under any Swap Agreement) that has a substantially similar effect to any of the foregoingIndebtedness, except: (i) payment of Indebtedness created under the Loan Documents; (ii) payment of regularly scheduled interest and principal payments as, in the form of payment as and when due in respect of any Indebtedness, other than payments in respect of any Junior Financing subordinated Indebtedness to the extent prohibited by the subordination provisions thereof; (iii) refinancings of Indebtedness to the extent permitted by Section 6.01; (iv) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; (v) prepayment of Capital Lease Obligations in an aggregate cumulative amount from and after the Closing Date not exceeding $5,000,000; (vi) payment of any Indebtedness owing to the Service Company arising pursuant to the Shared Services Transactions; and (iivii) the conversion payment of any Junior Financing Indebtedness owing to Equity Interests (other than Disqualified Equity Interests) of Holdings the Borrower or any Subsidiary Loan Party. (c) The Borrower will not, and will not permit any Subsidiary to, furnish any funds to, make any Investment in, or provide other consideration to any other Person for purposes of its direct enabling such Person to, or indirect parent companies otherwise permit any such Person to, make any Restricted Payment or any Intermediate Parentother payment or distribution restricted by this Section that could not be made directly by the Borrower in accordance with the provisions of this Section. (d) Notwithstanding anything to the contrary in this Agreement or the other Loan Documents, the Loan Parties shall be permitted to make all distributions required to be made by the Loan Parties on or after the Closing Date (pursuant to the Reorganization Plan and the Confirmation Order).

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the The Parent Borrower willwill not, nor and will they not permit any Restricted Subsidiary or Intermediate Parent to pay to, declare or make, directly or indirectly, any Restricted Payment, except: : (i) each such Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its Equity Interests; (ii) (A) the Parent Borrower may declare and pay Restricted Payments to Holdings and (B) Restricted Subsidiaries may declare and pay Restricted Payments with respect to their Equity Interests (provided that if such Restricted Subsidiary may make Restricted Payments is not directly or indirectly wholly owned by the Parent Borrower, such dividends must be made on a pro rata basis to the holders of its Equity Interests or on a greater than ratable basis to the extent such greater payments are made solely to the Parent Borrower or any other a Restricted Subsidiary; ); (iiiii) Holdings, any Intermediate Parentto the extent constituting Restricted Payments, the Parent Borrower and each its Restricted Subsidiary Subsidiaries may declare and make dividend payments enter into transactions expressly permitted by Sections 6.03, 6.04, 6.05 or 6.07; (iv) repurchases by the Parent Borrower of partial interests in its Equity Interests for nominal amounts which are required to be repurchased in connection with the exercise of stock options or warrants to permit the issuance of only whole shares of Equity Interests; (v) the Parent Borrower may pay for the repurchase, retirement or other distributions payable solely in the Equity Interests of such Person; provided that in the case of any such Restricted Payment by a Restricted Subsidiary that is not a wholly-owned Subsidiary of the Parent Borrower, such Restricted Payment is made to the Parent Borrower, any Restricted Subsidiary and to each other owner acquisition or retirement for value of Equity Interests of such Restricted Subsidiary based on their relative ownership interests the Parent Borrower or any Parent Company (including related stock appreciation rights or similar securities) held by any future, present or former director, officer, member of the relevant class management, employee or consultant of Equity Interests; (iii) Restricted Payments made on the Effective Date to consummate the Transactions; (iv) repurchases of Equity Interests in Holdings (or Restricted Payments by Holdings to allow repurchases of Equity Interest in any direct or indirect parent of Holdings)Parent Company, the Parent Borrower or any of its Subsidiaries (or the estate, heirs, family members, spouse, former spouse, domestic partner or former domestic partner of any of the foregoing); provided that (A) at the time of any such repurchase, retirement or other acquisition or retirement for value no Event of Default has occurred and is continuing or would result therefrom, (B) the aggregate amount of Restricted Subsidiary Payments made under this clause (v) in any Fiscal Year does not exceed (x) $15,000,000 (the “Yearly Limit”) plus (y) the portion of the Yearly Limit from each of the immediately preceding four (4) Fiscal Years which was not expended by the Parent Borrower for Restricted Payments in such Fiscal Years (the “Carryover Amount” and in calculating the Carryover Amount for any Fiscal Year, the Yearly Limit applicable to the previous fiscal years shall be deemed to occur have been utilized first by any Restricted Payments made under this clause (v) in such Fiscal Year) plus (z) an amount equal to the cash proceeds from the sale of Equity Interests to directors, officers, members of management, employees or consultants of any Parent Company, the Parent Borrower or of its Subsidiaries (or the estate, heirs, family members, spouse or former spouse of any of the foregoing) in such Fiscal Year; (vi) the repurchase of Equity Interests of the Parent Borrower (or of any Parent Company) that occurs upon the cashless exercise of stock options options, warrants or other convertible securities as a result of the Parent Borrower or such Parent Company accepting such options, warrants if such Equity Interests represent a portion or other convertible securities as satisfaction of the exercise price of such options or warrants; Equity Interests; (vvii) [Intentionally Omitted]; (vi) any Intermediate Parent, the Parent Borrower and the Restricted Subsidiaries may make Restricted Payments in cash to SMART Global Holdings, Inc., Holdings and any Intermediate Parent and, where applicable, Holdings and such Intermediate Parent may make Restricted Payments in cash in an aggregate amount not to exceed $1,000,000 after the Restatement Effective Date and prior to the first anniversary of the Restatement Effective Date and $200,000 for each year thereafter; (A) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay its Tax liability to the relevant jurisdiction in respect of consolidated, combined, unitary or affiliated returns attributable to the income of the Parent Borrower and its Subsidiaries; provided that Restricted Payments made pursuant to this clause (a)(vi)(A) shall not exceed the Tax liability that the Parent Borrower and/or its Subsidiaries (as applicable) would have incurred were such Taxes determined as if such entity(ies) were a stand-alone taxpayer or a stand-alone group; and provided, further, that Restricted Payments under this clause (A) in respect of any Taxes attributable to the income of any Unrestricted Subsidiaries of the Parent Borrower may be made only to the extent that such Unrestricted Subsidiaries have made cash payments for such purpose to Parent Borrower or its Restricted Subsidiaries; (B) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to may make Restricted Payments to allow any direct or indirect parent of Holdings a Parent Company to pay) its operating expenses incurred cash payments in the ordinary course lieu of business and other corporate overhead costs and expenses fractional shares in connection with (including administrativei) any dividend, legal, accounting and similar expenses payable to third parties) that are reasonable and customary and incurred in the ordinary course of business; (C) the proceeds of which shall be used by Holdings split or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) franchise Taxes and other fees, Taxes, and expenses, required to maintain its corporate existence; (D) the proceeds of which shall be used by Holdings to make Restricted Payments permitted by Section 6.08(a)(iv); (E) [Intentionally Omitted]; and (F) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent thereof to pay) fees and expenses related to any equity or debt offering permitted by this Agreement; and (vii) redemptions in whole or in part of any of its Equity Interests for another class combination of its Equity Interests or with proceeds from substantially concurrent equity contributions or issuances of new Equity Interests; provided that such new Equity Interests contain terms and provisions at least as advantageous to the Lenders in all respects material to their interests as those contained in the Equity Interests redeemed thereby. any Permitted Acquisition (b) Neither Holdings nor the Parent Borrower will, nor will they permit any other Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Junior Financing, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation Investment) or termination of any Junior Financing, or any other payment (including any payment under any Swap Agreement) that has a substantially similar effect to any of the foregoing, except: (i) payment of regularly scheduled interest and principal payments as, in the form of payment and when due in respect of any Indebtedness, other than payments in respect of any Junior Financing prohibited by the subordination provisions thereof; and (ii) the conversion exercise of any Junior Financing to Equity Interests (warrants, options or other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parent companies or any Intermediate Parent.securities

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the The Parent Borrower willwill not, nor and will they not permit any Restricted Subsidiary or Intermediate Parent to pay to, declare or make, directly or indirectly, any Restricted Payment, except: (i) each such Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its Equity Interests; (ii) (A) the Parent Borrower may declare and pay Restricted Payments to Holdings and (B) Restricted Subsidiaries may declare and pay Restricted Payments with respect to their Equity Interests (provided that if such Restricted Subsidiary may make Restricted Payments is not directly or indirectly wholly owned by the Parent Borrower, such dividends must be made on a pro rata basis to the holders of its Equity Interests or on a greater than ratable basis to the extent such greater payments are made solely to the Parent Borrower or any other a Restricted Subsidiary); (iiiii) Holdings, any Intermediate Parentto the extent constituting Restricted Payments, the Parent Borrower and each its Restricted Subsidiary Subsidiaries may declare and make dividend payments enter into transactions expressly permitted by Sections 6.03, 6.04, 6.05 or other distributions payable solely 6.07; (iv) repurchases by the Parent Borrower of partial interests in the its Equity Interests for nominal amounts which are required to be repurchased in connection with the exercise of such Person; provided that in stock options or warrants to permit the case issuance of any such Restricted Payment by a Restricted Subsidiary that is not a wholly-owned Subsidiary of the Parent Borrower, such Restricted Payment is made to the Parent Borrower, any Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class only whole shares of Equity Interests; (iiiv) Restricted Payments made on the Effective Date to consummate Parent Borrower may pay for the Transactions; (iv) repurchases repurchase, retirement or other acquisition or retirement for value of Equity Interests in Holdings of the Parent Borrower or any Parent Company (including related stock appreciation rights or Restricted Payments similar securities) held by Holdings to allow repurchases any future, present or former director, officer, member of Equity Interest in management, employee or consultant of any direct or indirect parent of Holdings)Parent Company, the Parent Borrower or any of its Subsidiaries (or the estate, heirs, family members, spouse, former spouse, domestic partner or former domestic partner of any of the foregoing); provided that (A) at the time of any such repurchase, retirement or other acquisition or retirement for value no Event of Default has occurred and is continuing or would result therefrom, (B) the aggregate amount of Restricted Subsidiary Payments made under this clause (v) in any Fiscal Year does not exceed (x) $15,000,000 (the “Yearly Limit”) plus (y) the portion of the Yearly Limit from each of the immediately preceding four (4) Fiscal Years which was not expended by the Parent Borrower for Restricted Payments in such Fiscal Years (the “Carryover Amount” and in calculating the Carryover Amount for any Fiscal Year, the Yearly Limit applicable to the previous fiscal years shall be deemed to occur have been utilized first by any Restricted Payments made under this clause (v) in such Fiscal Year) plus (z) an amount equal to the cash proceeds from the sale of Equity Interests to directors, officers, members of management, employees or consultants of any Parent Company, the Parent Borrower or of its Subsidiaries (or the estate, heirs, family members, spouse or former spouse of any of the foregoing) in such Fiscal Year; (vi) the repurchase of Equity Interests of the Parent Borrower (or of any Parent Company) that occurs upon the cashless exercise of stock options options, warrants or other convertible securities as a result of the Parent Borrower or such Parent Company accepting such options, warrants if such Equity Interests represent a portion or other convertible securities as satisfaction of the exercise price of such options or warrantsEquity Interests; (vvii) [Intentionally Omitted]; (vi) any Intermediate Parent, the Parent Borrower and its Restricted Subsidiaries may pay (or may make Restricted Payments to allow a Parent Company to pay) cash payments in lieu of fractional shares in connection with (i) any dividend, split or combination of its Equity Interests or any Permitted Acquisition (or similar Investment) or (ii) the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of the Parent Borrower or any of its Subsidiaries; (viii) repurchase of Equity Interests deemed to occur upon the non-cash exercise of Equity Interests to pay Taxes; (ix) the Parent Borrower and its Restricted Subsidiaries may make Restricted Payments in cash to SMART Global Holdings, Inc., Holdings and any Intermediate Parent and, where applicable, Holdings and such Intermediate Parent may make Restricted Payments in cash in an aggregate amount not to exceed the Available Amount; provided that (A) no Event of Default shall exist or result therefrom and (B) the Total Net Leverage Ratio on a Pro Forma Basis as of the end of the most recent Test Period is less than or equal to 4.50:1.00, in each case determined, at the election of the Parent Borrower, at the time of (x) declaration of such Restricted Payment or (y) the making or consummation, as applicable, of such Restricted Payment; (x) the Parent Borrower and its Restricted Subsidiaries may make Restricted Payments in an aggregate amount in any Fiscal Year not to exceed the greater of $1,000,000 after 30,000,000 and 20% of Adjusted EBITDA (as determined at the Restatement Effective Date and time any such Restricted Payment is made (calculated on a Pro Forma Basis) as of the last day of the most recently ended Test Period on or prior to the first anniversary date of determination), it being agreed that the Parent Borrower shall be permitted to carry forward unused amounts to subsequent Fiscal Years; provided that as of the Restatement Effective Date date of any such Restricted Payment and $200,000 after giving effect thereto, the Parent Borrower shall be in compliance with the Financial Covenant on a Pro Forma Basis for each year thereafterthe most recently ended Test Period and no Event of Default shall exist or result therefrom; (Axi) the Parent Borrower and its Restricted Subsidiaries may make Restricted Payments if the Total Net Leverage Ratio on a Pro Forma Basis as of the end of the most recent Test Period is less than or equal to 3.75:1.00; provided that no Event of Default shall exist or result therefrom; (xii) [Reserved]; (xiii) Restricted Payments made on or after the Closing Date relating to the Transactions; (xiv) any Borrower may make Restricted Payments in an amount not to exceed the amount of Excluded Contributions previously received by the Parent Borrower Not Otherwise Applied; (xv) the Parent Borrower and its Restricted Subsidiaries may make additional Restricted Payments to any Parent Company the proceeds of which shall be used by Holdings or any Intermediate Parent Company to (i)(x) pay its Tax liability Taxes (including franchise Taxes) and (y) make payments to the relevant jurisdiction holders of its Equity Interests, which aggregate amount in respect the case of this clause (i) shall not exceed the amount of Taxes that would be due as if the Parent Borrower and its Restricted Subsidiaries had computed such Taxes as if the Parent Borrower and its Restricted Subsidiaries filed a consolidated, combined, unitary or affiliated returns similar type return with Parent Borrower as the consolidated parent, without regard to tax deductions attributable to any Parent Company; provided clause (i) shall only apply in the event that the Parent Borrower files a consolidated, combined, unitary or similar type tax return with any Parent Company, (ii) pay other fees and expenses required to maintain its (or any of its direct or indirect parents’) corporate existence, in each case of clauses (i) and (ii), to the extent such Taxes, fees or expenses are attributable to the income ownership or operations of the Parent Borrower and its Subsidiaries; , provided that Restricted Payments made pursuant any such distributions attributable to this clause (a)(vi)(A) Taxes of an Unrestricted Subsidiary shall not exceed the Tax liability that any corresponding payments actually made by such Unrestricted Subsidiary to the Parent Borrower and/or its Subsidiaries (as applicable) would have incurred were such Taxes determined as if such entity(ies) were a stand-alone taxpayer or a stand-alone group; and provided, further, that any Restricted Payments under this clause (A) in respect of any Taxes attributable to the income of any Unrestricted Subsidiaries of the Parent Borrower may be made only to the extent that such Unrestricted Subsidiaries have made cash payments Subsidiary for such purpose to Parent Borrower or its Restricted Subsidiaries; purpose, (Biii) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) its operating expenses incurred in the ordinary course of business customary salary, bonus, severance and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses benefits payable to third parties) that are reasonable and customary and incurred in the ordinary course of business; (C) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) franchise Taxes and other fees, Taxesto, and expensesindemnities provided on behalf of, required to maintain its corporate existence; directors, officers, employees, members of management and consultants of such Persons and (Div) the proceeds of which shall be used by Holdings to make Restricted Payments permitted by Section 6.08(a)(iv); (E) [Intentionally Omitted]; and (F) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent thereof to pay) costs, fees and expenses related to any equity (including after a Qualifying IPO, Public Company Costs) or debt offering permitted by this Agreement; and Agreement (vii) redemptions in whole whether or in part of any of its Equity Interests for another class of its Equity Interests or with proceeds from substantially concurrent equity contributions or issuances of new Equity Interestsnot successful); provided that such new Equity Interests contain terms and provisions at least as advantageous to the Lenders in all respects material to their interests as those contained in the Equity Interests redeemed thereby. case of clauses (biii) Neither Holdings nor and (iv), such amount shall be solely for the account of such items that relate to Parent Company’s ownership and management of the Parent Borrower will, nor will they permit any other and its Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Junior Financing, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Junior Financing, or any other payment (including any payment under any Swap Agreement) that has a substantially similar effect to any of the foregoing, except: (i) payment of regularly scheduled interest and principal payments as, in the form of payment and when due in respect of any Indebtedness, other than payments in respect of any Junior Financing prohibited by the subordination provisions thereof; and (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parent companies or any Intermediate Parent.Subsidiaries;

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Parent Borrower No Loan Party will, nor will they it permit any of its Restricted Subsidiary or Intermediate Parent to pay Subsidiaries to, declare or make, directly or indirectly, any Restricted Payment, exceptexcept that: (i) each any Loan Party or any Restricted Subsidiary of a Loan Party may make declare and pay Restricted Payments to a Loan Party or a Restricted Subsidiary that is the Parent Borrower or direct parent of such Restricted Subsidiary and a pro rata Restricted Payment to any other third party in respect of non-wholly owned Restricted SubsidiarySubsidiaries; (ii) Restricted Payments made to BCF Holdings or Parent (or any other direct or indirect parent of the Borrower) (w) to pay general corporate and overhead expenses incurred by BCF Holdings, any Intermediate ParentParent or Burlington Stores, the Parent Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely Inc. in the Equity Interests ordinary course of such Person; provided that in business, or the case amount of any such Restricted Payment indemnification claims made by a Restricted Subsidiary that is not a wholly-owned Subsidiary any director or officer of BCF Holdings, Parent or Burlington Stores, Inc., (x) to pay franchise taxes and other fees, taxes and expenses required to maintain the corporate existence of BCF Holdings, Parent or Burlington Stores, Inc. (or any other direct or indirect Parent of the Borrower), (y) to pay taxes that are due and payable by BCF Holdings as the parent of a consolidated group that includes Parent Borrower, such and its Restricted Payment is made Subsidiaries or (z) to the make other payments that BCF Holdings and Parent Borrower, any Restricted Subsidiary are not otherwise prohibited from making pursuant to this Agreement (including to pay fees and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity Interestsexpenses in connection with unsuccessful equity (or debt offering) permitted by this Agreement); (iii) the Loan Parties and their Restricted Subsidiaries may make Restricted Payments made on prior to or substantially concurrently with the Effective Date initial public offering of Burlington Stores, Inc. for the purpose of paying amounts owing under the advisory agreement with the Sponsor, to consummate the Transactionsextent permitted under SECTION 6.07; (iv) the Loan Parties and their Restricted Subsidiaries may make Restricted Payments consisting of Permitted Dispositions of the type described, and subject to the limitations contained, in the definition thereof; (v) the Loan Parties and their Restricted Subsidiaries may make Restricted Payments constituting repurchases of Equity Interests Capital Stock in Holdings BCF Holdings, Burlington Stores, Inc. or any Restricted Subsidiary (or Restricted Payments by distributions to BCF Holdings to allow repurchases of Equity Interest in or Burlington Stores, Inc. or any direct or indirect parent Parent of Holdings), the Parent Borrower or any Restricted Subsidiary deemed to occur upon for such purpose) in connection with the exercise of stock options or warrants if such Equity Interests represent Capital Stock represents a portion of the exercise price of such options option or warrants; (v) [Intentionally Omitted]; (vi) any Intermediate Parent, the Parent Borrower and the Restricted Subsidiaries may make Restricted Payments in cash to SMART Global Holdings, Inc., Holdings and any Intermediate Parent and, where applicable, Holdings and such Intermediate Parent may make Restricted Payments in cash in an aggregate amount not to exceed $1,000,000 after the Restatement Effective Date and prior to the first anniversary of the Restatement Effective Date and $200,000 for each year thereafter; (A) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay its Tax liability to the relevant jurisdiction in respect of consolidated, combined, unitary or affiliated returns attributable to the income of the Parent Borrower and its Subsidiaries; provided that Restricted Payments made pursuant to this clause (a)(vi)(Aiv) shall not exceed $10,000,000 in any Fiscal Year of BCF Holdings (with unused amounts from any Fiscal Year available for carry-forward to future Fiscal Years subject to a maximum amount of $20,000,000 in any Fiscal Year); (vi) the Tax liability that the Parent Borrower and/or its Subsidiaries (as applicable) would have incurred were such Taxes determined as if such entity(ies) were a stand-alone taxpayer or a stand-alone group; and provided, further, that Loan Parties may make Restricted Payments under to Burlington Stores, Inc. using a portion of the net proceeds of the Additional Term B-3 Loans on or after the Closing Date to fund Burlington Stores, Inc.’s repurchase or redemption, defeasance or other retirement of the Holdco Notes; (vii) so long as (x) no Event of Default has occurred and is continuing or would result therefrom and (y) the Consolidated Leverage Ratio as of the last day of the most recently ended Fiscal Quarter for which financial statements have been or are then required to have been delivered would be less than or equal to 3.5 to 1.0, any Loan Party or any Restricted Subsidiary may make any Restricted Payment; (viii) so long as (x) no Event of Default has occurred and is continuing or would result therefrom and (y) on a Pro Forma Basis the Consolidated Interest Coverage Ratio is at least 2.00 to 1.00 for the most recently ended period of four Fiscal Quarters for which financial statements have been or were required to be delivered, any Loan Party and any of its Restricted Subsidiaries may make any Restricted Payments from the portion of the Available Amount such Loan Party or such Restricted Subsidiary elects to apply pursuant to this clause (viii); (ix) the Borrower and the Restricted Subsidiaries may declare and make Restricted Payments with respect to its Capital Stock payable solely in shares of Capital Stock of the Borrower that is not Disqualified Capital Stock; (x) the Borrower may make payments (or may make Restricted Payments to any parent, the proceeds of which will be used to make payments) at such times and in such amounts as are necessary to make payments of or on account of (1) monitoring or management or similar fees or transaction fees and (2) reimbursement of out-of-pocket costs, expenses and indemnities, in each case to the Sponsor or any of its Affiliates, in each case to the extent permitted by SECTION 6.07(o) (assuming the Borrower was party thereto); (xi) the Restricted Subsidiaries may make a Restricted Payment as consideration for the acquisition of additional Capital Stock in any Restricted Subsidiary from minority shareholders that are not Affiliates; (xii) Restricted Payments made (A) in respect of working capital adjustments or purchase price adjustments pursuant to any Taxes attributable Permitted Acquisition or other permitted Investments and (B) to satisfy indemnity and other similar obligations under Permitted Acquisitions or other Permitted Investments,; (xiii) Restricted Payments necessary to consummate Investments permitted pursuant to SECTION 6.04; (xiv) the income of Borrower or any Unrestricted Subsidiaries of the Parent Borrower Restricted Subsidiary may be made only make additional Restricted Payments to the extent that such Unrestricted Subsidiaries Restricted Payments are made with Net Proceeds received by the Borrower (or any parent entity) after the Amendment No. 4 Effective Date from the issuance or sale of Capital Stock of the Borrower that is not Disqualified Capital Stock (or any parent entity) or proceeds of an equity contribution initially made to Parent, in each case to the extent such proceeds have made cash payments for such purpose been contributed to Parent the common equity of the Borrower and have not been applied pursuant to (gg) of the definition of “Permitted Investment”, clause (aa) of the definition of “Permitted Indebtedness” or its Restricted Subsidiariesutilized to also increase the Available Amount; (Bxv) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to Borrower and the Restricted Subsidiaries may make Restricted Payments to allow BCF Holdings (or any parent entity) to pay cash in lieu of fractional Capital Stock in connection with (a) any dividend, split or combination thereof or any Acquisition, Investment or other transaction otherwise permitted hereunder and (b) any conversion request by a holder of convertible Indebtedness (to the extent such conversion request is paid solely in shares of Capital Stock of BCF Holdings (or any parent entity) that is not Disqualified Capital Stock); (xvi) the Borrower and the Restricted Subsidiaries may make Restricted Payments to its direct or indirect parent to declare and pay regular quarterly dividends on its common stock (or similar Capital Stock of Holdings its direct or indirect parent) in an amount not to pay) its operating expenses incurred exceed 6% per year of the aggregate net cash proceeds of the initial public offering of such parent that were actually received by or contributed to the Capital Stock of the Borrower in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses payable to third parties) that are reasonable and customary and incurred in the ordinary course of businessor from such initial public offering; (Cxvii) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to Borrower and the Restricted Subsidiaries may make Restricted Payments consisting of Capital Stock in any Unrestricted Subsidiary, whether pursuant to allow a distribution, dividend or any direct or indirect parent of Holdings to pay) franchise Taxes and other fees, Taxes, and expenses, required to maintain its corporate existencetransaction not prohibited hereunder; (Dxviii) the proceeds making of which shall be used by Holdings to make any Restricted Payment within 60 days after the date of declaration thereof, if at the date of such declaration such Restricted Payment would have complied with another provision of this SECTION 6.06(a); provided that the making of such Restricted Payment will reduce capacity for Restricted Payments permitted by Section 6.08(a)(iv)pursuant to such other provision when so made; (Exix) [Intentionally Omitted]the Loan Parties and their Restricted Subsidiaries may make other Restricted Payments in an aggregate amount, when taken together with all other Restricted Payments made pursuant to this clause (xix) not to exceed the greater of $50,000,000 and 2.0% of Consolidated Total Assets; and (Fxx) the proceeds distributions or payments of which shall be used by Holdings Securitization Fees, sales contributions and other transfers of Securitization Assets or any Intermediate Parent Receivables Assets and purchases of Securitization Assets or Receivables Assets pursuant to pay (a Securitization Repurchase Obligations, in each case in connection with a Qualified Securitization Financing or to make Restricted Payments to allow any direct or indirect parent thereof to pay) fees and expenses related to any equity or debt offering permitted by this Agreement; and (vii) redemptions in whole or in part of any of its Equity Interests for another class of its Equity Interests or with proceeds from substantially concurrent equity contributions or issuances of new Equity Interests; provided that such new Equity Interests contain terms and provisions at least as advantageous to the Lenders in all respects material to their interests as those contained in the Equity Interests redeemed therebya Receivables Facility. (b) Neither Holdings nor the Parent Borrower No Loan Party will, nor will they it permit any other of its Restricted Subsidiary Subsidiaries to, make or agree to pay or make, directly or indirectly, any voluntary payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Junior FinancingSpecified Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Junior Financing, or any other payment (including any payment under any Swap Agreement) that has a substantially similar effect to any of the foregoingSpecified Indebtedness, except: (i) payment payments in Capital Stock (so long as no Change in Control would result therefrom) and payments of interest in-kind of the Loan Parties and their Restricted Subsidiaries; (ii) payments of regularly scheduled interest and principal payments as, in the form of payment and when due in respect of any IndebtednessSpecified Indebtedness (subject to applicable subordination provisions relating thereto); (iii) [Reserved]; (iv) prepayment in whole or in part of Specified Indebtedness from any refinancing of such Specified Indebtedness with the proceeds of (x) any equity securities issued or capital contributions received by any Loan Party (or direct or indirect parent of such Person) or any Restricted Subsidiary for the purpose of making such payment or prepayment and/or (y) other Indebtedness not prohibited hereunder; (v) so long as (x) no Event of Default has occurred and is continuing or would result therefrom and (y) on a Pro Forma Basis the Consolidated Interest Coverage Ratio is at least 2.00 to 1.00 for the most recently ended period of four Fiscal Quarters for which financial statements have been or were required to be delivered, other than any Loan Party and any of its Restricted Subsidiaries may make payments in respect of Specified Indebtedness from the portion of the Available Amount such Loan Party or such Restricted Subsidiary elects to apply pursuant to this clause (v); (vi) refinancings, replacements and renewals of Specified Indebtedness to the extent permitted under this Agreement; (vii) AHYDO catch-up payments relating to Permitted Indebtedness of the Borrower and its Restricted Subsidiaries; (viii) any Junior Financing prohibited by such payments or other distributions in an amount not to exceed the subordination provisions thereofgreater of $50,000,000 and 2.0% of Consolidated Total Assets; and (iiix) so long as (x) no Event of Default has occurred and is continuing or would result therefrom and (y) on a Pro Forma Basis, the conversion Consolidated Leverage Ratio as of the last day of the most recently ended Fiscal Quarter for which financial statements have been or are then required to have been delivered would be less than or equal to 3.5 to 1.0, any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings Loan Party or any of its direct or indirect parent companies or Restricted Subsidiary may make any Intermediate Parentpayment on Specified Indebtedness.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Parent Borrower willwill not, nor and will they not permit any Restricted Subsidiary to, declare or Intermediate Parent make, or agree to pay or make, directly or indirectly, any Restricted Payment, except: : (i) each Restricted Subsidiary may make Restricted Payments to the Parent Borrower Holdings or any other Restricted Subsidiary; (ii) Holdings, any Intermediate Parent, the Parent Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the Equity Interests of such Person; provided that in the case of any such Restricted Payment by a Restricted Subsidiary that is not a wholly-owned Subsidiary of the Parent BorrowerWholly Owned Subsidiary, such Restricted Payment is made to the Parent BorrowerHoldings, any Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity Interests; ; (ii) Holdings and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the Equity Interests of such Person; (iii) Restricted Payments made on the Effective Date to consummate in connection with the Transactions; ; (iv) repurchases of Equity Interests in Holdings (or Restricted Payments by Holdings to allow repurchases of Equity Interest in any direct or indirect parent of Holdings), the Parent Borrower or any Restricted Subsidiary deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price or withholding Taxes payable in connection with the exercise of such options or warrants; warrants or other incentive interests; (v) [Intentionally Omitted]; (vi) any Intermediate Parent, the Parent Borrower and the Restricted Subsidiaries may make Restricted Payments in cash to SMART Global Holdings, Inc.which Holdings may use to redeem, Holdings and acquire, retire, repurchase or settle its Equity Interests (or any Intermediate Parent andoptions, where applicablewarrants, Holdings and restricted stock or stock appreciation rights or similar securities issued with respect to any such Intermediate Parent may make Restricted Payments in cash in an aggregate amount not Equity Interests) or Indebtedness or to exceed $1,000,000 after the Restatement Effective Date and prior to the first anniversary of the Restatement Effective Date and $200,000 for each year thereafter; (A) the proceeds of which shall be used service Indebtedness incurred by Holdings or any Intermediate Parent direct or indirect parent companies of Holdings to pay its Tax liability to finance the relevant jurisdiction in respect redemption, acquisition, retirement, repurchase or settlement of consolidated, combined, unitary such Equity Interest or affiliated returns attributable to the income of the Parent Borrower and its Subsidiaries; provided that Restricted Payments made pursuant to this clause (a)(vi)(A) shall not exceed the Tax liability that the Parent Borrower and/or its Subsidiaries (as applicable) would have incurred were such Taxes determined as if such entity(ies) were a stand-alone taxpayer or a stand-alone group; and provided, further, that Restricted Payments under this clause (A) in respect of any Taxes attributable to the income of any Unrestricted Subsidiaries of the Parent Borrower may be made only to the extent that such Unrestricted Subsidiaries have made cash payments for such purpose to Parent Borrower or its Restricted Subsidiaries; (B) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay Indebtedness (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses payable to third parties) that are reasonable and customary and incurred in the ordinary course of business; (C) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) franchise Taxes and other fees, Taxes, and expenses, required to maintain its corporate existence; (D) the proceeds of which shall be used by Holdings to make Restricted Payments permitted by Section 6.08(a)(iv); (E) -126- [Intentionally OmittedEMEA_ACTIVE 302040156_13]; and (F) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent thereof to pay) fees and expenses related to any equity or debt offering permitted by this Agreement; and (vii) redemptions in whole or in part of any of its Equity Interests for another class of its Equity Interests or with proceeds from substantially concurrent equity contributions or issuances of new Equity Interests; provided that such new Equity Interests contain terms and provisions at least as advantageous to the Lenders in all respects material to their interests as those contained in the Equity Interests redeemed thereby. (b) Neither Holdings nor the Parent Borrower will, nor will they permit any other Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Junior Financing, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Junior Financing, or any other payment (including any payment under any Swap Agreement) that has a substantially similar effect to any of the foregoing, except: (i) payment of regularly scheduled interest and principal payments as, in the form of payment and when due in respect of any Indebtedness, other than payments in respect of any Junior Financing prohibited by the subordination provisions thereof; and (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parent companies or any Intermediate Parent.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Parent The Borrower willwill not, nor and will they not permit any Restricted Subsidiary or Intermediate Parent to to, pay or make, directly or indirectly, any Restricted Payment, except: (i) each Restricted Subsidiary may make Restricted Payments to the Parent Borrower or any other Restricted Subsidiary; (ii) Holdings, any Intermediate Parent, the Parent Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the Equity Interests of such Person; provided that in the case of any such Restricted Payment by a Restricted Subsidiary that is not a wholly-owned Subsidiary of the Parent Borrower, such Restricted Payment is made to the Parent Borrower, any Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity Interests; (iiiii) Restricted Payments made on to satisfy appraisal or other dissenters’ rights, pursuant to or in connection with a consolidation, amalgamation, merger, transfer of assets or acquisition that complies with Section 6.03 or Section 6.04; (iii) the Effective Date to consummate Borrower may declare and make dividend payments or other distributions payable solely in the TransactionsEquity Interests of the Borrower; (iv) [reserved]; (v) repurchases of Equity Interests in Holdings the Borrower (or Restricted Payments by Holdings the Borrower to allow repurchases of Equity Interest Interests in Holdings or any direct or indirect parent of Holdings, including, for the avoidance of doubt, Vacasa, Inc.Parent), the Parent Borrower or any Restricted Subsidiary deemed to occur upon exercise of stock equity options or warrants or other incentive interests if such Equity Interests represent a portion of the exercise price of such equity options or warrants; (v) [Intentionally Omitted]warrants or other incentive interests; (vi) Restricted Payments to Holdings which Holdings may use to redeem, acquire, retire or repurchase its Equity Interests (or any Intermediate Parentoptions, warrants, restricted stock units or stock appreciation rights or other equity-linked interests issued with respect to any of such Equity Interests) (or to make Restricted Payments to allow any of Holdings’ direct or indirect parent companies, including, for the avoidance of doubt, Vacasa, Inc.Parent to so redeem, retire, acquire or repurchase their Equity Interests or other such interests) held by current or former officers, managers, consultants, directors and employees and other service providers (or their respective Affiliates, spouses, former spouses, other Permitted Transferees, successors, executors, administrators, heirs, legatees or distributees) of Holdings (or any direct or indirect parent thereof), the Borrower and the Restricted Subsidiaries, upon the death, disability, retirement or termination of employment or engagement of any such Person or otherwise in accordance with any equity option or equity appreciation rights plan, any management, director and/or employee equity ownership or incentive plan, equity subscription plan, profits interest, employment termination agreement or any other employment or service agreements with any director, officer or consultant or partnership or equity holders’ agreement; provided that, except with respect to non-discretionary repurchases, the aggregate amount of Restricted Payments permitted by this clause (vi) after the Effective Date, together with the aggregate amount of loans and advances to Holdings (or any direct or indirect parent thereof) made pursuant to Section 6.04(xiii) in lieu thereof, shall not, in any fiscal year of the Borrower, exceed the sum of (a) $15,000,000 (net of any proceeds from the reissuance or resale of such Equity Interests to another Person received by Holdings, the Borrower or any Restricted Subsidiary), (b) the amount equal to the cash proceeds of key man life insurance policies received by Holdings, the Borrower or the Restricted Subsidiaries after the Effective Date, and (c) the cash proceeds from the sale of Equity Interests (other than Disqualified Equity Interests) of Holdings (to the extent contributed to Holdings in the form of common Equity Interests or Qualified Equity Interests) and, to the extent contributed to Holdings, the cash proceeds from the sale of Equity Interests of any direct or indirect Parent Entity or management investment vehicle, in each case to any future, present or former employees, directors, managers or consultants of Holdings, any of its Subsidiaries or any direct or indirect Parent Entity or management investment vehicle that occurs after the Effective Date, to the extent the cash proceeds from the sale of such Equity Interests are contributed to Holdings in the form of common Equity Interests or Qualified Equity Interests and are not Cure Amounts and have not otherwise been applied to the payment of Restricted Payments by virtue of the Available Equity Amount or are otherwise applied to increase any other basket hereunder; provided that any unused portion of the preceding basket calculated pursuant to clauses (a) and (b) above for any fiscal year may be carried forward to succeeding fiscal years; provided, further, that any Indebtedness incurred or Investments or payments made in reliance upon the Available RP Capacity Amount utilizing the unused amounts available pursuant to this Section 6.08(a)(vi) shall reduce the amounts available pursuant to this Section 6.08(a)(vi); (vii) the Borrower and the Restricted Subsidiaries may make Restricted Payments in cash to SMART Global Holdings, Inc., Holdings and any Intermediate Parent and, where applicable, Holdings and such Intermediate Parent may make Restricted Payments in cash in an aggregate amount not to exceed $1,000,000 after the Restatement Effective Date and prior to the first anniversary of the Restatement Effective Date and $200,000 for each year thereafter;Entity: (i) (A) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay its Tax liability to the relevant jurisdiction in respect of consolidated, combined, unitary or affiliated returns attributable to the income of the Parent Borrower and its Subsidiaries; provided that Restricted Payments made pursuant to this clause (a)(vi)(A) shall not exceed the Tax liability that the Parent Borrower and/or its Subsidiaries (as applicable) would have incurred were such Taxes determined as if such entity(ies) were a stand-alone taxpayer or a stand-alone group; and provided, further, that Restricted Payments under this clause (A) in respect of any Taxes attributable to the income of any Unrestricted Subsidiaries of the Parent Borrower may be made only to the extent that such Unrestricted Subsidiaries have made cash payments for such purpose to Parent Borrower or its Restricted Subsidiaries; (B) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) (1) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting accounting, tax reporting and similar expenses payable to third parties) that are reasonable and customary and incurred in the ordinary course of business, (2) any reasonable and customary indemnification claims made by directors or officers of Holdings (or any parent thereof) attributable to the ownership or operations of Holdings, the Borrower and the Restricted Subsidiaries, (3) fees and expenses (x) due and payable by any of Holdings, the Borrower and the Restricted Subsidiaries and (y) otherwise not prohibited to be paid by Holdings, the Borrower and the Restricted Subsidiaries under this Agreement and (4) payments that would otherwise be permitted to be paid directly by Holdings, the Borrower or the Restricted Subsidiaries pursuant to Section 5.19(iii) or (x); (Cii) (B) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) franchise Taxes and similar Taxes, and other fees, Taxes, fees and expenses, required to maintain its corporate organizational existence; (Diii) (C) the proceeds of which shall be used by Holdings (or any other direct or indirect parent thereof) to make Restricted Payments of the type permitted by Section 6.08(a)(iv6.08(a)(vi) or Section 6.08(a)(xi); (iv) (D) to finance any Investment permitted to be made pursuant to Section 6.04 other than Section 6.04(xiii); provided that (1) such Restricted Payment shall be made substantially concurrently with the closing of such Investment and (2) Holdings or any Parent Entity shall, immediately following the closing thereof, cause (x) all property acquired (whether assets or Equity Interests but not including any loans or advances made pursuant to Section 6.04(ii)) to be contributed to the Borrower or the Restricted Subsidiaries or (y) the Person formed or acquired to merge into or consolidate with the Borrower or any of the Restricted Subsidiaries to the extent such merger, amalgamation or consolidation is permitted by Section 6.03) in order to consummate such Investment, in each case in accordance with the requirements of Sections 5.11 and 5.12; (v) (E) [Intentionally Omitted]the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers, employees and other service providers of Holdings or any direct or indirect parent company of Holdings to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of Holdings, the Borrower and the Restricted Subsidiaries; and (vi) (F) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent thereof to pay) fees and expenses related to any equity or offering, debt offering or other non-ordinary course transaction not prohibited by this Agreement (whether or not such offering or other transaction is successful); (viii) Restricted Payments (including Restricted Payments to Holdings, the proceeds of which may be utilized by Holdings to make additional Restricted Payments or by Holdings to make any payments in respect of any Indebtedness of Holdings) (A) in an aggregate amount not to exceed, at the time of making any such Restricted Payment and when taken together with the aggregate amount of loans and advances to Holdings (or any direct or indirect parent thereof) made pursuant to Section 6.04(xiii) in lieu of Restricted Payments permitted by this Agreementclause (viii), the greater of $25,000,000 and 4.0% of Consolidated Total Assets as of the last day of the most recently ended Test Period as of such time determined on a Pro Forma Basis, plus (B) the Available Amount that is Not Otherwise Applied (provided that, with respect to any Restricted Payment made in reliance on clause (b) of the definition of “Available Amount” pursuant to this clause (B), no Event of Default under Section 7.01(a), (b), (h) or (i) shall be continuing or would result therefrom) plus (C) the Available Equity Amount that is Not Otherwise Applied; andprovided that any Indebtedness incurred or Investments made in reliance upon the Available RP Capacity Amount utilizing the unused amounts available pursuant to this Section 6.08(a)(viii) shall reduce the amounts available pursuant to this Section 6.08(a)(viii); (viiix) redemptions in whole or in part of any of its Equity Interests for another class of its Equity Interests or with proceeds from substantially concurrent equity contributions or issuances of new Equity Interests; provided that such new Equity Interests contain terms and provisions at least as advantageous to the Lenders in all respects material to their interests as those contained in the Equity Interests redeemed thereby.; (a) payments made or expected to be made in respect of withholding or similar Taxes payable by any future, present or former employee, director, manager, consultant or other service provider and any repurchases of Equity Interests in consideration of such payments including deemed repurchases, in each case, in connection with the exercise of equity options and the vesting of restricted equity and restricted equity units and (b) Neither Holdings nor the Parent Borrower willpayments or other adjustments to outstanding Equity Interests in accordance with any management equity plan, nor will they permit equity option plan or any other similar employee benefit plan, agreement or arrangement in connection with any Restricted Payment; (xi) the Borrower or any Restricted Subsidiary tomay (a) pay cash in lieu of fractional Equity Interests in connection with any dividend, make split or agree to pay combination thereof or make, directly or indirectlyany acquisition, any payment Permitted Acquisition or other distribution similar Investment and (whether b) honor any conversion request by a holder of convertible Indebtedness and make cash payments in cashlieu of fractional shares in connection with any such conversion and may make payments on convertible Indebtedness in accordance with its terms; (xii) Restricted Payments in an annual amount not to exceed the sum of (a) 6.0% of the net cash proceeds received by or contributed to the Borrower from the SPAC Transactions or a Qualifying IPO and any follow-on offerings plus (b) 7.0% of the market capitalization of Parent on the date of the declaration of a Restricted Payment in reliance on this clause (xii); provided that any Indebtedness incurred or Investments or payments made in reliance upon the Available RP Capacity Amount utilizing the unused amounts available pursuant to this Section 6.08(a)(xii) shall reduce the amounts available pursuant to this Section 6.08(a)(xii); (xiii) payments made or expected to be made by Holdings, securities the Borrower or other property) of or any Restricted Subsidiary in respect of principal withholding or similar taxes payable upon exercise of Equity Interests by any future, present or interest former employee, director, officer, manager, consultant or other service provider (or their respective controlled Affiliates, Immediate Family Members or Permitted Transferees) and any repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants or required withholding or similar taxes; (xiv) additional Restricted Payments; provided that either (A) the Liquidity is equal to or greater than $350,000,000 or (B) the Total Leverage Ratio is less than or equal to 4.00 to 1.00, in either case after giving effect to such Restricted Payment on any Junior Financinga Pro Forma Basis; (xv) [reserved]; (xvi) the distribution, by dividend or otherwise, of shares of Equity Interests of, or Indebtedness owed to Holdings, the Borrower or a Restricted Subsidiary by, Unrestricted Subsidiaries (other than Unrestricted Subsidiaries the primary assets of which are Permitted Investments (except to the extent that such Permitted Investments constitute the proceeds of any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account sale of the purchase, redemption, retirement, acquisition, cancellation assets or termination equity of any Junior Financing, or any other payment (including any payment under any Swap Agreement) that has a substantially similar effect to any of the foregoing, except:Unrestricted Subsidiary));[reserved]; (ixvii) payment of regularly scheduled interest and principal payments as, in the form of payment and when due in respect of any Indebtedness, other than payments in respect of any Junior Financing prohibited by the subordination provisions thereof[reserved]; and (iixviii) the conversion of any Junior Financing Borrower may make Restricted Payments in cash to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parent companies equity holder of Holdings in amounts, as reasonably determined by the Borrower in good faith, sufficient to permit Holdings (or any Intermediate Parentsuccessor to Holdings) to make pro rata distributions to its equity holders (based on their percentage interests in Holdings) in amounts that will permit each such equity holder of Holdings to receive an amount equal to its Tax Distribution Amount (determined solely by reference to tax items of Holdings that are attributable to the Borrower and its Subsidiaries).

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Parent Borrower will, nor will they permit any Restricted Subsidiary to declare or Intermediate Parent make, or agree to pay or make, directly or indirectly, any Restricted Payment, except: (i) each Restricted Subsidiary may make Restricted Payments to the Parent Borrower or any other Restricted Subsidiary; (ii) Holdings, any Intermediate Parent, the Parent Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the Equity Interests of such Person; provided that in the case of any such Restricted Payment by a Restricted Subsidiary that is not a wholly-owned Wholly Owned Subsidiary of the Parent Borrower, such Restricted Payment is made to the Parent Borrower, any Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity Interests; (iii) Restricted Payments made on so long as no Event of Default has occurred and is continuing or would be caused thereby, the Effective Date payment of quarterly distributions or dividends in an amount not to consummate exceed the TransactionsSpecified Dividend Amount during any fiscal quarter that commences after the Closing Date; provided that for the avoidance of doubt, unused amounts with respect to any such fiscal quarter shall not be available in any other fiscal quarter; (iv) repurchases of Equity Interests in Holdings (or Restricted Payments by Holdings to allow repurchases of Equity Interest Interests in any direct or indirect parent of Holdings), the Parent Borrower or any Restricted Subsidiary deemed to occur upon the exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants; (v) [Intentionally Omitted]Holdings may redeem, acquire, retire or repurchase its Equity Interests (or any options or warrants or stock appreciation rights issued with respect to any of such Equity Interests) (or make Restricted Payments to allow any of Holdings’ direct or indirect parent companies or any Employee Holding Vehicle to so redeem, retire, acquire or repurchase Equity Interests of Holdings or such entity) held by current or former officers, managers, consultants, directors and employees or their permitted transferees (or their respective estates, executors, trustees, administrators, heirs, legatees or distributes) of Holdings (or any direct or indirect parent thereof), the Borrower and the Restricted Subsidiaries, or held by any Employee Holding Vehicle for the benefit of any of the foregoing, upon the death, disability, retirement or termination of employment of any such Person or otherwise in accordance with any stock option or stock appreciation rights plan, any management, director and/or employee stock ownership or incentive plan, stock subscription plan, employment termination agreement or any other employment agreements or equity holders’ agreement, in an aggregate amount after the Closing Date together with the aggregate amount of loans and advances to Holdings made pursuant to Section 6.04(k) in lieu of Restricted Payments permitted by this clause (v) not to exceed $15,000,000 in any calendar year with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum of $30,000,000 in any calendar year (without giving effect to the following proviso); provided that such amount in any calendar year may be increased by an amount not to exceed the cash proceeds of key man life insurance policies received by the Borrower or its Restricted Subsidiaries after the Closing Date and not previously applied pursuant to this clause (v); (vi) so long as the Borrower and Holdings are each treated as a pass-through or disregarded entity (a “Flow-Through Entity”) for U.S. federal and state income tax purposes, Borrower may make distributions to Holdings and Holdings may make distributions to its members for Permitted Tax Distributions at such times and with respect to such periods as Tax Distributions (as defined in the Holdings LLC Agreement) are required to be made or designated pursuant to the Holdings LLC Agreement; provided that if Holdings is not a Flow-Through Entity, so long as the Borrower is a Flow-Through Entity, the Borrower may make Permitted Tax Distributions to Holdings on a quarterly basis and at the end of a Taxable Year (with the determination of the Permitted Tax Distributions to be made by substituting the Borrower for Holdings in the applicable definitions); provided, further, that Restricted Payments under this clause (vi) in respect of any taxes attributable to the income of any Unrestricted Subsidiaries of the Borrower may be made only to the extent that such Unrestricted Subsidiaries have made cash payments for such purpose to the Borrower or its Restricted Subsidiaries; (vii) any Intermediate Parent, the Parent Borrower and the Restricted Subsidiaries may make Restricted Payments in cash to SMART Global Holdings, Inc., Holdings and any Intermediate Parent and, where applicable, Holdings and such Intermediate Parent may make Restricted Payments in cash in an aggregate amount not to exceed $1,000,000 after the Restatement Effective Date and prior to the first anniversary of the Restatement Effective Date and $200,000 for each year thereafter;cash: (A) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay its Tax liability to the relevant jurisdiction in respect of consolidated, combined, unitary or affiliated returns attributable to the income of the Parent Borrower and its Subsidiaries; provided that Restricted Payments made pursuant to this clause (a)(vi)(A) shall not exceed the Tax liability that the Parent Borrower and/or its Subsidiaries (as applicable) would have incurred were such Taxes determined as if such entity(ies) were a stand-alone taxpayer or a stand-alone group; and provided, further, that Restricted Payments under this clause (A) in respect of any Taxes attributable to the income of any Unrestricted Subsidiaries of the Parent Borrower may be made only to the extent that such Unrestricted Subsidiaries have made cash payments for such purpose to Parent Borrower or its Restricted Subsidiaries; (B) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) (1) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses payable to third parties) that are reasonable and customary and incurred in the ordinary course of business, in an aggregate amount together with the aggregate amount of loans and advances to Holdings made pursuant to Section 6.04(k) in lieu of Restricted Payments permitted by this clause (a)(vii)(A) not to exceed $10,000,000 in any fiscal year, plus any reasonable and customary indemnification claims made by directors or officers of Holdings (or any parent thereof) attributable to the ownership or operations of Holdings and the Restricted Subsidiaries or otherwise payable by Holdings pursuant to the Holdings LLC Agreement and (2) fees and expenses (x) due and payable by any of the Restricted Subsidiaries and (y) otherwise permitted to be paid (but not paid) by such Restricted Subsidiary under this Agreement; (CB) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) franchise Taxes taxes and other fees, Taxes, fees and expenses, expenses required to maintain its corporate organizational existence; (DC) the proceeds of which shall be used by Holdings to make Restricted Payments permitted by Section 6.08(a)(iv) or Section 6.08(a)(v); (ED) [Intentionally Omitted]to finance any Investment permitted to be made pursuant to Section 6.04; andprovided that (A) such Restricted Payment shall be made substantially concurrently with the closing of such Investment and (B) Holdings or any Intermediate Parent shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests but not including any loans or advances made pursuant to Section 6.04(b)) to be contributed to the Borrower or the Restricted Subsidiaries or (2) the Person formed or acquired to merge into or consolidate with the Borrower or any of the Restricted Subsidiaries (to the extent such merger or consolidation is permitted under Section 6.03) in order to consummate such Investment, in each case in accordance with the requirements of Sections 5.11 and 5.12; (FE) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent thereof to pay) fees and expenses related to any equity or debt offering permitted by this Agreement; and (viiF) the proceeds of which shall be used to make payments permitted by clause (b)(iv) of this Section 6.08; (viii) in addition to the foregoing Restricted Payments and so long as no Event of Default shall have occurred and be continuing or would result therefrom, the Borrower may make additional Restricted Payments in an aggregate amount not to exceed the Cumulative Credit; (ix) redemptions in whole or in part of any of its Equity Interests for another class of its Equity Interests or with proceeds from substantially concurrent equity contributions or issuances of new Equity Interests; provided that such new Equity Interests contain terms and provisions at least as advantageous to the Lenders in all respects material to their interests as those contained in the Equity Interests redeemed thereby; (x) so long as no Event of Default has occurred and is continuing or would be caused thereby, Holdings, the Borrower and each Restricted Subsidiary may make additional Restricted Payments; provided that after giving effect to any such Restricted Payment, the aggregate amount of Restricted Payments made in reliance on this clause (x) shall not exceed the greater of $190,000,000 and 25% of Consolidated EBITDA calculated on a Pro Forma Basis for the Test Period most recently ended for which financial statements are available prior to the making of such Restricted Payment; (xi) so long as no Event of Default has occurred and is continuing or would be caused thereby, Holdings, the Borrower and each Restricted Subsidiary may make unlimited Restricted Payments; provided that after giving effect to any such Restricted Payment, the Total Leverage Ratio calculated on a Pro Forma Basis as of the end of the most recent Test Period for which financial statements are available does not exceed 1.50 to 1.00; and (xii) Restricted Payments contemplated by the Merger Agreement. (b) Neither Holdings nor the Parent Borrower will, nor will they permit any other Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Junior Financing, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Junior Financing, or any other payment (including any payment under any Swap Agreement) that has a substantially similar effect to any of the foregoing, except: (i) payment of regularly scheduled interest and principal payments as, in the form of payment as and when due in respect of any Indebtedness, other than payments in respect of any Junior Financing prohibited by the subordination provisions thereof; and; (ii) refinancings of Indebtedness to the extent permitted by Section 6.01; (iii) the conversion of any Junior Financing to to, or the exchange of any Junior Financing for, Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parent companies or any Intermediate Parent; provided that in the case of any such exchange, such Junior Financing is promptly cancelled; (iv) so long as no Event of Default has occurred and is continuing or would be caused thereby, prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity (“Junior Financing Prepayments”) in an amount not to exceed the Cumulative Credit at the time when such Junior Financing Prepayment is made; (v) so long as no Event of Default has occurred and is continuing or would be caused thereby, additional Junior Financing Prepayments; provided that after giving effect to any such Junior Financing Prepayment, the aggregate amount of Junior Financing Prepayments made in reliance on this clause (v) shall not exceed the greater of $190,000,000 and 25% of Consolidated EBITDA calculated on a Pro Forma Basis for the Test Period most recently ended for which financial statements are available prior to the making of such Junior Financing Prepayment; and (vi) so long as no Event of Default has occurred and is continuing or would be caused thereby, Holdings, the Borrower and the Restricted Subsidiaries may make unlimited Junior Financing Prepayments; provided that after giving effect to any such Junior Financing Prepayment, the Total Leverage Ratio calculated on a Pro Forma Basis as of the end of the most recent Test Period for which financial statements are available does not exceed 1.50 to 1.00.

Restricted Payments; Certain Payments of Indebtedness. (a1) Neither Holdings nor the Parent The Borrower willwill not, nor and will they not permit any Restricted Subsidiary to, declare or Intermediate Parent make, or agree to pay or make, directly or indirectly, any Restricted Payment, except: (i1) each Restricted Subsidiary may make Restricted Payments to the Parent Borrower or any other Restricted Subsidiary; (ii) Holdings, any Intermediate Parent, the Parent Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the Equity Interests of such Person; provided that in the case of any such Restricted Payment by a Restricted Subsidiary that is not a wholly-owned Subsidiary of the Parent BorrowerWholly Owned Subsidiary, such Restricted Payment is made to the Parent Borrower, any Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity Interests; (iii2) the Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the Equity Interests of such Person; (3) Restricted Payments made on the Effective Date to consummate the Transactions; (iv4) repurchases of Equity Interests in Holdings (or Restricted Payments by Holdings to allow repurchases of Equity Interest in any direct or indirect parent of Holdings), the Parent Borrower or any Restricted Subsidiary deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price or withholding taxes payable in connection with the exercise of such options or warrantswarrants or other incentive interests; (5) Restricted Payments to the Borrower, which the Borrower may use to redeem, acquire, retire, repurchase or settle its Equity Interests (or any options, warrants, restricted stock or stock appreciation rights or similar securities issued with respect to any such Equity Interests) or Indebtedness or to service Indebtedness incurred by the Borrower to finance the redemption, acquisition, retirement, repurchase or settlement of such Equity Interest or Indebtedness, held directly or indirectly by current or former officers, managers, consultants, members of the Board of Directors, employees or independent contractors (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) of the Borrower and its Restricted Subsidiaries, upon the death, disability, retirement or termination of employment of any such Person or otherwise in accordance with any stock option or stock appreciation rights plan, any management, director and/or employee stock ownership or incentive plan, stock subscription plan, employment termination agreement or any other employment agreements or equity holders’ agreement in an aggregate amount after the Effective Date together with the aggregate amount of loans and advances to the Borrower made pursuant to Section 6.04(m) in lieu of Restricted Payments permitted by this clause (v) [Intentionally Omitted];not to exceed $75,000,000 in -135- any calendar year with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum of $150,000,000 in any calendar year (without giving effect to the following proviso); provided that such amount in any calendar year may be increased by (vi1) any Intermediate Parent, an amount not to exceed the Parent cash proceeds of key man life insurance policies received by the Borrower and or the Restricted Subsidiaries after the Effective Date, or (2) the amount of any bona fide cash bonuses otherwise payable to members of the Board of Directors, consultants, officers, employees, managers or independent contractors of the Borrower or any Restricted Subsidiary that are foregone in return for the receipt of Equity Interests, the fair market value of which is equal to or less than the amount of such cash bonuses, which, if not used in any year, may be carried forward to any subsequent fiscal year; provided further that cancellation of Indebtedness owing to the Borrower or any Restricted Subsidiary from members of the Board of Directors, consultants, officers, employees, managers or independent contractors (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) of the Borrower or any Restricted Subsidiary in connection with a repurchase of Equity Interests of the Borrower will not be deemed to constitute a Restricted Payment for purposes of this Section 6.07 or any other provisions of this Agreement. (6) other Restricted Payments made by the Borrower; provided that, at the time of making such Restricted Payments, (i) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (ii) on a Pro Forma Basis, the Total Net Leverage Ratio is equal to or less than 3.50 to 1.00; Borrower: (7) any Restricted Subsidiary may make Restricted Payments in cash to SMART Global Holdings, Inc., Holdings and the (a) as distributions by any Intermediate Parent and, where applicable, Holdings and such Intermediate Parent may make Restricted Payments in cash in an aggregate amount not to exceed $1,000,000 after the Restatement Effective Date and prior Subsidiary to the first anniversary Borrower in amounts required for the Borrower to pay with respect to any taxable period in which the Borrower and/or any of its Subsidiaries is a member of (or is a flow-through entity for U.S. federal income tax purposes owned directly or indirectly by one or more such members of) a consolidated, combined, unitary or similar tax group (a “Tax Group”) of which the Borrower is the common parent, U.S. federal, state and local and foreign taxes that are attributable to the taxable income of the Restatement Effective Date and $200,000 Borrower and/or its Subsidiaries; provided that for each year thereaftertaxable period, the amount of such payments made in respect of such taxable period in the aggregate shall not exceed the amount of such taxes that the Borrower and its Subsidiaries would have been required to pay if they were a stand-alone Tax Group with the Borrower as the corporate common parent of such stand-alone Tax Group (collectively, “Tax Distributions”); (b) [reserved]; (c) [reserved]; (d) to finance any Investment made by the Borrower that, if made by the Borrower, would be permitted to be made pursuant to Section 6.04; provided that (A) such Restricted Payment shall be made substantially concurrently with the closing of such Investment and (B) the Borrower shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests but not including any loans or advances made pursuant to Section 6.04(b)) to be contributed to the Borrower or its Restricted Subsidiaries or (2) the Person formed or acquired to merge into or consolidate with the Borrower or any of the Restricted Subsidiaries to the extent such merger or consolidation is permitted in Section 6.03) in order to consummate such Investment, in each case in accordance with the requirements of Sections 5.11 and 5.12; (e) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay its Tax liability to the relevant jurisdiction in respect of consolidated, combined, unitary or affiliated returns attributable to the income of the Parent Borrower and its Subsidiaries; provided that Restricted Payments made pursuant to this clause (a)(vi)(A) shall not exceed the Tax liability that the Parent Borrower and/or its Subsidiaries (as applicable) would have incurred were such Taxes determined as if such entity(ies) were a stand-alone taxpayer or a stand-alone group; and provided, further, that Restricted Payments under this clause (A) in respect of any Taxes attributable to the income of any Unrestricted Subsidiaries of the Parent Borrower may be made only to the extent that such Unrestricted Subsidiaries have made cash payments for such purpose to Parent Borrower or its Restricted Subsidiaries; (B) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses payable to third parties) that are reasonable and customary and incurred in the ordinary course of business; (C) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) franchise Taxes and other fees, Taxes, and expenses, required to maintain its corporate existence; (D) the proceeds of which shall be used by Holdings to make Restricted Payments permitted by Section 6.08(a)(iv); (E) [Intentionally Omitted]; and (F) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent thereof Borrower to pay) fees and expenses related to any equity or debt offering permitted by this Agreementoffering; (f) the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers and employees of the Borrower to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of the Borrower and its Restricted Subsidiaries; and (viig) the proceeds of which shall be used to make payments permitted by xxxxxx (b)(iv) and (b)(v) of Section 6.07; (a) in addition to the foregoing Restricted Payments, the Borrower may make additional Restricted Payments, in an aggregate amount, when taken together with the aggregate amount of loans and advances previously made pursuant to Section 6.04(m) in lieu of Restricted Payments permitted by this clause (viii), not to exceed the sum of (A) the Available Amount that is Not Otherwise Applied as in effect immediately prior to the time of making of such Restricted Payment; provided that amounts pursuant to clause (b) of the definition of “Available Amount” may only be used to fund a Restricted Payment pursuant to this clause (viii)(A) to the extent that no Event of Default shall have occurred and be continuing or would result from such Restricted Payment, plus (B) the Available Equity Amount that is Not Otherwise Applied as in effect immediately prior to the time of making of such Restricted Payment; (b) redemptions in whole or in part of any of its Equity Interests for another class of its Equity Interests or with proceeds from substantially concurrent equity contributions or issuances of new Equity Interests; provided that such new ; (c) payments made or expected to be made in respect of withholding or similar Taxes payable by any future, present or former employee, director, manager or consultant and any repurchases of Equity Interests contain terms in consideration of such payments including deemed repurchases in connection with the exercise of stock options and provisions at least as advantageous to the Lenders vesting of restricted stock and restricted stock units; (d) the Borrower may (a) pay cash in all respects material to their interests as those contained in the lieu of fractional Equity Interests redeemed thereby. in connection with any dividend, split or combination thereof or any Permitted Acquisition (or other similar Investment) and (b) Neither Holdings nor honor any conversion request by a holder of convertible Indebtedness and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Indebtedness in accordance with its terms; (e) payments made or expected to be made by the Parent Borrower will, nor will they permit or any other Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal withholding or similar taxes payable upon exercise of Equity Interests by any future, present or interest on former employee, director, officer, manager or consultant (or their respective controlled Affiliates or permitted transferees) and any Junior Financingrepurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants or required withholding or similar taxes; (f) the distribution, by dividend or otherwise, of shares of Equity Interests of, or Indebtedness owed to the Borrower or a Restricted Subsidiary by, Unrestricted Subsidiaries (other than Unrestricted Subsidiaries, the primary assets of which are Permitted Investments); (g) the declaration and payment of Restricted Payments on the Borrower’s common stock, following consummation of any payment or other distribution (whether in cashpublic offering, securities or other property), including any sinking fund or similar deposit, on account of up to 6.0% per annum of the purchasenet cash proceeds of such public offering received by or contributed to the Borrower, redemption, retirement, acquisition, cancellation or termination other than public offerings registered on Form S-8; (h) the declaration and payment of any Junior Financing, or any other payment (including any payment under any Swap Agreement) that has a substantially similar effect to any regular cash dividends on common stock of the foregoing, except:Borrower in an aggregate amount not to exceed the greater of (x) $75,000,000 and (y) 2.0% of Market Capitalization per fiscal year; (i) payment any distributions or payments of regularly scheduled interest and principal payments as, in the form of payment and when due in respect of any Indebtedness, other than payments in respect of any Junior Financing prohibited by the subordination provisions thereofSecuritization Fees; and (iij) additional Restricted Payments in an amount not to exceed the conversion greater of any Junior Financing $134,000,000 and 40.0% of Consolidated EBITDA for the most recently ended Test Period after giving Pro Forma Effect to Equity Interests (other than Disqualified Equity Interests) the making of Holdings or any of its direct or indirect parent companies or any Intermediate Parentsuch Restricted Payment.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Parent Borrower No Loan Party will, nor will they it permit any of its Restricted Subsidiary or Intermediate Parent to pay Subsidiaries to, declare or make, directly or indirectly, any Restricted Payment, exceptexcept that: (i) each any Loan Party or any Restricted Subsidiary of a Loan Party may make declare and pay Restricted Payments to a Loan Party or a Restricted Subsidiary that is the Parent Borrower or direct parent of such Restricted Subsidiary and a pro rata Restricted Payment to any other third party in respect of non-wholly owned Restricted SubsidiarySubsidiaries; (ii) Restricted Payments made to BCF Holdings or Parent (or any other direct or indirect parent of the Borrower) (w) to pay general corporate and overhead expenses incurred by BCF Holdings, any Intermediate ParentParent or Burlington Stores, the Parent Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely Inc. in the Equity Interests ordinary course of such Person; provided that in business, or the case amount of any such Restricted Payment indemnification claims made by a Restricted Subsidiary that is not a wholly-owned Subsidiary any director or officer of BCF Holdings, Parent or Burlington Stores, Inc., (x) to pay franchise taxes and other fees, taxes and expenses required to maintain the corporate existence of BCF Holdings, Parent or Burlington Stores, Inc. (or any other direct or indirect Parent of the Borrower), (y) to pay taxes that are due and payable by BCF Holdings as the parent of a consolidated group that includes Parent Borrower, such and its Restricted Payment is made Subsidiaries or (z) to the make other payments that BCF Holdings and Parent Borrower, any Restricted Subsidiary are not otherwise prohibited from making pursuant to this Agreement (including to pay fees and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity Interestsexpenses in connection with unsuccessful equity (or debt offering) permitted by this Agreement); (iii) the Loan Parties and their Restricted Subsidiaries may make Restricted Payments made on prior to or substantially concurrently with the Effective Date initial public offering of Burlington Stores, Inc. for the purpose of paying amounts owing under the advisory agreement with the Sponsor, to consummate the Transactionsextent permitted under Section 6.07; (iv) the Loan Parties and their Restricted Subsidiaries may make Restricted Payments consisting of Permitted Dispositions of the type described, and subject to the limitations contained, in the definition thereof; (v) the Loan Parties and their Restricted Subsidiaries may make Restricted Payments constituting repurchases of Equity Interests Capital Stock in Holdings BCF Holdings, Burlington Stores, Inc. or any Restricted Subsidiary (or Restricted Payments by distributions to BCF Holdings to allow repurchases of Equity Interest in or Burlington Stores, Inc. or any direct or indirect parent Parent of Holdings), the Parent Borrower or any Restricted Subsidiary deemed to occur upon for such purpose) in connection with the exercise of stock options or warrants if such Equity Interests represent Capital Stock represents a portion of the exercise price of such options option or warrants; (v) [Intentionally Omitted]; (vi) any Intermediate Parent, the Parent Borrower and the Restricted Subsidiaries may make Restricted Payments in cash to SMART Global Holdings, Inc., Holdings and any Intermediate Parent and, where applicable, Holdings and such Intermediate Parent may make Restricted Payments in cash in an aggregate amount not to exceed $1,000,000 after the Restatement Effective Date and prior to the first anniversary of the Restatement Effective Date and $200,000 for each year thereafter; (A) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay its Tax liability to the relevant jurisdiction in respect of consolidated, combined, unitary or affiliated returns attributable to the income of the Parent Borrower and its Subsidiaries; provided that Restricted Payments made pursuant to this clause (a)(vi)(Aiv) shall not exceed $10,000,000 in any Fiscal Year of BCF Holdings (with unused amounts from any Fiscal Year available for carry-forward to future Fiscal Years subject to a maximum amount of $20,000,000 in any Fiscal Year); (vi) [reserved]; (vii) so long as (x) no Event of Default has occurred and is continuing or would result therefrom and (y) the Tax liability that Consolidated Leverage Ratio as of the Parent Borrower and/or last day of the most recently ended Fiscal Quarter for which financial statements have been or are then required to have been delivered hereunder would be less than or equal to 3.5 to 1.0, any Loan Party or any Restricted Subsidiary may make any Restricted Payment; (viii) so long as (x) no Event of Default has occurred and is continuing or would result therefrom and (y) on a Pro Forma Basis the Consolidated Interest Coverage Ratio is at least 2.00 to 1.00 for the most recently ended period of four Fiscal Quarters for which financial statements have been or were required to be delivered hereunder, any Loan Party and any of its Restricted Subsidiaries (as applicable) would have incurred were such Taxes determined as if such entity(ies) were a stand-alone taxpayer or a stand-alone group; and provided, further, that may make any Restricted Payments under from the portion of the Available Amount such Loan Party or such Restricted Subsidiary elects to apply pursuant to this clause (viii); (ix) the Borrower and the Restricted Subsidiaries may declare and make Restricted Payments with respect to its Capital Stock payable solely in shares of Capital Stock of the Borrower that is not Disqualified Capital Stock; (x) the Borrower may make payments (or may make Restricted Payments to any parent, the proceeds of which will be used to make payments) at such times and in such amounts as are necessary to make payments of or on account of (1) monitoring or management or similar fees or transaction fees and (2) reimbursement of out-of-pocket costs, expenses and indemnities, in each case to the Sponsor or any of its Affiliates, in each case to the extent permitted by Section 6.07(o) (assuming the Borrower was party thereto); (xi) the Restricted Subsidiaries may make a Restricted Payment as consideration for the acquisition of additional Capital Stock in any Restricted Subsidiary from minority shareholders that are not Affiliates; (xii) Restricted Payments made (A) in respect of working capital adjustments or purchase price adjustments pursuant to any Taxes attributable Permitted Acquisition or other permitted Investments and (B) to satisfy indemnity and other similar obligations under Permitted Acquisitions or other Permitted Investments; (xiii) Restricted Payments necessary to consummate Investments permitted pursuant to Section 6.04; (xiv) the income of Borrower or any Unrestricted Subsidiaries of the Parent Borrower Restricted Subsidiary may be made only make additional Restricted Payments to the extent that such Unrestricted Subsidiaries Restricted Payments are made with Net Proceeds received by the Borrower (or any parent entity) after August 13, 2014 from the issuance or sale of Capital Stock of the Borrower that is not Disqualified Capital Stock (or any parent entity) or proceeds of an equity contribution initially made to Parent, in each case to the extent such proceeds have made cash payments for such purpose been contributed to Parent the common equity of the Borrower and have not been applied pursuant to (gg) of the definition of “Permitted Investment,” clause (aa) of the definition of “Permitted Indebtedness” or its Restricted Subsidiariesutilized to also increase the Available Amount; (Bxv) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to Borrower and the Restricted Subsidiaries may make Restricted Payments to allow BCF Holdings (or any parent entity) to pay cash in lieu of fractional Capital Stock in connection with (a) any dividend, split or combination thereof or any Acquisition, Investment or other transaction otherwise permitted hereunder and (b) any conversion request by a holder of convertible Indebtedness (to the extent such conversion request is paid solely in shares of Capital Stock of BCF Holdings (or any parent entity) that is not Disqualified Capital Stock); (xvi) the Borrower and the Restricted Subsidiaries may make Restricted Payments to its direct or indirect parent to declare and pay regular quarterly dividends on its common stock (or similar Capital Stock of its direct or indirect parent) in an amount not to exceed 6% per year of the aggregate net cash proceeds of the initial public offering of such parent that were actually received by or contributed to the Capital Stock of the Borrower in or from such initial public offering; (xvii) the Borrower and the Restricted Subsidiaries may make Restricted Payments consisting of Capital Stock in any Unrestricted Subsidiary, whether pursuant to a distribution, dividend or any other transaction not prohibited hereunder; (xviii) the making of any Restricted Payment within 60 days after the date of declaration thereof, if at the date of such declaration such Restricted Payment would have complied with another provision of this Section 6.06(a); provided that the making of such Restricted Payment will reduce capacity for Restricted Payments pursuant to such other provision when so made; (xix) the Loan Parties and their Restricted Subsidiaries may make other Restricted Payments in an aggregate amount, when taken together with all other Restricted Payments made pursuant to this clause (xix) not to exceed the greater of $50,000,000235,000,000 and 2.03.0% of Consolidated Total Assets; (xx) distributions or payments of Securitization Fees, sales contributions and other transfers of Securitization Assets or Receivables Assets and purchases of Securitization Assets or Receivables Assets pursuant to a Securitization Repurchase Obligations, in each case in connection with a Qualified Securitization Financing or a Receivables Facility; and (xxi) Restricted Payments to the Specified Captive Insurance Company (or to the direct or indirect parent of Holdings to pay) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrativeany Loan Party, legal, accounting and similar expenses payable to third parties) that are reasonable and customary and incurred in the ordinary course of business; (C) the proceeds of which shall be used by Holdings are promptly contributed or any Intermediate Parent distributed, directly or indirectly, to pay the Specified Captive Insurance Company), in an aggregate amount not to exceed (or to make Restricted Payments to allow any direct or indirect parent A) in the twelve month period commencing on the date that the Specified Captive Insurance Company is formed, the greater of Holdings to pay(x) franchise Taxes $100,000,000 and other fees, Taxes(y) 4.0% of Consolidated Total Assets, and expenses(B) in each twelve month period thereafter, required to maintain its corporate existence; the greater of (Dx) the proceeds $35,000,000 and (y) 1.5% of which shall be used by Holdings to make Restricted Payments permitted by Section 6.08(a)(iv); (E) [Intentionally Omitted]; and (F) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent thereof to pay) fees and expenses related to any equity or debt offering permitted by this Agreement; and (vii) redemptions in whole or in part of any of its Equity Interests for another class of its Equity Interests or with proceeds from substantially concurrent equity contributions or issuances of new Equity Interests; provided that such new Equity Interests contain terms and provisions at least as advantageous to the Lenders in all respects material to their interests as those contained in the Equity Interests redeemed therebyConsolidated Total Assets. (b) Neither Holdings nor the Parent Borrower No Loan Party will, nor will they it permit any other of its Restricted Subsidiary Subsidiaries to, make or agree to pay or make, directly or indirectly, any voluntary payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Junior FinancingSpecified Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Junior Financing, or any other payment (including any payment under any Swap Agreement) that has a substantially similar effect to any of the foregoingSpecified Indebtedness, except: (i) payment payments or distributions in Capital Stock (so long as no Change in Control would result therefrom) and payments of interest in-kind of the Loan Parties and their Restricted Subsidiaries; (ii) payments of regularly scheduled interest and principal payments as, in the form of payment and when due in respect of any Specified Indebtedness (subject to applicable subordination provisions relating thereto); (iii) prepayments in whole or in part of Indebtedness permitted to be incurred pursuant to clause (cc) of the definition of Permitted Indebtedness; (iv) prepayment in whole or in part of Specified Indebtedness from any refinancing of such Specified Indebtedness with the proceeds of (x) any equity securities issued or capital contributions received by any Loan Party (or direct or indirect parent of such Person) or any Restricted Subsidiary for the purpose of making such payment or prepayment and/or (y) other Indebtedness not prohibited hereunder; (v) so long as (x) no Event of Default has occurred and is continuing or would result therefrom and (y) on a Pro Forma Basis the Consolidated Interest Coverage Ratio is at least 2.00 to 1.00 for the most recently ended period of four Fiscal Quarters for which financial statements have been or were required to be delivered hereunder, other than any Loan Party and any of its Restricted Subsidiaries may make payments in respect of Specified Indebtedness from the portion of the Available Amount such Loan Party or such Restricted Subsidiary elects to apply pursuant to this clause (v); (vi) refinancings, replacements and renewals of Specified Indebtedness to the extent permitted under this Agreement; (vii) AHYDO catch-up payments relating to Permitted Indebtedness of the Borrower and its Restricted Subsidiaries; (viii) any Junior Financing prohibited by such payments or other distributions in an amount not to exceed the subordination provisions thereofgreater of $50,000,000235,000,000 and 2.03.0% of Consolidated Total Assets; and (iiix) so long as (x) no Event of Default has occurred and is continuing or would result therefrom and (y) on a Pro Forma Basis, the conversion Consolidated Leverage Ratio as of the last day of the most recently ended Fiscal Quarter for which financial statements have been or are then required to have been delivered hereunder would be less than or equal to 3.5 to 1.0, any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings Loan Party or any of its direct or indirect parent companies or Restricted Subsidiary may make any Intermediate Parentpayment on Specified Indebtedness.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the The Parent Borrower willwill not, nor will they it permit any Restricted Subsidiary to, declare or Intermediate Parent make, or agree to pay or make, directly or indirectly, any Restricted Payment, except: or incur any obligation (contingent or otherwise) to do so, except (i) each Restricted Subsidiary the Parent Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional Equity Interests of the same class (or any other Equity Interests of the Parent Borrower otherwise permitted to be issued hereunder) or 116 options, warrants or other rights to purchase such Equity Interests; (ii) the Parent Borrower may declare and pay a dividend or make Restricted Payments a distribution to the owners of its Equity Interests of all the Equity Interests in, or all or substantially all the assets of, any Subsidiary, provided that (A) immediately -------- prior to the payment of such dividend or distribution the Parent Borrower or its Subsidiaries are permitted to sell, transfer or otherwise dispose of such Equity Interests or assets pursuant to Section 6.05, (B) such Equity Interests or assets are sold by such Permitted Holders immediately after the payment of such dividend or the making of such distribution, (C) all Net Proceeds from such sale are contributed by such Permitted Holders to the Parent Borrower or any other Restricted Subsidiary; as common equity immediately after the receipt thereof and (iiD) Holdingsto the extent the sale, any Intermediate Parent, the Parent Borrower and each Restricted Subsidiary may declare and make dividend payments transfer or other distributions payable solely in the disposition of such Equity Interests or assets would have constituted a Prepayment Event if sold, transferred or otherwise disposed of such Person; provided that in the case of any such Restricted Payment by a Restricted Subsidiary that is not a wholly-owned Subsidiary of the Parent Borrower, such Restricted Payment is made to the Parent Borrower, any Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity Interests; (iii) Restricted Payments made on the Effective Date to consummate the Transactions; (iv) repurchases of Equity Interests in Holdings (or Restricted Payments by Holdings to allow repurchases of Equity Interest in any direct or indirect parent of Holdings), the Parent Borrower or any Restricted Subsidiary deemed a Subsidiary, such Net Proceeds shall be applied pursuant to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants; Section 2.11(c); (viii) [Intentionally Omitted]; (vi) any Intermediate Parent, the Parent Borrower and the Restricted Subsidiaries may make Restricted Payments in cash declare and pay dividends ratably with respect to SMART Global Holdings, Inc., Holdings and any Intermediate Parent and, where applicable, Holdings and such Intermediate Parent may make Restricted Payments in cash in an aggregate amount not to exceed $1,000,000 after the Restatement Effective Date and prior to the first anniversary of the Restatement Effective Date and $200,000 for each year thereafter; their Equity Interests; (Aiv) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay its Tax liability to the relevant jurisdiction in respect of consolidated, combined, unitary or affiliated returns attributable to the income of the Parent Borrower and its Subsidiaries; provided that Restricted Payments made pursuant to this clause (a)(vi)(A) shall not exceed the Tax liability that the Parent Borrower and/or its Subsidiaries (as applicable) would have incurred were such Taxes determined as if such entity(ies) were a stand-alone taxpayer or a stand-alone group; and provided, further, that Restricted Payments under this clause (A) in respect of any Taxes attributable to the income of any Unrestricted Subsidiaries of the Parent Borrower may pay Tax Distributions so long as the Parent Borrower is treated as a pass-through entity for United States Federal income tax purposes; and (v) the Parent Borrower may make any payments then required to be made only paid pursuant to the extent that such Unrestricted Subsidiaries have made cash payments for such purpose to Parent Borrower or its Restricted Subsidiaries; (B) CHD Agreements and the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrativeXxxxx Agreements, legal, accounting and similar expenses payable to third parties) that are reasonable and customary and incurred in the ordinary course of business; (C) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) franchise Taxes and other fees, Taxes, and expenses, required to maintain its corporate existence; (D) the proceeds of which shall be used by Holdings to make Restricted Payments permitted unless otherwise prohibited by Section 6.08(a)(iv); (E) [Intentionally Omitted]; and (F) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent thereof to pay) fees and expenses related to any equity or debt offering permitted by this Agreement; and (vii) redemptions in whole or in part of any of its Equity Interests for another class of its Equity Interests or with proceeds from substantially concurrent equity contributions or issuances of new Equity Interests; provided that such new Equity Interests contain terms and provisions at least as advantageous to the Lenders in all respects material to their interests as those contained in the Equity Interests redeemed thereby6.15. (b) Neither Holdings nor the The Parent Borrower willwill not, nor will they it permit any other Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Junior FinancingIndebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation cancelation or termination of any Junior Financing, or any other payment (including any payment under any Swap Agreement) that has a substantially similar effect to any of the foregoingIndebtedness, except: (i) payment or prepayment of Indebtedness created under the Loan Documents; (ii) payment of regularly scheduled interest and principal payments as, in the form of payment as and when due in respect of any Indebtedness, other than payments in respect of any Junior Financing the Subordinated Debt prohibited by the subordination provisions thereof; provided that any payment of principal in respect of the -------- Subordinated Debt shall not be permitted; 117 (iii) refinancings of Indebtedness to the extent permitted by Section 6.01; (iv) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; (v) Indebtedness of Foreign Subsidiaries resulting from the Acquisition may be repaid on the Effective Date as contemplated by Section 5.11; and (iivi) the conversion Indebtedness of any Junior Financing Foreign Subsidiaries incurred for working capital purposes may be prepaid from time to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parent companies or any Intermediate Parenttime.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor and the Parent Borrower willwill not, nor and will they not permit any Restricted Subsidiary to, declare or Intermediate Parent make, or agree to pay or make, directly or indirectly, any Restricted Payment, except: (i) each Restricted Subsidiary may make Restricted Payments to Holdings or to any Restricted Subsidiaries (and, in the Parent Borrower case of a Restricted Payment by a non-wholly owned Restricted Subsidiary, to Holdings or any of its Restricted Subsidiaries and to each other owner of Equity Interests of such Restricted SubsidiarySubsidiary based on their relative ownership interests of the relevant class of Equity Interests); (ii) Holdings, any Intermediate Parent, the Parent Borrower Holdings and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the Equity Interests of such Person; provided that in the case of any such Restricted Payment by a Restricted Subsidiary that is not a wholly-owned Wholly Owned Subsidiary of the Parent BorrowerHoldings, such Restricted Payment is made to the Parent BorrowerHoldings, any Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity Interests; (iii) Restricted Payments made on the Effective Date to consummate the Transactions[Reserved]; (iv) repurchases of Equity Interests in Holdings (or Restricted Payments by Holdings to allow repurchases of Equity Interest in any direct or indirect parent of Holdings), the Parent Borrower or any Restricted Subsidiary deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price or withholding taxes payable in connection with the exercise of such options or warrants; (v) [Intentionally Omitted]; Restricted Payments by Holdings to redeem, acquire, retire, repurchase or settle its Equity Interests (vior any options or warrants or stock appreciation rights issued with respect to any of such Equity Interests) any Intermediate Parentor to service Indebtedness incurred by Holdings to finance the redemption, the Parent Borrower acquisition, retirement, repurchase or settlement of such Equity Interests held by current or former officers, managers, consultants, directors and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) of Holdings and the Restricted Subsidiaries may make Restricted Payments Subsidiaries, upon the death, disability, retirement or termination of employment of any such Person or otherwise in cash to SMART Global Holdingsaccordance with any stock option or stock appreciation rights plan, Inc.any management, Holdings and director and/or employee stock ownership or incentive plan, stock subscription plan, employment termination agreement or any Intermediate Parent and, where applicable, Holdings and such Intermediate Parent may make Restricted Payments in cash other employment agreements or equity holders’ agreement in an aggregate amount after the Effective Date not to exceed $1,000,000 after the Restatement Effective Date and prior 2,500,000 in any calendar year with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum of $5,000,000 in any calendar year (without giving effect to the first anniversary of the Restatement Effective Date and $200,000 for each year thereafter; (A) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay its Tax liability to the relevant jurisdiction in respect of consolidated, combined, unitary or affiliated returns attributable to the income of the Parent Borrower and its Subsidiariesfollowing proviso); provided that Restricted Payments made pursuant such amount in any calendar year may be increased by an amount not to this clause (a)(vi)(A) shall not exceed the Tax liability that the Parent Borrower and/or its Subsidiaries (as applicable) would have incurred were such Taxes determined as if such entity(ies) were a stand-alone taxpayer or a stand-alone group; and provided, further, that Restricted Payments under this clause (A) in respect cash proceeds of any Taxes attributable to the income of any Unrestricted Subsidiaries of the Parent Borrower may be made only to the extent that such Unrestricted Subsidiaries have made cash payments for such purpose to Parent Borrower key man life insurance policies received by Holdings or its Restricted Subsidiaries; (vi) [Reserved]; (vii) [Reserved]; (viii) in addition to the foregoing Restricted Payments and so long as (A) no Event of Default shall have occurred and be continuing or would result therefrom and (B) solely with respect to Restricted Payments made with the proceeds of which Cumulative Excess Cash Flow under clause (x) below, (i) the Borrower shall be used by in Pro Forma Compliance with the Financial Performance Covenant as of the end of the most recent Test Period and (ii) the Senior Secured Net Leverage Ratio shall be equal to or less than 2.50 to 1.00 on a Pro Forma Basis as of the end of the most recent Test Period, then Holdings or any Intermediate Parent to pay (or to may make additional Restricted Payments to allow any direct or indirect parent in an aggregate amount, together with the aggregate amount of Holdings to pay) its operating expenses incurred in the ordinary course of business prepayments, redemptions, purchases, defeasances and other corporate overhead costs and expenses payments in respect of Subordinated Indebtedness made pursuant to Section 6.07(b)(iv), not to exceed (including administrative, legal, accounting and similar expenses payable to third parties) that are reasonable and customary and incurred in the ordinary course of business; (Cx) the proceeds amount of which shall be used by Holdings or any Intermediate Parent to pay Cumulative Excess Cash Flow that is Not Otherwise Applied plus (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) franchise Taxes and other fees, Taxes, and expenses, required to maintain its corporate existence; (Dy) the proceeds aggregate amount of which shall be used by Holdings the Net Proceeds of any issuance of, or contribution in respect of existing, Qualified Equity Interests, in each case after the Effective Date (other than any such issuance or contribution made pursuant to make Restricted Payments permitted by Section 6.08(a)(iv7.02); (E) [Intentionally Omitted], that is Not Otherwise Applied; and (F) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent thereof to pay) fees and expenses related to any equity or debt offering permitted by this Agreement; and (viiix) redemptions in whole or in part of any of its Equity Interests for another class of its Equity Interests or with proceeds from substantially concurrent equity contributions or issuances of new Equity Interests; provided that such new Equity Interests contain terms and provisions at least as advantageous to the Lenders in all respects material to their interests as those contained in the Equity Interests redeemed thereby. (b) Neither Holdings nor and the Parent Borrower willwill not, nor and will they not permit any other Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Junior FinancingSubordinated Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Junior FinancingSubordinated Indebtedness, or any other payment (including any payment under any Swap Agreement) that has a substantially similar effect to any of the foregoing, except: (i) payment of regularly scheduled interest and principal payments as, in the form of payment and when due in respect of any Indebtedness, other than payments in respect of any Junior Financing Subordinated Indebtedness prohibited by the subordination provisions thereof; and; (ii) refinancings of Indebtedness to the extent permitted by Section 6.01; (iii) the conversion of any Junior Financing Subordinated Indebtedness to Equity Interests (other than Disqualified Equity Interests) of Holdings Holdings; and (iv) so long as (A) no Event of Default shall have occurred and be continuing or would result therefrom and (B) solely with respect to Restricted Payments made with the proceeds of Cumulative Excess Cash Flow under clause (x) below, (i) the Borrower shall be in Pro Forma Compliance with the Financial Performance Covenant as of the end of the most recent Test Period and (ii) the Senior Secured Net Leverage Ratio shall be equal to or less than 2.50 to 1.00 on a Pro Forma Basis as of the end of the most recent Test Period, prepayments, redemptions, purchases, defeasances and other payments in respect of Subordinated Indebtedness prior to their scheduled maturity in an aggregate amount, together with the aggregate amount of Restricted Payments made pursuant to Section 6.07(a)(viii) not to exceed the sum of (x) the amount of Cumulative Excess Cash Flow that is Not Otherwise Applied plus (y) the aggregate amount of the Net Proceeds of any issuance of, or contribution in respect of its direct existing, Qualified Equity Interests, in each case after the Effective Date (other than any such issuance or indirect parent companies or any Intermediate Parentcontribution made pursuant to Section 7.02), that is Not Otherwise Applied.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Parent Borrower willwill not, nor and will they not permit any Restricted Subsidiary to, declare or Intermediate Parent make, or agree to pay or make, directly or indirectly, any Restricted Payment, except: : (i) each Restricted Subsidiary may make Restricted Payments to the Parent Borrower Holdings or any other Restricted Subsidiary; (ii) Holdings, any Intermediate Parent, the Parent Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the Equity Interests of such Person; provided that in the case of any such Restricted Payment by a Restricted Subsidiary that is not a wholly-owned Subsidiary of the Parent BorrowerWholly Owned Subsidiary, such Restricted Payment is made to the Parent BorrowerHoldings, any Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity Interests; ; (ii) Holdings and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the Equity Interests of such Person; (iii) Restricted Payments made on the Effective Date to consummate in connection with the Transactions; ; (iv) repurchases of Equity Interests in Holdings (or Restricted Payments by Holdings to allow repurchases of Equity Interest in any direct or indirect parent of Holdings), the Parent Borrower or any Restricted Subsidiary deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price or withholding Taxes payable in connection with the exercise of such options or warrants; warrants or other incentive interests; (v) [Intentionally Omitted]; (vi) any Intermediate Parent, the Parent Borrower and the Restricted Subsidiaries may make Restricted Payments in cash to SMART Global Holdings, Inc.which Holdings may use to redeem, Holdings and acquire, retire, repurchase or settle its Equity Interests (or any Intermediate Parent andoptions, where applicablewarrants, Holdings and restricted stock or stock appreciation rights or similar securities issued with respect to any such Intermediate Parent may make Restricted Payments in cash in an aggregate amount not Equity Interests) or Indebtedness or to exceed $1,000,000 after the Restatement Effective Date and prior to the first anniversary of the Restatement Effective Date and $200,000 for each year thereafter; (A) the proceeds of which shall be used service Indebtedness incurred by Holdings or any Intermediate Parent direct or indirect parent companies of Holdings to pay its Tax liability to finance the relevant jurisdiction in respect redemption, acquisition, retirement, repurchase or settlement of consolidated, combined, unitary such Equity Interest or affiliated returns attributable to the income of the Parent Borrower and its Subsidiaries; provided that Restricted Payments made pursuant to this clause (a)(vi)(A) shall not exceed the Tax liability that the Parent Borrower and/or its Subsidiaries (as applicable) would have incurred were such Taxes determined as if such entity(ies) were a stand-alone taxpayer or a stand-alone group; and provided, further, that Restricted Payments under this clause (A) in respect of any Taxes attributable to the income of any Unrestricted Subsidiaries of the Parent Borrower may be made only to the extent that such Unrestricted Subsidiaries have made cash payments for such purpose to Parent Borrower or its Restricted Subsidiaries; (B) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay Indebtedness (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses payable to third parties) that are reasonable and customary and incurred in the ordinary course of business; (C) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) franchise Taxes and other fees, Taxes, and expenses, required to maintain its corporate existence; (D) the proceeds of which shall be used by Holdings to make Restricted Payments permitted by Section 6.08(a)(iv); (E) [Intentionally Omitted]; and (F) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent thereof to pay) fees and expenses related to any equity or debt offering permitted by this Agreement; and (vii) redemptions in whole or in part of any of its Equity Interests for another class of its Equity Interests or with proceeds from substantially concurrent equity contributions or issuances of new Equity Interests; provided that such new Equity Interests contain terms and provisions at least as advantageous to the Lenders in all respects material to their interests as those contained in the Equity Interests redeemed thereby. (b) Neither Holdings nor the Parent Borrower will, nor will they permit any other Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Junior Financing, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Junior Financing, or any other payment (including any payment under any Swap Agreement) that has a substantially similar effect to any of the foregoing, except: (i) payment of regularly scheduled interest and principal payments as, in the form of payment and when due in respect of any Indebtedness, other than payments in respect of any Junior Financing prohibited by the subordination provisions thereof; and (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its Holdings’ direct or indirect parent companies to so redeem, retire, acquire or any Intermediate Parent.repurchase their Equity Interests or their Indebtedness or to service Indebtedness incurred by Holdings to finance the redemption, acquisition, retirement, repurchase or settlement of such Equity Interests or Indebtedness or to service Indebtedness incurred to finance the redemption, retirement, acquisition or repurchase of such Equity Interests or Indebtedness), held directly or indirectly by current or former officers, managers, consultants, members of the Board of Directors, employees or independent

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Parent Borrower will, nor will they Holdings permit any Restricted Subsidiary to, declare or Intermediate Parent make, or agree to pay or make, directly or indirectly, any Restricted Payment, except (i) Holdings may declare and pay dividends with respect to its common stock payable solely in additional shares of its common stock and may exchange shares of one class of its common stock for shares of another class (other than Disqualified Stock), (ii) Restricted Subsidiaries may declare and pay dividends and distributions (including by way of capital reduction) ratably with respect to their capital stock, (iii) Holdings may make Restricted Payments in cash, not exceeding $1,000,000 during any fiscal year, pursuant to and in accordance with stock option plans or other benefit plans for directors, management or employees of Holdings and the Restricted Subsidiaries, including the redemption or purchase of Equity Interests of Holdings held by former directors, management or employees of Holdings or any Restricted Subsidiary following termination of their employment, (iv) Holdings may repurchase its Equity Interests from its employees, directors and management for consideration consisting of the cancelation or forgiveness of Indebtedness (or the proceeds of the repayment of such Indebtedness) of such employee, director or management owing to any Loan Party that was incurred as consideration for the purchase of Equity Interests of Holdings and is outstanding as of the Effective Date and (v) if any Disqualified Stock in Holdings is issued to AT&T in order to comply with the Supplemental Agreement, Holdings may repurchase or redeem such Disqualified Stock with the proceeds of any Brazilian Debenture Refinancing Indebtedness subject to compliance with the Supplemental Agreement. (b) Except as permitted by Section 6.06(c), neither Holdings nor the Borrower will, nor will Holdings permit any Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any voluntary prepayment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any other voluntary payment or distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the repurchase, redemption, retirement, acquisition, cancelation or termination of any Indebtedness, except: (i) each prepayments of Indebtedness created under the Loan Documents in accordance with the terms of Section 2.03 (including prepayments of Local Financing Loans made in order to effect such prepayments); (ii) prepayments of Other Senior Secured Indebtedness (including prepayments of Local Financing Loans made in order to effect such prepayments); provided that the Loans are simultaneously prepaid in accordance with Section 2.03 on a pro rata basis; (iii) prepayments of Indebtedness of Holdings to the Borrower or any Restricted Subsidiary may make and prepayments of Indebtedness of the Borrower or any Restricted Payments Subsidiary to Holdings, the Parent Borrower or any other Restricted Subsidiary; (ii) Holdings, any Intermediate Parent, the Parent Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the Equity Interests of such Person; provided that in the case of any such Restricted Payment by a Restricted Subsidiary that is not a wholly-owned Subsidiary of the Parent Borrower, such Restricted Payment is made to the Parent Borrower, any Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity Interests; (iii) Restricted Payments made on the Effective Date to consummate the Transactions; (iv) repurchases prepayments of Equity Interests in Holdings (or Restricted Payments Indebtedness constituting a refinancing thereof permitted by Holdings to allow repurchases of Equity Interest in any direct or indirect parent of Holdings), the Parent Borrower or any Restricted Subsidiary deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;Section 6.01; and (v) [Intentionally Omitted]; (vi) any Intermediate Parent, the Parent Borrower and the Restricted Subsidiaries may make Restricted Payments in cash to SMART Global Holdings, Inc., Holdings and any Intermediate Parent and, where applicable, Holdings and such Intermediate Parent may make Restricted Payments in cash in an aggregate amount not to exceed $1,000,000 after the Restatement Effective Date and prior to the first anniversary prepayments of the Restatement Effective Date and $200,000 for each year thereafter; (A) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay its Tax liability to the relevant jurisdiction in respect of consolidated, combined, unitary or affiliated returns attributable to the income of the Parent Borrower and its Subsidiaries; provided that Restricted Payments made pursuant to this clause (a)(vi)(A) shall not exceed the Tax liability that the Parent Borrower and/or its Subsidiaries (as applicable) would have incurred were such Taxes determined as if such entity(ies) were a stand-alone taxpayer or a stand-alone group; and provided, further, that Restricted Payments under this clause (A) in respect of any Taxes attributable to the income of any Unrestricted Subsidiaries of the Parent Borrower may be made only to the extent that such Unrestricted Subsidiaries have made cash payments for such purpose to Parent Borrower or its Restricted Subsidiaries; (B) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) its operating expenses incurred Permitted Working Capital Indebtedness in the ordinary course of business and other corporate overhead costs prepayments of Local Facilities Indebtedness. Notwithstanding the foregoing, Local Financing Loans shall not be repaid or prepaid except in connection with an equivalent repayment or prepayment of Loans and expenses (including administrative, legal, accounting and similar expenses payable to third parties) that are reasonable and customary and incurred Other Senior Secured Indebtedness in accordance with the ordinary course of business; (C) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) franchise Taxes and other fees, Taxes, and expenses, required to maintain its corporate existence; (D) the proceeds of which shall be used by Holdings to make Restricted Payments permitted by Section 6.08(a)(iv); (E) [Intentionally Omitted]; and (F) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent thereof to pay) fees and expenses related to any equity or debt offering permitted by this Agreement; and (vii) redemptions in whole or in part of any of its Equity Interests for another class of its Equity Interests or with proceeds from substantially concurrent equity contributions or issuances of new Equity Interests; provided that such new Equity Interests contain terms and provisions at least as advantageous to the Lenders in all respects material to their interests as those contained in the Equity Interests redeemed therebyLoan Documents. (bc) Neither Holdings nor the Parent Borrower will, nor will they Holdings permit any other Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on (prior to the Effective Date) any Junior FinancingExisting AT&T Financings or other Indebtedness owing to AT&T or any subsidiary thereof that is not a Loan Party or (on and after the Effective Date) any Subordinated AT&T Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation cancelation or termination of (x) prior to the Effective Date, any Junior Financing, Existing AT&T Financings or other Indebtedness owing to AT&T or any other payment subsidiary thereof that is not a Loan Party or (including y) on and after the Effective Date, any payment under any Swap Agreement) that has a substantially similar effect to any of the foregoingSubordinated AT&T Indebtedness, except: except (i) payment of regularly scheduled interest and principal payments as, in the form case of payment and when due Indebtedness in respect of any Indebtednessthe AT&T Credit Facilities or the Series B Preferred Stock, other than payments in respect if at the time thereof and after giving effect thereto no Default has occurred and is continuing, with up to 25% of the Net Proceeds of any Junior Financing prohibited Capital Market Transaction with respect to which the Capital Markets Percentage is 25%; provided that (A) prior to or simultaneously with such payment or distribution, Holdings makes all prepayments and reductions of Commitments required by Section 2.03(d) with respect to such Capital Market Transaction and (B) any such payment or distribution is made substantially simultaneously with the subordination provisions thereof; and consummation of such Capital Market Transaction, (ii) the any conversion of any Junior Financing to Subordinated AT&T Indebtedness into Equity Interests (other than Disqualified Equity Interests) of Holdings or into Disqualified Stock of Holdings that constitutes Subordinated AT&T Indebtedness and (iii) any refinancing of its direct Subordinated AT&T Indebtedness with the proceeds of other Subordinated AT&T Indebtedness; provided that any conversion into Disqualified Stock referred to in clause (ii) above and any refinancing referred to in clause (iii) above shall not be permitted if the terms of the resulting Disqualified Stock or indirect parent companies Subordinated AT&T Indebtedness would not have been permitted by Section 6.11 if such conversion or refinancing had been accomplished by amendment of the relevant Subordinated AT&T Indebtedness instead of conversion or refinancing thereof. (d) Neither Holdings nor the Borrower will, nor will Holdings permit any Intermediate ParentRestricted Subsidiary to, enter into or be party to, or make any payment under, any Synthetic Purchase Agreement.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither AT Finance Holdings nor the Parent Borrower will, nor will they permit any Restricted Subsidiary or Intermediate Parent to pay or make, directly or indirectly, any Restricted Payment, except: (i) The Borrower and each Restricted Subsidiary may make Restricted Payments to AT Finance Holdings, the Parent Borrower or any other Restricted Subsidiary; (ii) Holdings, any Intermediate Parent, the Parent Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the Equity Interests of such Person; provided that in the case of any such Restricted Payment by a Restricted Subsidiary that is not a wholly-owned Subsidiary of the Parent Borrower, such Restricted Payment is made to AT Finance Holdings, the Parent Borrower, any Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity Interests; provided further that in the case of any Restricted Payment to AT Finance Holdings the proceeds of which shall be used by AT Finance Holdings to make any payments in respect of any Permitted AT Finance Holdings Debt, such Restricted Payment shall only be permitted to be made pursuant to Section 6.08(a)(vii) or (xiii); (ii) AT Finance Holdings may declare and make dividend payments or other distributions payable solely in the Equity Interests of AT Finance Holdings; (iii) Restricted Payments made on the Effective Date to consummate the Transactions; (iv) repurchases of Equity Interests in AT Finance Holdings (or Restricted Payments by AT Finance Holdings to allow repurchases of Equity Interest in any direct or indirect parent of AT Finance Holdings), ) or the Parent Borrower or any Restricted Subsidiary deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such stock options or warrants; (iv) Restricted Payments made to consummate the Transactions; (v) [Intentionally Omitted]Restricted Payments to AT Finance Holdings which AT Finance Holdings may use to redeem, acquire, retire or repurchase its Equity Interests (or any options, warrants, restricted stock units or stock appreciation rights issued with respect to any of such Equity Interests) (or make Restricted Payments to allow any of AT Finance Holdings’ direct or indirect parent companies to so redeem, retire, acquire or repurchase their Equity Interests) held by current or former officers, managers, consultants, directors and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) of AT Finance Holdings (or any direct or indirect parent thereof), AT Finance Holdings, the Borrower and the Restricted Subsidiaries, upon the death, disability, retirement or termination of employment of any such Person or otherwise in accordance with any stock option or stock appreciation rights plan, any management, director and/or employee stock ownership or incentive plan, stock subscription plan, employment termination agreement or any other employment agreements or equity holders’ agreement; provided that the aggregate amount of Restricted Payments permitted by this clause (v) after the Effective Date, together with the aggregate amount of loans and advances to AT Finance Holdings made pursuant to Section 6.04(m) in lieu thereof, shall not exceed the sum of (A) $100,000,000 in any fiscal year of the Borrower and (B) the amount in any fiscal year equal to the cash proceeds of key man life insurance policies received by AT Finance Holdings, the Borrower or the Restricted Subsidiaries after the Effective Date; provided that any unused portion of the preceding basket calculated pursuant to clauses (A) and (B) above for any fiscal year may be carried forward to succeeding fiscal years; (vi) any Intermediate Parent, the Parent Borrower and the Restricted Subsidiaries may make Restricted Payments in cash to SMART Global Holdings, Inc., AT Finance Holdings and any Intermediate Parent and, where applicable, AT Finance Holdings and such Intermediate Parent may make Restricted Payments in cash in an aggregate amount not to exceed $1,000,000 after the Restatement Effective Date and prior to the first anniversary of the Restatement Effective Date and $200,000 for each year thereafter;cash: (A) the proceeds of which shall be used by AT Finance Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of AT Finance Holdings to pay), for any taxable period for which AT Finance Holdings and/or any of its Tax liability to the relevant jurisdiction in respect Subsidiaries are members of a consolidated, combinedcombined or unitary tax group for U.S. federal and/or applicable state, unitary local or affiliated returns foreign income Tax purposes of which a direct or indirect parent of AT Finance Holdings is the common parent (a “Tax Group”), the portion of any U.S. federal, state, local or foreign Taxes (as applicable) of such Tax Group for such taxable period that are attributable to the income of the Parent Borrower and AT Finance Holdings and/or its Subsidiaries; provided that Restricted Payments made pursuant to this clause subclause (a)(vi)(Aa)(vii)(A) shall not exceed the Tax liability that the Parent Borrower AT Finance Holdings and/or its applicable Subsidiaries (as applicable) would have incurred in respect of such Taxes were such Taxes determined as if such entity(ies) were a stand-alone taxpayer or a stand-alone group; and provided, further, that Restricted Payments under this clause subclause (A) in respect of any Taxes attributable to the income of any Unrestricted Subsidiaries of the Parent Borrower AT Finance Holdings may be made only to the extent that such Unrestricted Subsidiaries have made cash payments for such purpose to Parent Borrower AT Finance Holdings or its Restricted Subsidiaries; (B) the proceeds of which shall be used by AT Finance Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of AT Finance Holdings to pay) (1) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses payable to third parties) that are reasonable and customary and incurred in the ordinary course of business, (2) any reasonable and customary indemnification claims made by directors or officers of AT Finance Holdings (or any parent thereof) attributable to the ownership or operations of AT Finance Holdings, the Borrower and the Restricted Subsidiaries, (3) fees and expenses (x) due and payable by any of AT Finance Holdings, the Borrower and the Restricted Subsidiaries and (y) otherwise permitted to be paid by AT Finance Holdings, the Borrower and the Restricted Subsidiaries under this Agreement and (4) payments that would otherwise be permitted to be paid directly by AT Finance Holdings, the Borrower or the Restricted Subsidiaries pursuant to Section 6.09(iii) or 6.09(ix); (C) the proceeds of which shall be used by AT Finance Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of AT Finance Holdings to pay) franchise Taxes and similar Taxes, and other fees, Taxes, fees and expenses, required to maintain its corporate existence; (D) the proceeds of which shall be used by AT Finance Holdings to make Restricted Payments permitted by Section 6.08(a)(iv) or Section 6.08(a)(v); (E) [Intentionally Omitted]to finance any Investment permitted to be made pursuant to Section 6.04 other than Section 6.04(m); andprovided that (1) such Restricted Payment shall be made substantially concurrently with the closing of such Investment and (2) AT Finance Holdings shall, immediately following the closing thereof, cause (x) all property acquired (whether assets or Equity Interests but not including any loans or advances made pursuant to Section 6.04(b)) to be contributed to AT Finance Holdings, the Borrower or the Restricted Subsidiaries or (y) the Person formed or acquired to merge into or consolidate with AT Finance Holdings, the Borrower or any of the Restricted Subsidiaries to the extent such merger or consolidation is permitted in Section 6.03) in order to consummate such Investment, in each case in accordance with the requirements of Sections 5.11 and 5.12; (F) the proceeds of which shall be used by to pay customary salary, bonus and other benefits payable to officers and employees of AT Finance Holdings or any Intermediate Parent direct or indirect parent company of AT Finance Holdings to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of AT Finance Holdings, the Borrower and the Restricted Subsidiaries; and (G) the proceeds of which shall be used by AT Finance Holdings to pay (or to make Restricted Payments to allow any direct or indirect parent thereof to pay) fees and expenses related to any equity or debt offering permitted not prohibited by this Agreement; andAgreement (whether or not such offering is successful); (vii) in addition to the foregoing Restricted Payments, AT Finance Holdings may make additional Restricted Payments or payments in respect of Permitted AT Finance Holdings Debt in an aggregate amount, when taken together with the aggregate amount of prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings made pursuant to Section 6.08(b)(iv), not to exceed the sum of (A) an amount at the time of making any such Restricted Payment and together with any other Restricted Payment made utilizing this clause (A) not to exceed the greater of $300,000,000 and 20% of Consolidated EBITDA for the most recently ended Test Period after giving Pro Forma Effect to the making of such Restricted Payment plus (B) so long as no Event of Default shall have occurred and be continuing or would result therefrom, the Available Amount that is Not Otherwise Applied plus (C) the Available Equity Amount that is Not Otherwise Applied; (viii) redemptions in whole or in part of any of its Equity Interests for another class of its Equity Interests or with proceeds from substantially concurrent equity contributions or issuances of new Equity Interests; provided that such new Equity Interests contain terms and provisions at least as advantageous to the Lenders in all respects material to their interests as those contained in the Equity Interests redeemed thereby; (ix) payments made or expected to be made in respect of withholding or similar Taxes payable by any future, present or former employee, director, manager or consultant and any repurchases of Equity Interests in consideration of such payments including deemed repurchases in connection with the exercise of stock options and the vesting of restricted stock and restricted stock units; (x) AT Finance Holdings or the Borrower may (a) pay cash in lieu of fractional Equity Interests in connection with any dividend, split or combination thereof or any Permitted Acquisition (or other similar Investment) and (b) honor any conversion request by a holder of convertible Indebtedness and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Indebtedness in accordance with its terms; (xi) AT Finance Holdings may pay regularly scheduled dividends to public shareholders of any Parent Entity in an amount not to exceed $400,000,000 in any fiscal year; (xii) payments made or expected to be made by AT Finance Holdings, the Borrower or any Restricted Subsidiary in respect of withholding or similar taxes payable upon exercise of Equity Interests by any future, present or former employee, director, officer, manager or consultant (or their respective controlled Affiliates or Immediate Family Members) and any repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants or required withholding or similar taxes; (xiii) additional Restricted Payments; provided that after giving effect to such Restricted Payment (A) on a Pro Forma Basis, the Total Leverage Ratio is less than or equal to 2.75 to 1.0 and (B) there is no continuing Event of Default; (xiv) the distribution, by dividend or otherwise, of shares of Equity Interests of, or Indebtedness owed to AT Finance Holdings, the Borrower or a Restricted Subsidiary by, Unrestricted Subsidiaries (other than Unrestricted Subsidiaries, the primary assets of which are Permitted Investments); and (xv) the Borrower may make Restricted Payments in cash to AT Finance Holdings and, AT Finance Holdings may make Restricted Payments in cash directly or indirectly to Parent to pay any cash interest payment in respect of the Parent Convertible Notes in accordance with the term thereof. (b) Neither AT Finance Holdings nor the Parent Borrower will, nor will they permit any other Restricted Subsidiary to, to make or agree to pay or makepay, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Junior Financing, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Junior Financing, or any other payment (including any payment under any Swap Agreement) that has a substantially similar effect to any of the foregoing, except: (i) payment of regularly scheduled interest and principal payments as, in the form of payment and when due in respect of any Indebtedness, other than payments in respect of any Junior Financing prohibited by the subordination provisions thereof; and; (ii) refinancings of Indebtedness with proceeds of Indebtedness permitted to be incurred under Section 6.01; (iii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of AT Finance Holdings or any of its direct or indirect parent companies parents; (iv) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount, when taken together with the aggregate amount of Restricted Payments made pursuant to Section 6.08(a)(vii), not to exceed the sum of (A) an amount at the time of making any such prepayment, redemption, purchase, defeasance or other payment and together with any Intermediate Parentother prepayment, redemption, purchase, defeasance or other payment made utilizing this clause (A) not to exceed the greater of $300,000,000 and 20% of Consolidated EBITDA for the most recently ended Test Period after giving Pro Forma Effect to the making of such prepayment, redemption, purchase, defeasance or other payment plus (B) so long as no Event of Default shall have occurred and be continuing or would result therefrom, the Available Amount that is Not Otherwise Applied plus (C) the Available Equity Amount that is Not Otherwise Applied; and (v) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity; provided that after giving effect to such Restricted Payment (A) on a Pro Forma Basis, the Total Leverage Ratio is less than or equal to 2.75 to 1.0 and (B) there is no continuing Event of Default. (c) Neither AT Finance Holdings nor the Borrower will, nor will they permit any Restricted Subsidiary to, amend or modify any documentation governing any Junior Financing, in each case if the effect of such amendment or modification (when taken as a whole) is materially adverse to the Lenders. Notwithstanding anything herein to the contrary, the foregoing provisions of Section 6.08 will not prohibit the payment of any Restricted Payment or the consummation of any irrevocable redemption, purchase, defeasance or other payment within 60 days after the date of declaration thereof or the giving of such irrevocable notice, as applicable, if at the date of declaration or the giving of such notice such payment would have complied with the provisions of this Agreement.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings Holdco nor the Parent Borrower will, nor will they Holdco permit any Restricted Subsidiary to, declare or Intermediate Parent to pay or make, directly or indirectly, make any Restricted Payment, exceptexcept that: (i) each (A) the Restricted Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests and (B) any Restricted Subsidiary may make a Restricted Payments Payment to the Parent Borrower Holdco or any other Restricted Subsidiary; Subsidiary (ii) Holdingsso long as, any Intermediate Parent, the Parent Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the Equity Interests of such Person; provided that in the case of any such this clause (B), if the Restricted Subsidiary making the Restricted Payment by a Restricted Subsidiary that is not a wholly-wholly owned Subsidiary of the Parent Borrower(directly or indirectly) by Holdco, such Restricted Payment is made ratably among the holders of its Equity Interests); (ii) Holdco and the Restricted Subsidiaries may declare and pay dividends with respect to its Equity Interests payable solely in shares of Qualified Equity Interests (so long as, in the Parent Borrowercase of this clause (ii), any if the Restricted Subsidiary and to each other owner of Equity Interests of making the Restricted Payment is not wholly owned (directly or indirectly) by Holdco, such Restricted Subsidiary based on their relative ownership interests Payment is made ratably among the holders of the relevant class of its Equity Interests); (iii) Holdco and the Restricted Subsidiaries may make Restricted Payments at such times and in such amounts (A) not exceeding $15,000,000 in any fiscal year, as shall be necessary to permit any Parent Entity (or, after an IPO, the Public Company) and Holdco to discharge their respective general corporate and overhead or other expenses (including franchise taxes and directors fees and director and officer indemnification obligations) incurred in the ordinary course, and (B) to any direct or indirect shareholder of Holdco that files a consolidated or combined tax return with Holdco and its Subsidiaries (or, after an IPO, the Public Company) so that such entity (or, after an IPO, the Public Company) may discharge its consolidated tax liabilities with respect to the operations of Holdco and its Subsidiaries, provided that all Restricted Payments made to Parent Entities (or, after an IPO, the Public Company) and Holdco pursuant to this clause (iii) shall be used by the Parent Entities (or, after an IPO, the Public Company), and Holdco, as applicable, for the purposes specified herein; (iv) Holdco may (and the Restricted Subsidiaries may make Restricted Payments so that Holdco may) make Restricted Payments at such times and in such amounts as are necessary to make payments of or on account of (1) monitoring or management or similar fees or transaction fees and (2) reimbursement of out-of-pocket costs, expenses and indemnities, in each case to any Equity Investor or any of its Affiliates, in each case to the Effective extent permitted by Section 6.09; (v) [Reserved]; (vi) the Restricted Subsidiaries may make a Restricted Payment in connection with the acquisition of additional Equity Interests in any Subsidiary from minority shareholders; (vii) Holdco or any Restricted Subsidiary may make repurchases of Equity Interests deemed to occur upon the cashless exercise of stock options when such Equity Interests represents a portion of the exercise price thereof; (viii) Holdco and the Restricted Subsidiaries may make Restricted Payments to allow any Parent Entity, (or, after an IPO, the Public Company), Holdco, or any Restricted Subsidiary to purchase Holdco’s, such Parent Entity’s (or, after an IPO, the Public Company’s) preferred stock, common stock, restricted stock or common stock options from present or former consultants, directors, officers or employees of any Parent Entity (or, after an IPO, the Public Company), Holdco or any Subsidiary, or their estates, descendants, family, spouses or former spouses, upon the death, disability or termination of employment of such consultant, director, officer or employee, provided that the aggregate amount of payments under this clause (viii) subsequent to the Closing Date (net of proceeds received by any Parent Entity or Holdco (or, after an IPO, the Public Company) subsequent to the date hereof in connection with resales of any stock or common stock options so purchased (which to the extent that such cash proceeds from the issuance of any such stock are utilized to make payments pursuant to this clause in excess of the amount s otherwise permitted hereunder then such equity proceeds so utilized shall not also increase the Available Amount)) shall not exceed $25,000,000 (with unused amounts in any fiscal year being carried over to the next succeeding fiscal year subject to a maximum of $35,000,000 in any fiscal year) per fiscal year, plus the amount of any key-man life insurance policies; provided that the cancellation of Indebtedness owing to Holdco (or any Parent Entity) or any of its Subsidiaries in connection with a repurchase of any such Equity Interests and the redemption or cancellation of such Equity Interests without cash payment will not be deemed to constitute a Restricted Payment for purposes of this covenant or any other provision of this Agreement; (ix) Holdco and any Restricted Subsidiary may make Restricted Payments, the proceeds of which shall be used by Infor FinanceCo to pay fees payable to the Holdco PIK Agent in accordance with the Holdco PIK Agreement (to the extent such fees are payable to the Holdco PIK Agent for acting in the capacity of the administrative agent under the Holdco PIK Agreement); (x) the Subsidiaries may make any additional Restricted Payments necessary to consummate the Transactions; (ivxi) repurchases of Equity Interests in Holdings (or Restricted Payments by Holdings necessary to allow repurchases of Equity Interest in consummate transactions permitted pursuant to Section 6.03 and to make Investments permitted pursuant Section 6.04; (xii) Holdco and the Restricted Subsidiaries may forgive or cancel any direct or indirect parent of Holdings), the Parent Borrower Indebtedness owed to Holdco or any Restricted Subsidiary deemed to occur upon exercise issued for repurchases of stock options Holdco’s (or, after an IPO, Public Company’s) or warrants if such any Parent Entity’s Equity Interests represent a portion of the exercise price of such options or warrantsInterests; (vxiii) [Intentionally Omitted]Holdco and the Restricted Subsidiaries may make Restricted Payments so long as the proceeds thereof are promptly applied to repay Non-Extended Indebtedness at or after the scheduled maturity date thereof (as in effect on the Closing Date), provided, the aggregate amount of Restricted Payments permitted pursuant to this clause (xiii) and clause (xiv) of this Section 6.08(a)in respect of Non-Extended Indebtedness shall not exceed the aggregate principal amount of Non-Extended Indebtedness as of the Closing Date, plus the aggregate amount of paid-in-kind interest accreted on such principal amount from the Closing Date at the interest rate applicable thereto (as in effect as of the Closing Date); (vixiv) Holdco and the Restricted Subsidiaries may make Restricted Payments, at any Intermediate Parenttime and from time to time, with the proceeds of Indebtedness incurred pursuant to Sections 6.01(a)(x) and (a)(xvi), so long as (x) such proceeds are promptly applied to repay Non-Extended Indebtedness and/or Extended Indebtedness and (y) the First Lien Leverage Ratio on a Pro Forma Basis is not greater than 3.25 to 1.00 as of the Applicable Date of Determination; provided, the aggregate amount of Restricted Payments permitted pursuant to this clause (xiv) and clauses (xiii) and (xv) of this Section 6.08(a) shall not exceed the aggregate principal amount of Non-Extended Indebtedness and Extended Indebtedness as of the Closing Date, plus the aggregate amount of paid-in-kind interest accreted on such principal amount from the Closing Date at the respective interest rates applicable thereto (as in effect as of the Closing Date); (xv) Holdco and the Restricted Subsidiaries may make Restricted Payments so long as (x) the proceeds are promptly applied to repay Extended Indebtedness under the Holdco PIK Agreement at or after the scheduled maturity date thereof (as in effect on the Closing Date) and (y) the Borrower is in compliance with the covenant in Section 6.12; provided, the aggregate amount of Restricted Payments permitted pursuant to this clause (xv) and clause (xiv) of this Section 6.08(a)in respect of Extended Indebtedness shall not exceed the aggregate principal amount of Extended Indebtedness as of the Closing Date, plus the aggregate amount of paid-in-kind interest accreted on such principal amount from the Closing Date at the interest rate applicable thereto (as in effect as of the Closing Date); (xvi) distributions or payments of Securitization Fees, sales contributions and other transfers of Securitization Assets and purchases of Securitization Assets pursuant to a Securitization Repurchase Obligations, in each case in connection with a Qualified Securitization Financing; (xvii) Holdco and the Restricted Subsidiaries may make Restricted Payments (or may make Restricted Payments to any Parent Borrower Entity for such purpose) the proceeds of which shall be used to pay customary costs, fees and expenses related to any unsuccessful equity or debt offering permitted by this Agreement, so long as the proceeds of such offering were intended to be contributed to Holdco or any Restricted Subsidiary or such offering was otherwise related to the business of Holdco and the Restricted Subsidiaries; (xviii) Holdco (or, after an IPO, Public Company) and the Restricted Subsidiaries may make Restricted Payments to (a) pay cash in lieu of fractional Equity Interests in connection with any dividend, split or combination thereof or any Acquisition, Investment or other transaction otherwise permitted hereunder and (b) honor any conversion request by a holder of convertible Indebtedness (to the extent such conversion request is paid solely in shares of Qualified Equity Interests of Holdco) and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Indebtedness in accordance with its terms; (xix) after an IPO, Public Company may (and Holdco and the Restricted Subsidiaries may make Restricted Payments so that Public Company may) declare and pay regular quarterly dividends on its common stock (or similar Equity Interests of Public Company) in an amount not to exceed 6% per year of the net cash proceeds of such IPO that were actually received by or contributed to Holdco; (xx) Holdco (or, after an IPO, Public Company) and the Restricted Subsidiaries may make Restricted Payments in cash to SMART Global Holdings, Inc., Holdings and any Intermediate Parent and, where applicable, Holdings and such Intermediate Parent may make Restricted Payments in cash in an aggregate amount not to exceed $1,000,000 after the Restatement Effective Date and prior Available Amount; provided however that amounts pursuant to the first anniversary clause (b) of the Restatement Effective Date and $200,000 for each year thereafter; (A) the proceeds definition of which shall Available Amount may be used by Holdings or any Intermediate Parent to pay its Tax liability to the relevant jurisdiction in respect of consolidated, combined, unitary or affiliated returns attributable to the income of the Parent Borrower and its Subsidiaries; provided that fund Restricted Payments made Payment pursuant to this clause (a)(vi)(Axx) shall not exceed the Tax liability that the Parent Borrower and/or its Subsidiaries (as applicable) would have incurred were such Taxes determined as if such entity(ies) were a stand-alone taxpayer or a stand-alone group; and provided, further, that Restricted Payments under this clause (A) in respect of any Taxes attributable to the income of any Unrestricted Subsidiaries of the Parent Borrower may be made only to the extent that such Unrestricted Subsidiaries have made cash payments for such purpose the First Lien Leverage Ratio on a Pro Forma Basis after giving effect thereto as of the Applicable Date of Determination is less than or equal to Parent Borrower or its Restricted Subsidiaries4.25:1.00; (Bxxi) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to Holdco may make Restricted Payments consisting of Equity Interests in any Unrestricted Subsidiary, whether pursuant to allow any direct or indirect parent of Holdings to pay) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrativea distribution, legal, accounting and similar expenses payable to third parties) that are reasonable and customary and incurred in the ordinary course of business; (C) the proceeds of which shall be used by Holdings dividend or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) franchise Taxes and other fees, Taxes, and expenses, required to maintain its corporate existence; (D) the proceeds of which shall be used by Holdings to make Restricted Payments permitted by Section 6.08(a)(iv); (E) [Intentionally Omitted]transaction not prohibited hereunder; and (Fxxii) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent thereof to pay) fees and expenses related to any equity or debt offering permitted by this Agreement; and (vii) redemptions in whole or in part making of any Restricted Payment within 60 days after the date of its Equity Interests for declaration thereof, if at the date of such declaration such Restricted Payment would have complied with another class provision of its Equity Interests or with proceeds from substantially concurrent equity contributions or issuances of new Equity Intereststhis Section 6.08(a); provided that the making of such new Equity Interests contain terms and provisions at least as advantageous Restricted Payment will reduce capacity for Restricted Payments pursuant to the Lenders in all respects material to their interests as those contained in the Equity Interests redeemed therebysuch other provision when so made. (b) Neither Holdings Holdco nor the Parent Borrower will, nor will they Holdco permit any other Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other propertyA) of or in respect of principal of or interest on any Junior Financing, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund of or similar depositin respect of principal or interest, on account or such payment by way of the purchase, redemption, retirement, acquisition, cancellation or termination termination, in each case prior to the final scheduled maturity thereof, of any Junior FinancingIndebtedness that is contractually subordinated in right of payment to any of the Obligations (it being understood that Indebtedness shall not be deemed to be subordinated in right of payment to the Obligations merely because such Indebtedness is secured by a Lien that is junior to the Liens securing the Obligations) or (B) solely to the extent that Indebtedness is unsecured or has a Lien on substantially all of the Collateral that is junior to the Lien on the Collateral securing the Obligations, make any voluntary prepayment of the principal of such Indebtedness outstanding under Section 6.01(a)(xvi), (a)(xviii), (a)(xxiii), or (a)(xxx), or any other voluntary payment (including any payment under any Swap Agreement) on such Indebtedness that has a substantially similar effect to any of the foregoing, except: (i) payment of regularly scheduled interest and principal payments (and fees, indemnities and expenses payable) as, in the form of payment and when due in respect of any Indebtedness, other than payments such Indebtedness to the extent permitted by any subordination or intercreditor provisions in respect of any Junior Financing prohibited by the subordination provisions thereof; and; (ii) the conversion refinancings, replacements, substitutions, exchanges and renewals of any Junior Financing such Indebtedness to the extent such refinancing, replacement, exchange or renewed Indebtedness is permitted by Section 6.01 and any fees and expenses in connection therewith; (iii) payments of intercompany Indebtedness permitted under Section 6.01; (iv) convert, exchange or redeem such Indebtedness into or for Equity Interests of Holdco or any Parent Entity (other than Disqualified Equity InterestsInterests of Holdco); (v) AHYDO Catch-Up Payments relating to Indebtedness of Holdings Holdco and its Restricted Subsidiaries; (vi) any such payments, or other distributions in an amount not to exceed the Available Amount; (vii) payments of Indebtedness referred to in Section 6.08(b)(B) to the extent that the First Lien Leverage Ratio on a Pro Forma Basis after giving effect thereto as of the Applicable Date of Determination is less than or equal to 4.25:1.00 at the time of such payment; and (viii) the payment, redemption, repurchase, retirement termination or cancellation of Indebtedness within 60 days of the date of the Redemption Notice if, at the date of any payment, redemption, repurchase, retirement, termination or cancellation notice in respect thereof (the “Redemption Notice”), such payment, redemption, repurchase, retirement termination or cancellation would have complied with another provision of its direct this Section 6.08(b); provided that such payment, redemption, repurchase, retirement termination or indirect parent companies or any Intermediate Parentcancellation shall reduce capacity under such other provision.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor None of the Parent Borrower will, nor or any Subsidiary will they permit any Restricted Subsidiary declare or Intermediate Parent to pay or make, directly or indirectly, make any Restricted Payment, except: if (A) immediately prior to and after giving effect to such Restricted Payment, an Event of Default shall have occurred and be continuing or would result therefrom or (B) after giving effect to such Restricted Payment, the Borrower would not be in compliance with the covenant set forth in Section 8.25 on a Pro Forma Basis for the most recent Test Period ended on or prior to the date of such Restricted Payment; provided that (i) each Restricted Subsidiary the Borrower may declare and make any Restricted Payments with respect to the Parent Borrower or any other Restricted Subsidiary; its Equity Interests payable solely in additional Equity Interests permitted hereunder, (ii) Holdings, any Intermediate Parent, the Parent Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely any Restricted Payments in respect of its Equity Interests, in each case ratably to the Equity Interests holders of such Person; provided that in the case of any such Restricted Payment by a Restricted Subsidiary that is not a wholly-owned Subsidiary of the Parent Borrower, such Restricted Payment is made to the Parent Borrower, any Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity Interests; , (iii) Restricted Payments made on the Effective Date to consummate the Transactions; (iv) repurchases of Equity Interests in Holdings (or Restricted Payments by Holdings to allow repurchases of Equity Interest in any direct or indirect parent of Holdings), the Parent Borrower or any Restricted Subsidiary deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants; (v) [Intentionally Omitted]; (vi) any Intermediate Parent, the Parent Borrower and the Restricted Subsidiaries may make Restricted Payments in cash to SMART Global Holdings, Inc., Holdings and any Intermediate Parent and, where applicable, Holdings and such Intermediate Parent may make Restricted Payments in cash in an aggregate amount not to exceed $1,000,000 after the Restatement Effective Date and prior to the first anniversary of the Restatement Effective Date and $200,000 for each year thereafter; (A) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay its Tax liability to the relevant jurisdiction in respect of consolidated, combined, unitary or affiliated returns attributable to the income of the Parent Borrower and its Subsidiaries; provided that Restricted Payments made pursuant to this clause (a)(vi)(A) shall not exceed the Tax liability that the Parent Borrower and/or its Subsidiaries (as applicable) would have incurred were such Taxes determined as if such entity(ies) were a stand-alone taxpayer or a stand-alone group; and provided, further, that Restricted Payments under this clause (A) in respect of any Taxes attributable to the income of any Unrestricted Subsidiaries of the Parent Borrower may be made only to the extent that such Unrestricted Subsidiaries have made cash payments for such purpose to Parent Borrower or its Restricted Subsidiaries; (B) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses payable to third parties) that are reasonable and customary and incurred in the ordinary course of business; (C) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) franchise Taxes and other fees, Taxes, and expenses, required to maintain its corporate existence; (D) the proceeds of which shall be used by Holdings to make Restricted Payments permitted by Section 6.08(a)(iv); (E) [Intentionally Omitted]; and (F) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent thereof to pay) fees and expenses related to any equity or debt offering permitted by this Agreement; and (vii) redemptions redeem in whole or in part of any of its Qualified Equity Interests in exchange for another class of Qualified Equity Interests or rights to acquire its Qualified Equity Interests or with proceeds from substantially concurrent equity contributions or issuances of new shares of its Qualified Equity Interests; provided that such new Equity Interests contain the terms and provisions material to the interests of the Lenders, when taken as a whole, contained in such other class of Qualified Equity Interests are at least as advantageous favorable to the Lenders in all respects material to their interests as those contained in the Qualified Equity Interests redeemed thereby, (iv) the Borrower may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Borrower in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests in the Borrower, (v) the Borrower may repurchase Equity Interests upon the exercise of stock options or warrants if such Equity Interests represent all or a portion of the exercise price of such options or warrants, (vi) so long as no Default or Event of Default has occurred, is continuing or would result therefrom, the Borrower may redeem, acquire, retire or repurchase (including through the issuance of promissory notes by the Borrower or any other Loan Party pursuant to Section 8.7(xv)) its Equity Interests (or any options or warrants or stock appreciation or similar rights issued with respect to any of such Equity Interests) held by current or former officers, managers, consultants, directors and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) of the Borrower and its Subsidiaries upon the death, disability, retirement or termination of employment of any such Person or otherwise in accordance with any stock option or stock appreciation or similar rights plan, any management, director and/or employee stock ownership or incentive plan, stock subscription plan, employment termination agreement or any other employment agreements or equity holders’ agreement; provided that, except with respect to non-discretionary repurchases, acquisitions, retirements or redemptions pursuant to the terms of any stock option or stock appreciation rights plan, any management, director and/or employee stock ownership or incentive plan, stock subscription plan, employment termination agreement or any other employment agreement or equity holders’ agreement, the aggregate amount of all cash and Permitted Investments paid in respect of all such Equity Interests (or any options or warrants or stock appreciation or similar rights issued with respect to any of such Equity Interests) so redeemed, acquired, retired or repurchased in any calendar year does not exceed the sum of (x) $2,000,000 plus (y) all net cash proceeds obtained by the Borrower during such calendar year from the sale of such Equity Interests to other present or former officers, consultants, employees and directors in connection with any permitted compensation and incentive arrangements plus (z) all net cash proceeds obtained from any key-man life insurance policies received during such calendar year, (vii) the Borrower may declare and make Restricted Payments in an amount equal to withholding or similar taxes payable or expected to be payable by any present or former employee, director, manager or consultant (or their respective Affiliates, estates or immediate family members) in connection with the exercise of stock options and the vesting of restricted stock and may redeem, acquire, retire or repurchase (including through deemed repurchases) its Equity Interests from such Persons; provided that all payments made under this clause (vii) shall not exceed $2,000,000 in any calendar year, and (viii) the Borrower may declare and make any Restricted Payments with respect to net cash proceeds from any Prior Disclosed Disposition. (b) Neither Holdings nor None of the Parent Borrower will, nor or any Subsidiary will they permit any other Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Junior Financing, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation defeasance, cancelation or termination of any Junior Financing, or any other payment (including any payment under any Swap Agreement) that has a substantially similar effect to any of the foregoing, except: (i) payment of regularly scheduled interest and principal payments as, in the form of payment as and when due in respect of any IndebtednessJunior Financing, other than payments in respect of any Junior Financing prohibited by the subordination provisions thereof; and, if any, or any Junior Lien Intercreditor Agreement; (ii) refinancings of any Junior Financing to the extent permitted under Section 8.7; (iii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings the Borrower; (iv) payments of secured Junior Financing that becomes due as a result of the voluntary sale or transfer of the assets securing such Junior Financing in transactions permitted hereunder; (v) payments of or in respect of Junior Financing made solely with Equity Interests in the Borrower (other than Disqualified Equity Interests); and (vi) so long as no Event of Default shall have occurred and be continuing or would result therefrom and after giving effect to such payment of or in respect of Junior Financing, the Borrower would not be in compliance with the covenant set forth in Sections 8.25 on a Pro Forma Basis for the most recent Test Period ended on or prior to the date of such Restricted Payment, any payment of its direct or indirect parent companies in respect of Junior Financing. Notwithstanding the foregoing and for the avoidance of doubt, nothing in this Section 8.13(b) shall prohibit the repayment or any Intermediate Parentprepayment of intercompany subordinated Indebtedness in accordance with the provisions of the Intercompany Note.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Parent Borrower will, nor i. No Loan Party will they permit any Restricted Subsidiary or Intermediate Parent to pay declare or make, directly or indirectly, any Restricted Payment, except:except that a) any Loan Party or any Restricted Subsidiary of a Loan Party may declare and pay Restricted Payments to a Loan Party and a pro rata Restricted Payment to any third party in respect of non-wholly owned Restricted Subsidiaries; b) any Loan party may declare and pay Restricted Payments to Holdings or Parent (or any other direct or indirect parent of the Lead Borrower) (w) to pay general corporate and overhead expenses incurred by Holdings, Parent or Burlington Stores, Inc. in the ordinary course of business but only to the extent related to the business of the Loan Parties or the amount of any indemnification claims made by any director or officer of Holdings or the Parent, (x) to pay franchise taxes and other fees, taxes and expenses required to maintain the corporate existence of Holdings, Parent or Burlington Stores, Inc. (or any other direct or indirect Parent of the Borrower), and (y) to pay taxes that are due and payable by Holdings as the parent of a consolidated group that includes Parent and its Restricted Subsidiaries; c) the Loan Parties may make Restricted Payments made prior to or substantially concurrently with the initial public offering of Burlington Stores, Inc. for the purpose of paying amounts owing under the advisory agreement with the Sponsor, to the extent permitted under SECTION 6.07; d) the Loan Parties may make Restricted Payments to Burlington Stores, Inc. using solely a portion of the net proceeds of the Additional Term B-3 Loans (as defined in the Term Loan Agreement) on or after the Closing Date to fund Burlington Stores, Inc.’s repurchase or redemption, defeasance or other retirement of the Holdco Notes; e) the Loan Parties may declare and make Restricted Payments with respect to its Capital Stock payable solely in shares of Capital Stock of the Loan Parties that is not Disqualified Capital Stock; f) the Lead Borrower may make payments (or may make Restricted Payments to any parent, the proceeds of which will be used to make payments) at such times and in such amounts as are necessary to make payments of or on account of (1) monitoring or management or similar fees or transaction fees and (2) reimbursement of out-of-pocket costs, expenses and indemnities, in each case to the Sponsor or any of its Affiliates, in each case to the extent permitted by SECTION 6.07(l) (assuming the Lead Borrower was party thereto); g) as long as no Event of Default exists or would arise therefrom, the Loan Parties may make a Restricted Payment as consideration for the acquisition of additional Capital Stock in any Restricted Subsidiary from minority shareholders that are not Affiliates; provided that the amount of Restricted Payments permitted pursuant to this clause (vii) shall not exceed $25,000,000 in any Fiscal Year; h) the Loan Parties may make additional Restricted Payments to the extent that such Restricted Payments are made within ninety (90) days following the Lead Borrower’s receipt of (A) Net Proceeds received by the Lead Borrower (or any parent entity) after the First Amendment Effective Date from the issuance or sale of Capital Stock of the Lead Borrower that is not Disqualified Capital Stock (or any parent entity) or (B) proceeds of an equity contribution initially made to Parent, in each case to the extent such proceeds have been contributed to the common equity of the Lead Borrower and have not been applied pursuant to clause (bb) of the definition of “Permitted Investment” or utilized to also increase the Available Amount (as defined in the Term Loan Agreement); i) each Restricted Subsidiary the Loan Parties may make Restricted Payments to the Parent Borrower (or any other Restricted Subsidiary; parent entity) to pay cash in lieu of fractional Capital Stock in connection with (iia) Holdingsany dividend, split or combination thereof or any Intermediate Parent, the Parent Borrower and each Restricted Subsidiary may declare and make dividend payments Acquisition or other distributions payable solely in the Equity Interests of such Person; provided that in the case of any such Restricted Payment by a Restricted Subsidiary that is not a wholly-owned Subsidiary of the Parent BorrowerInvestment otherwise permitted hereunder, such Restricted Payment is made to the Parent Borrower, any Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity Interests; (iii) Restricted Payments made on the Effective Date to consummate the Transactions; (iv) repurchases of Equity Interests in Holdings (all or Restricted Payments by Holdings to allow repurchases of Equity Interest in any direct or indirect parent of Holdings), the Parent Borrower or any Restricted Subsidiary deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants; (v) [Intentionally Omitted]; (vi) any Intermediate Parent, the Parent Borrower and the Restricted Subsidiaries may make Restricted Payments in cash to SMART Global Holdings, Inc., Holdings and any Intermediate Parent and, where applicable, Holdings and such Intermediate Parent may make Restricted Payments in cash in an aggregate amount not to exceed $1,000,000 after the Restatement Effective Date and prior to the first anniversary of the Restatement Effective Date and $200,000 consideration for each year thereafter; (A) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay its Tax liability to the relevant jurisdiction in respect of consolidated, combined, unitary or affiliated returns attributable to the income of the Parent Borrower and its Subsidiaries; provided that Restricted Payments made pursuant to this clause (a)(vi)(A) shall not exceed the Tax liability that the Parent Borrower and/or its Subsidiaries (as applicable) would have incurred were such Taxes determined as if such entity(ies) were a stand-alone taxpayer or a stand-alone group; and provided, further, that Restricted Payments under this clause (A) in respect of any Taxes attributable to the income of any Unrestricted Subsidiaries of the Parent Borrower may be made only to the extent that such Unrestricted Subsidiaries have made cash payments for such purpose to Parent Borrower or its Restricted Subsidiaries; (B) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses payable to third parties) that are reasonable and customary and incurred in the ordinary course of business; (C) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) franchise Taxes and other fees, Taxes, and expenses, required to maintain its corporate existence; (D) the proceeds of which shall be used by Holdings to make Restricted Payments permitted by Section 6.08(a)(iv); (E) [Intentionally Omitted]; and (F) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent thereof to pay) fees and expenses related to any equity or debt offering permitted by this Agreement; and (vii) redemptions is paid in whole or in part in Capital Stock of the Parent, and (b) any conversion request by a holder of convertible Indebtedness (to the extent such conversion request is paid solely in shares of Capital Stock of the Parent (or any parent entity) that is not Disqualified Capital Stock); j) the Loan Parties may make Restricted Payments to its direct or indirect parent to declare and pay regular quarterly dividends on its common stock (or similar Capital Stock of its direct or indirect parent) in an amount not to exceed 6% per year of the aggregate net cash proceeds of the initial public offering of such parent that were actually received by or contributed to the Capital Stock of the Lead Borrower in or from such initial public offering; k) the making of any Restricted Payment within 60 days after the date of its Equity Interests for declaration thereof, if at the date of both such declaration and payment such Restricted Payment would have complied with another class provision of its Equity Interests or with proceeds from substantially concurrent equity contributions or issuances of new Equity Intereststhis SECTION 6.06(a); provided that the making of such new Equity Interests contain terms Restricted Payment will reduce capacity for Restricted Payments pursuant to such other provision when so made; l) the Loan Parties may make Restricted Payments consisting of Permitted Dispositions of the type described, and provisions at least as advantageous subject to the Lenders in all respects material to their interests as those contained limitations contained, in the Equity Interests redeemed therebydefinition thereof; and m) the Loan Parties may make other Restricted Payments if the Restricted Payment Conditions are satisfied. (b) Neither Holdings nor the Parent Borrower will, nor ii. No Loan Party will they permit any other Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, make any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Junior FinancingIndebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Junior FinancingIndebtedness, or any other payment except a) payments in Capital Stock (including any payment under any Swap Agreementas long as no Change in Control would result therefrom) that has a substantially similar effect to any and payments of interest in-kind of the foregoing, except:Loan Parties and their Subsidiaries; (ib) payment payments of regularly scheduled principal and interest and principal payments as, in the form of payment and when due in respect of any Indebtedness, other than payments in respect of any Junior Financing prohibited by the Subordinated Indebtedness (subject to applicable subordination provisions thereof; and (ii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parent companies or any Intermediate Parent.relating thereto);

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Parent Borrower will, nor will they permit any Restricted Subsidiary to declare or Intermediate Parent make, or agree to pay or make, directly or indirectly, any Restricted Payment, except: (i) each Restricted Subsidiary may make Restricted Payments to the Parent Borrower or any other Restricted Subsidiary; (ii) Holdings, any Intermediate Parent, the Parent Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the Equity Interests of such Person; provided that in the case of any such Restricted Payment by a Restricted Subsidiary that is not a wholly-owned Wholly Owned Subsidiary of the Parent Borrower, such Restricted Payment is made to the Parent Borrower, any Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity Interests; (iii) Restricted Payments made on so long as no Event of Default has occurred and is continuing or would be caused thereby, the Effective Date payment of quarterly distributions or dividends in an amount not to consummate exceed the TransactionsSpecified Dividend Amount during any fiscal quarter that commences after the Closing Date; provided that for the avoidance of doubt, unused amounts with respect to any such fiscal quarter shall not be available in any other fiscal quarter; (iv) repurchases of Equity Interests in Holdings (or Restricted Payments by Holdings to allow repurchases of Equity Interest Interests in any direct or indirect parent of Holdings), the Parent Borrower or any Restricted Subsidiary deemed to occur upon the exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants; (v) [Intentionally Omitted]Holdings may redeem, acquire, retire or repurchase its Equity Interests (or any options or warrants or stock appreciation rights issued with respect to any of such Equity Interests) (or make Restricted Payments to allow any of Holdings’ direct or indirect parent companies or any Employee Holding Vehicle to so redeem, retire, acquire or repurchase Equity Interests of Holdings or such entity) held by current or former officers, managers, consultants, directors and employees or their permitted transferees (or their respective estates, executors, trustees, administrators, heirs, legatees or distributes) of Holdings (or any direct or indirect parent thereof), the Borrower and the Restricted Subsidiaries, or held by any Employee Holding Vehicle for the benefit of any of the foregoing, upon the death, disability, retirement or termination of employment of any such Person or otherwise in accordance with any stock option or stock appreciation rights plan, any management, director and/or employee stock ownership or incentive plan, stock subscription plan, employment termination agreement or any other employment agreements or equity holders’ agreement, in an aggregate amount after the Closing Date together with the aggregate amount of loans and advances to Holdings made pursuant to Section 6.04(k) in lieu of Restricted Payments permitted by this clause (v) not to exceed $15,000,000 in any calendar year with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum of $30,000,000 in any calendar year (without giving effect to the following proviso); provided that such amount in any calendar year may be increased by an amount not to exceed the cash proceeds of key man life insurance policies received by the Borrower or its Restricted Subsidiaries after the Closing Date and not previously applied pursuant to this clause (v); (vi) so long as the Borrower and Holdings are each treated as a pass-through or disregarded entity (a “Flow-Through Entity”) for U.S. federal and state income tax purposes, Borrower may make distributions to Holdings and Holdings may make distributions to its members for Permitted Tax Distributions at such times and with respect to such periods as Tax Distributions (as defined in the Holdings LLC Agreement) are required to be made or designated pursuant to the Holdings LLC Agreement; provided that if Holdings is not a Flow-Through Entity, so long as the Borrower is a Flow-Through Entity, the Borrower may make Permitted Tax Distributions to Holdings on a quarterly basis and at the end of a Taxable Year (with the determination of the Permitted Tax Distributions to be made by substituting the Borrower for Holdings in the applicable definitions); provided, further, that Restricted Payments under this clause (vi) in respect of any taxes attributable to the income of any Unrestricted Subsidiaries of the Borrower may be made only to the extent that such Unrestricted Subsidiaries have made cash payments for such purpose to the Borrower or its Restricted Subsidiaries; (vii) any Intermediate Parent, the Parent Borrower and the Restricted Subsidiaries may make Restricted Payments in cash to SMART Global Holdings, Inc., Holdings and any Intermediate Parent and, where applicable, Holdings and such Intermediate Parent may make Restricted Payments in cash in an aggregate amount not to exceed $1,000,000 after the Restatement Effective Date and prior to the first anniversary of the Restatement Effective Date and $200,000 for each year thereafter;cash: (A) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay its Tax liability to the relevant jurisdiction in respect of consolidated, combined, unitary or affiliated returns attributable to the income of the Parent Borrower and its Subsidiaries; provided that Restricted Payments made pursuant to this clause (a)(vi)(A) shall not exceed the Tax liability that the Parent Borrower and/or its Subsidiaries (as applicable) would have incurred were such Taxes determined as if such entity(ies) were a stand-alone taxpayer or a stand-alone group; and provided, further, that Restricted Payments under this clause (A) in respect of any Taxes attributable to the income of any Unrestricted Subsidiaries of the Parent Borrower may be made only to the extent that such Unrestricted Subsidiaries have made cash payments for such purpose to Parent Borrower or its Restricted Subsidiaries; (B) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) (1) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses payable to third parties) that are reasonable and customary and incurred in the ordinary course of business, in an aggregate amount together with the aggregate amount of loans and advances to Holdings made pursuant to Section 6.04(k) in lieu of Restricted Payments permitted by this clause (a)(vii)(A) not to exceed $10,000,000 in any fiscal year, plus any reasonable and customary indemnification claims made by directors or officers of Holdings (or any parent thereof) attributable to the ownership or operations of Holdings and the Restricted Subsidiaries or otherwise payable by Holdings pursuant to the Holdings LLC Agreement and (2) fees and expenses (x) due and payable by any of the Restricted Subsidiaries and (y) otherwise permitted to be paid (but not paid) by such Restricted Subsidiary under this Agreement; (CB) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) franchise Taxes taxes and other fees, Taxes, fees and expenses, expenses required to maintain its corporate organizational existence; (DC) the proceeds of which shall be used by Holdings to make Restricted Payments permitted by Section 6.08(a)(iv) or Section 6.08(a)(v); (ED) [Intentionally Omitted]to finance any Investment permitted to be made pursuant to Section 6.04; andprovided that (A) such Restricted Payment shall be made substantially concurrently with the closing of such Investment and (B) Holdings or any Intermediate Parent shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests but not including any loans or advances made pursuant to Section 6.04(b)) to be contributed to the Borrower or the Restricted Subsidiaries or (2) the Person formed or acquired to merge into or consolidate with the Borrower or any of the Restricted Subsidiaries (to the extent such merger or consolidation is permitted under Section 6.03) in order to consummate such Investment, in each case in accordance with the requirements of Sections 5.11 and 5.12; (FE) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent thereof to pay) fees and expenses related to any equity or debt offering permitted by this Agreement; and (viiF) the proceeds of which shall be used to make payments permitted by clause (b)(iv) of this Section 6.08; (viii) in addition to the foregoing Restricted Payments and so long as no Event of Default shall have occurred and be continuing or would result therefrom, the Borrower may make additional Restricted Payments in an aggregate amount not to exceed the Cumulative Credit; (ix) redemptions in whole or in part of any of its Equity Interests for another class of its Equity Interests or with proceeds from substantially concurrent equity contributions or issuances of new Equity Interests; provided that such new Equity Interests contain terms and provisions at least as advantageous to the Lenders in all respects material to their interests as those contained in the Equity Interests redeemed thereby; (x) so long as no Event of Default has occurred and is continuing or would be caused thereby, Holdings, the Borrower and each Restricted Subsidiary may make additional Restricted Payments; provided that after giving effect to any such Restricted Payment, the aggregate amount of Restricted Payments made in reliance on this clause (x) shall not exceed the greater of $190,000,000 and 25% of Consolidated EBITDA calculated on a Pro Forma Basis for the Test Period most recently ended for which financial statements are available prior to the making of such Restricted Payment; (xi) so long as no Event of Default has occurred and is continuing or would be caused thereby, Holdings, the Borrower and each Restricted Subsidiary may make unlimited Restricted Payments; provided that after giving effect to any such Restricted Payment, the Total Leverage Ratio calculated on a Pro Forma Basis as of the end of the most recent Test Period for which financial statements are available does not exceed 1.50 to 1.00; and (xii) Restricted Payments contemplated by the Merger Agreement. (b) Neither Holdings nor the Parent Borrower will, nor will they permit any other Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Junior Financing, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Junior Financing, or any other payment (including the application of any payment received under any Swap AgreementAgreement in respect of any Junior Financing) that has a substantially similar effect to any of the foregoing, except: (i) payment of regularly scheduled interest and principal payments as(including, in for the form avoidance of payment doubt, regularly scheduled payments pursuant to any Swap Agreement) as and when due in respect of any Indebtedness, other than payments in respect of any Junior Financing prohibited by the subordination provisions thereof; and; (ii) refinancings of Indebtedness to the extent permitted by Section 6.01; (iii) the conversion of any Junior Financing to to, or the exchange of any Junior Financing for, Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parent companies or any Intermediate Parent; provided that in the case of any such exchange, such Junior Financing is promptly cancelled; (iv) so long as no Event of Default has occurred and is continuing or would be caused thereby, prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity (including, for the avoidance of doubt, prepayments, redemptions, purchases, defeasances and other payments resulting from the termination of any Swap Agreement) (“Junior Financing Prepayments”) in an amount not to exceed the Cumulative Credit at the time when such Junior Financing Prepayment is made; (v) so long as no Event of Default has occurred and is continuing or would be caused thereby, additional Junior Financing Prepayments; provided that after giving effect to any such Junior Financing Prepayment, the aggregate amount of Junior Financing Prepayments made in reliance on this clause (v) shall not exceed the greater of $190,000,000 and 25% of Consolidated EBITDA calculated on a Pro Forma Basis for the Test Period most recently ended for which financial statements are available prior to the making of such Junior Financing Prepayment; and (vi) so long as no Event of Default has occurred and is continuing or would be caused thereby, Holdings, the Borrower and the Restricted Subsidiaries may make unlimited Junior Financing Prepayments; provided that after giving effect to any such Junior Financing Prepayment, the Total Leverage Ratio calculated on a Pro Forma Basis as of the end of the most recent Test Period for which financial statements are available does not exceed 1.50 to 1.00.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor None of Holdings, the Parent Borrower, any Subsidiary Term Borrower or any Foreign Subsidiary Borrower will, nor will they permit any Restricted Subsidiary to, declare or Intermediate Parent make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except: (i) each Restricted Subsidiary Holdings may make Restricted Payments declare and pay dividends with respect to the Parent Borrower or any other Restricted Subsidiaryits Equity Interests 509265-1724-13879091 payable solely in additional Equity Interests in Holdings; (ii) HoldingsSubsidiaries may declare and pay dividends ratably with respect to their capital stock; (iii) the Parent Borrower may make payments to Holdings to permit it to make, any Intermediate Parentand Holdings may make, Restricted Payments, not exceeding $5,000,000 during the term of this Agreement, in each case pursuant to and in accordance with stock option plans, equity purchase programs or agreements or other benefit plans, in each case for management or employees or former employees of the Parent Borrower and each Restricted Subsidiary the Subsidiaries; (iv) the Parent Borrower may declare make Permitted Tax Distributions to Holdings or any other direct or indirect equity owners of the Parent Borrower; (v) the Parent Borrower may pay dividends to Holdings at such times and make dividend payments or in such amounts as shall be necessary to permit Holdings to discharge and satisfy its obligations that are permitted hereunder (including (A) state and local taxes and other distributions payable solely governmental charges, and administrative and routine expenses required to be paid by Holdings in the Equity Interests ordinary course of business and (B) cash dividends payable by Holdings in respect of Qualified Holdings Preferred Stock issued pursuant to clauses (b) and (c) of the definition thereof; provided that dividends payable by the Parent Borrower to Holdings pursuant to this clause (v) in order to satisfy cash dividends payable by Holdings in respect of Qualified Holdings Preferred Stock issued pursuant to clause (c) of the definition thereof may only be made after the fiscal year ending December 31, 2012, with Excess Cash Flow not otherwise required to be used to prepay Term Loans pursuant to Section 2.11(d)) (without duplication of amounts used pursuant to Section 6.08(b)(vi)(A) or amounts included in the Available Amount and used pursuant to Sections 6.04(t), 6.08(a)(vii) or 6.08(b)(viii)); (vi) the Parent Borrower may make payments to Holdings to permit it to make, and Holdings may make payments permitted by Sections 6.09(d), (e), (f) and (g); provided that, at the time of such Personpayment and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and Holdings and the Parent Borrower are in compliance with Section 6.12; provided, further, that any payments that are prohibited because of the immediately preceding proviso shall accrue and may be made as so accrued upon the curing or waiver of such Default, Event of Default or noncompliance; and (vii) (A) the Parent Borrower and Holdings may make Restricted Payments in an aggregate amount not to exceed the Available Amount and (B) Holdings may make Restricted Payments with the proceeds of Restricted Payments made to it by the Borrower pursuant to clause (A); provided that in the case of both clauses (A) and (B), at the time of such payment and after giving effect thereto, (i) no Default or Event of Default shall have occurred and be continuing and (ii) at the time of such payment and after giving effect thereto and to the incurrence of any such Restricted Payment by a Restricted Subsidiary that Indebtedness in connection therewith, the Leverage Ratio is not a wholly-owned Subsidiary greater than 2.00 to 1.00. (b) None of the Parent BorrowerHoldings, such Restricted Payment is made to the Parent Borrower, any Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity Interests; (iii) Restricted Payments made on the Effective Date to consummate the Transactions; (iv) repurchases of Equity Interests in Holdings (or Restricted Payments by Holdings to allow repurchases of Equity Interest in any direct or indirect parent of Holdings), the Parent Term Borrower or any Restricted Foreign Subsidiary deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants; (v) [Intentionally Omitted]; (vi) any Intermediate Parent, the Parent Borrower and the Restricted Subsidiaries may make Restricted Payments in cash to SMART Global Holdings, Inc., Holdings and any Intermediate Parent and, where applicable, Holdings and such Intermediate Parent may make Restricted Payments in cash in an aggregate amount not to exceed $1,000,000 after the Restatement Effective Date and prior to the first anniversary of the Restatement Effective Date and $200,000 for each year thereafter; (A) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay its Tax liability to the relevant jurisdiction in respect of consolidated, combined, unitary or affiliated returns attributable to the income of the Parent Borrower and its Subsidiaries; provided that Restricted Payments made pursuant to this clause (a)(vi)(A) shall not exceed the Tax liability that the Parent Borrower and/or its Subsidiaries (as applicable) would have incurred were such Taxes determined as if such entity(ies) were a stand-alone taxpayer or a stand-alone group; and provided, further, that Restricted Payments under this clause (A) in respect of any Taxes attributable to the income of any Unrestricted Subsidiaries of the Parent Borrower may be made only to the extent that such Unrestricted Subsidiaries have made cash payments for such purpose to Parent Borrower or its Restricted Subsidiaries; (B) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses payable to third parties) that are reasonable and customary and incurred in the ordinary course of business; (C) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) franchise Taxes and other fees, Taxes, and expenses, required to maintain its corporate existence; (D) the proceeds of which shall be used by Holdings to make Restricted Payments permitted by Section 6.08(a)(iv); (E) [Intentionally Omitted]; and (F) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent thereof to pay) fees and expenses related to any equity or debt offering permitted by this Agreement; and (vii) redemptions in whole or in part of any of its Equity Interests for another class of its Equity Interests or with proceeds from substantially concurrent equity contributions or issuances of new Equity Interests; provided that such new Equity Interests contain terms and provisions at least as advantageous to the Lenders in all respects material to their interests as those contained in the Equity Interests redeemed thereby. (b) Neither Holdings nor the Parent Borrower will, nor will they permit any other Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Junior FinancingIndebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the 509265-1724-13879091 purchase, redemption, retirement, acquisition, cancellation or termination of any Junior Financing, or any other payment (including any payment under any Swap Agreement) that has a substantially similar effect to any of the foregoingIndebtedness, except: (i) payment of Indebtedness created under the Loan Documents; (ii) payment of regularly scheduled interest and principal payments as, in the form of payment as and when due in respect of any Indebtedness, other than payments in respect of any Junior Financing subordinated Indebtedness prohibited by the subordination provisions thereof; (iii) refinancings of Indebtedness to the extent permitted by Section 6.01; (iv) payment of secured Indebtedness out of the proceeds of any sale or transfer of the property or assets securing such Indebtedness; (v) [reserved]; (vi) payments in respect of the repurchase, retirement or other acquisition of Equity Interests in Holdings using (A) the portion of Excess Cash Flow not subject to mandatory prepayment pursuant to Section 2.11(d) (without duplication of amounts used pursuant to Section 6.08(a)(v) or amounts included in the Available Amount and used pursuant to Sections 6.04(t), 6.08(a)(vii) or 6.08(b)(viii)) or (B) any source of cash (to the extent not otherwise prohibited in this Agreement) up to an amount not to exceed (x) if after giving effect to such payment, the Leverage Ratio would be (1) less than 2.25 to 1.00, $100,000,000, (2) less than 2.75 to 1.00, but greater than or equal to 2.25 to 1.00, $75,000,000 and (3) less than 3.25 to 1.00 but greater than or equal to 2.75 to 1.00, $50,000,000 and (y) otherwise, $15,000,000; (vii) payments of Indebtedness with the Net Proceeds of an issuance of Equity Interests in Holdings; and (viii) payments of Indebtedness in an amount equal to the Available Amount; provided that at the time of such payment and after giving effect thereto, (i) no Default or Event of Default shall have occurred and be continuing and (ii) at the conversion time of such payment and after giving effect thereto and to the incurrence of any Junior Financing Indebtedness in connection therewith, the Leverage Ratio is not greater than 2.00 to Equity Interests 1.00. (other than Disqualified Equity Interestsc) None of Holdings Holdings, the Parent Borrower or any Foreign Subsidiary Borrower will, nor will they permit any Subsidiary to, enter into or be party to, or make any payment under, any Synthetic Purchase Agreement unless (i) in the case of its direct any Synthetic Purchase Agreement related to any Equity Interest of Holdings, the payments required to be made by Holdings are limited to amounts permitted to be paid under Section 6.08(a), (ii) in the case of any Synthetic Purchase Agreement related to any Restricted Indebtedness, the payments required to be made by Holdings, the Parent Borrower or indirect parent companies or the Subsidiaries thereunder are limited to the amount permitted under Section 6.08(b) and (iii) in the case of any Intermediate ParentSynthetic Purchase Agreement, the obligations of Holdings, the Parent Borrower and the Subsidiaries thereunder are subordinated to the Obligations on terms satisfactory to the Required Lenders.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Parent Borrower will, nor will they permit any Restricted Subsidiary or Intermediate Parent to pay to, declare or make, directly or indirectly, any Restricted Payment, except: (i) each Restricted Subsidiary may make Restricted Payments to the Parent Borrower or any other Restricted Subsidiary; (ii) Holdings, any Intermediate Parent, the Parent Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the Equity Interests of such Person; provided that in the case of any such Restricted Payment by a Restricted Subsidiary that is not a wholly-owned Wholly Owned Subsidiary of the Parent Borrower, such Restricted Payment is made to the Parent Borrower, any Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity Interests; (ii) Holdings, the Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the Qualified Equity Interests of such Person; (iii) Restricted Payments made on or prior to the Effective Date to consummate the TransactionsTransactions (including, without limitation, a dividend or distribution to Holdings and Boulevard the proceeds of which will be applied by Boulevard to pay all amounts required to be paid by Boulevard to Seller on the Effective Date pursuant to the Acquisition Agreement); (iv) repurchases of Equity Interests in Holdings (or Restricted Payments by Holdings to allow repurchases of Equity Interest in any direct or indirect parent of Holdings), the Parent Borrower or any Restricted Subsidiary deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants; (v) [Intentionally Omitted]Holdings may redeem, acquire, retire or repurchase its Equity Interests (or any options or warrants or stock appreciation rights issued with respect to any of such Equity Interests) (or make Restricted Payments to allow Boulevard to so redeem, retire, acquire or repurchase its Equity Interests) held by current or former officers, managers, consultants, directors and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) of Holdings, Boulevard, the Borrower or the Restricted Subsidiaries, upon the death, disability, retirement or termination of employment of any such Person or otherwise in accordance with any stock option or stock appreciation rights plan, any management, director and/or employee stock ownership or incentive plan, stock subscription plan, employment termination agreement or any other employment agreements or equity holders’ agreement in an amount (together with the aggregate amount of loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (v) in such fiscal year) not to exceed $5,000,000 in any fiscal year (it being agreed that any unused amounts in any fiscal year may be carried over to succeeding fiscal years and be utilized under this clause (v) in such subsequent fiscal years notwithstanding the foregoing provisions of this clause (v)); (vi) any Intermediate Parentso long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, Holdings, the Parent Borrower and the Restricted Subsidiaries may make Restricted Payments to Holdings and Boulevard: (A) the proceeds of which shall be used by Boulevard to pay any Seller Earnout due and payable under the Acquisition Agreement; provided that (1) any such Restricted Payment to pay any Seller Earnout shall not be paid prior to the delivery of financial statements pursuant to Section 5.01(a) for the fiscal year ended December 31, 2017 and (2) any such Restricted Payment to pay any Seller Earnout shall not be paid (other than with the proceeds of the issuance of common equity or Qualified Equity Interests of Holdings or Permitted Subordinated Indebtedness of the Borrower) if, on a Pro Forma Basis after giving effect thereto, the Secured Net Leverage Ratio is equal to or greater than 3.75:1.00; and (B) in addition to the foregoing Restricted Payments, up to an amount not to exceed $12,000,000 in any fiscal year of the Borrower to (1) pay dividends to Boulevard’s public common stockholders and/or (2) on or prior to July 31, 2016, redeem or repurchase outstanding warrants of Boulevard for an aggregate repurchase price not in excess of $10,000,000. (vii) the Borrower and the Restricted Subsidiaries may make Restricted Payments in cash to SMART Global Holdings, Inc., Holdings and the Borrower or any Intermediate Parent and, where applicable, Holdings and such Intermediate Parent may make Restricted Payments in cash in an aggregate amount not to exceed $1,000,000 after the Restatement Effective Date and prior to the first anniversary of the Restatement Effective Date and $200,000 for each year thereafter;Subsidiary: (A) the proceeds of which shall be used by Holdings Holdings, the Borrower or any Intermediate Parent to pay its Tax liability to the relevant jurisdiction in respect of consolidated, combined, unitary or affiliated returns attributable to the income of the Parent Borrower and its Subsidiaries; provided that Restricted Payments made pursuant to this clause (a)(vi)(A) shall not exceed the Tax liability that the Parent Borrower and/or its Subsidiaries (as applicable) would have incurred were such Taxes determined as if such entity(ies) were a stand-alone taxpayer or a stand-alone group; and provided, further, that Restricted Payments under this clause (A) in respect of any Taxes attributable to the income of any Unrestricted Subsidiaries of the Parent Borrower may be made only to the extent that such Unrestricted Subsidiaries have made cash payments for such purpose to Parent Borrower or its Restricted Subsidiaries; (B) the proceeds of which shall be used by Holdings or any Intermediate Parent Subsidiary to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay1) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses payable to third parties) that are reasonable reasonable, and customary indemnification claims made by directors or officers of Boulevard, Holdings or any Restricted Subsidiary, in each case to the extent attributable to the ownership or operations of Holdings, the Borrower and incurred in the ordinary course Restricted Subsidiaries, (2) fees and expenses (x) due and payable by any of businessthe Restricted Subsidiaries and (y) otherwise permitted to be paid by such Restricted Subsidiary under this Agreement and (3) amounts due and payable pursuant to Section 6.07(iv); (C) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) franchise Taxes and other fees, Taxes, and expenses, required to maintain its corporate existence; (DB) the proceeds of which shall be used by Holdings to make Restricted Payments permitted by Section 6.08(a)(iv6.06(a)(iv) or Section 6.06(a)(v); (EC) [Intentionally Omitted]the proceeds of which shall be used to pay fees and expenses related to any unsuccessful equity or debt offering permitted by this Agreement; (D) the proceeds of which shall be used to make payments permitted by clause (b)(iv) of this Section 6.06; and (FE) the proceeds of which are applied to the purchase or other acquisition of all or substantially all of the property and assets or business of any Person, or of assets constituting a business unit, a line of business or division of such Person, or of all or a majority of the Equity Interests in a Person, provided that such purchase or other acquisition would have constituted a “Permitted Acquisition” or an other Investment permitted to be made pursuant to Section 6.04; provided, further, that (A) such Restricted Payment shall be made concurrently with the closing of such purchase or other acquisition, (B) the recipient of such Restricted Payment shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests) to be contributed to the Borrower or one of the Restricted Subsidiaries (other than an Excluded Subsidiary) or (2) the merger (to the extent permitted in Section 6.03) of the Person formed or acquired into the Borrower or one of the Restricted Subsidiaries (other than an Excluded Subsidiary) in order to consummate such purchase or other acquisition, (C) Holdings and its Affiliates (other than the Borrower or a Restricted Subsidiary) receives no consideration or other payment from Holdings, the Borrower or any of the Restricted Subsidiaries in connection with such transaction, except to the extent Holdings or a Restricted Subsidiary could have given such consideration or made such payment in compliance with Section 6.07, (D) any property received by the Borrower shall not increase the Available Amount and (E) such Investment shall be deemed to be made by the Borrower or such Restricted Subsidiary pursuant to Section 6.04(h); (viii) Restricted Payments by the Borrower or any Restricted Subsidiary in an aggregate amount not to exceed the Available Amount at such time; provided that (1) no Event of Default shall have occurred and be continuing or would result therefrom and (2) except with respect to Restricted Payments made with the Available Amount Equity Component, on a Pro Forma Basis after giving effect thereto, if (A) such Restricted Payment is made on or prior to January 31, 2017, the Senior Secured Net Leverage Ratio is less than or equal to 3.00:1.00 or (B) otherwise, the Senior Secured Net Leverage Ratio is less than or equal to 2.50:1.00; (ix) Holdings, the Borrower and the Restricted Subsidiaries may make Restricted Payments to Holdings and Boulevard: (A) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or and Boulevard to make Restricted Payments payments that are due and payable pursuant to allow the Tax Receivables Agreement; (B) the proceeds of which shall be used by Holdings and Boulevard to make any direct payments that are due and payable pursuant to Section 2.3 or indirect parent thereof to pay) fees and expenses related to any equity or debt offering permitted by this 2.4 of the Acquisition Agreement; and (C) the proceeds of which shall be used to pay the Tax liability of (or in respect of) Holdings, the Borrower or any Restricted Subsidiary to the relevant jurisdiction in respect of consolidated, combined, unitary or affiliated returns attributable to the income of the Borrower and any of the Restricted Subsidiaries; provided that Restricted Payments made pursuant to this clause (C) shall not exceed the Tax liability that Holdings, the Borrower and/or the relevant Restricted Subsidiaries (as applicable) would have incurred were such Taxes determined as if such entity(ies) were a stand-alone taxpayer or a stand-alone group; (x) Holdings and the Borrower may make Restricted Payments to the extent of the Net Proceeds received by Holdings (and in the case of Restricted Payments by the Borrower, to the extent contributed to the Borrower as cash common equity) from any issuance of or contribution to Qualified Equity Interests of Holdings not otherwise included in the Available Amount, so long as such Restricted Payment is made identifiable amounts of such Net Proceeds and, with respect to any such Restricted Payments, no Event of Default shall have occurred and be continuing or would result therefrom; (xi) to the extent constituting Restricted Payments, Holdings, the Borrower and the Restricted Subsidiaries may enter into transactions expressly permitted by Sections 6.03 and 6.04; (xii) the Borrower or any of the Restricted Subsidiaries may (i) pay cash in lieu of fractional shares in connection with any dividend, split or combination thereof or any Permitted Acquisition and (ii) honor any non-cash conversion request by a holder of convertible Indebtedness and make cash payments in lieu of fractional shares in connection with any such conversion; (xiii) Restricted Payments in order to effectuate payments that at such time are permitted to be made pursuant to Section 6.07(iii), (iv), (vii) and (x); (xiv) the payment of dividends and distributions within sixty (60) days after the date of declaration thereof, if at the date of declaration of such payment, such payment would have complied with the other provisions of this Section 6.06; (xv) (x) the payment of regularly scheduled dividends on Disqualified Equity Interests, and (y) any redemption or repurchase of Disqualified Equity Interests permitted under Section 6.06(b); (xvi) redemptions in whole or in part of any of its Qualified Equity Interests for another class of its Qualified Equity Interests or with proceeds from substantially concurrent equity contributions or issuances of new Qualified Equity Interests; and (xvii) other Restricted Payments; provided that (1) no Event of Default shall have occurred and be continuing or would result therefrom and (2) on a Pro Forma Basis after giving effect thereto, if (A) such new Equity Interests contain terms and provisions at least as advantageous Restricted Payment is made on or prior to January 31, 2017, the Lenders in all respects material Total Net Leverage Ratio is less than or equal to their interests as those contained in 2.75:1.00 or (B) otherwise, the Equity Interests redeemed therebyTotal Net Leverage Ratio is less than or equal to 2.25:1.00. (b) Neither Holdings nor the Parent Borrower will, nor will they permit any other Restricted Subsidiary to, make or agree to pay or makepay, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Junior Financing, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Junior Financing, or any other payment (including any payment under any Swap Agreement) that has a substantially similar effect to any of the foregoing, except: (i) payment of regularly scheduled or required interest and principal payments as, in the form of payment and when due in respect of any Indebtedness, other than Indebtedness to the extent such payments in respect of any Junior Financing prohibited are permitted by the subordination provisions thereof; and, and the payment of regularly schedule dividends on Disqualified Equity Interests; (ii) refinancings, refundings, renewals, modifications or exchanges of Indebtedness to the extent permitted by Section 6.01; (iii) the conversion of any Junior Financing (including Disqualified Equity Interests) to Equity Interests (other than Disqualified Equity Interests) of Holdings Holdings; (iv) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings (including Disqualified Equity Interests) prior to their scheduled maturity in an aggregate amount not to exceed the Available Amount at such time; provided that (1) no Event of Default shall have occurred and be continuing or any would result therefrom and (2) except with respect to prepayments, redemptions, purchases, defeasances and other payments made with the Available Amount Equity Component made with the Available Amount Equity Component, on a Pro Forma Basis after giving effect thereto, if (A) such prepayment, redemption, purchase, defeasance or other payment occurs on or prior to January 31, 2017, the Senior Secured Net Leverage Ratio is less than or equal to 3.00:1.00 or (B) otherwise, the Senior Secured Net Leverage Ratio is less than or equal to 2.50:1.00; and (v) other prepayments, redemptions, purchases, defeasances and other payments in respect of its direct Junior Financings prior to their scheduled maturity; provided that (1) no Event of Default shall have occurred and be continuing or indirect parent companies would result therefrom and (2) on a Pro Forma Basis after giving effect thereto, if (A) such prepayment, redemption, purchase, defeasance or any Intermediate Parentother payment occurs on or prior to January 31, 2017, the Total Net Leverage Ratio is less than or equal to 4:00:1.00 or (B) otherwise, the Total Net Leverage Ratio is less than or equal to 3.50:1.00.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Parent Borrower will, nor will they permit any Restricted Subsidiary or Intermediate Parent to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except: (i) each Restricted Subsidiary may make Restricted Payments to the Parent Borrower or any other Restricted Subsidiary; (ii) Holdings, any Intermediate Parent, the Parent Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the Equity Interests of such Person; provided that in the case of any such Restricted Payment by a Restricted Subsidiary that is not a wholly-owned Wholly Owned Subsidiary of the Parent Borrower, such Restricted Payment is made to the Parent Borrower, any Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity Interests; (iii) Restricted Payments made on the Effective Date to consummate the Transactions; (iv) repurchases of Equity Interests in Holdings (or Restricted Payments by Holdings to allow repurchases of Equity Interest in any direct or indirect parent of Holdings), the Parent Borrower ) or any Restricted Subsidiary deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants; (v) [Intentionally Omitted]Holdings may redeem, acquire, retire or repurchase its Equity Interests (or any options or warrants or stock appreciation rights issued with respect to any of such Equity Interests) (or make Restricted Payments to allow any of the Holdings’ direct or indirect parent companies to so redeem, retire, acquire or repurchase their Equity Interests) held by current or former officers, managers, consultants, directors and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) of Holdings (or any direct or indirect parent thereof), any Intermediate Parent Company, the Borrower and the Restricted Subsidiaries, upon the death, disability, retirement or termination of employment of any such Person or otherwise in accordance with any stock option or stock appreciation rights plan, any management, director and/or employee stock ownership or incentive plan, stock subscription plan, employment termination agreement or any other employment agreements or equity holders’ agreement in an aggregate amount after the Effective Date together with the aggregate amount of loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (v) not to exceed $15,000,000 in any calendar year with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum of $30,000,000 in any calendar year (without giving effect to the following proviso); provided that such amount in any calendar year may be increased by an amount not to exceed the cash proceeds of key man life insurance policies received by the Borrower or its Restricted Subsidiaries after the Effective Date; (vi) any Intermediate Parent, the Parent Borrower and the Restricted Subsidiaries may make Restricted Payments in cash to SMART Global Holdings, Inc., Holdings and any Intermediate Parent and, where applicable, Holdings and such Intermediate Parent may make Restricted Payments in cash in an aggregate amount not to exceed $1,000,000 after the Restatement Effective Date and prior to the first anniversary of the Restatement Effective Date and $200,000 for each year thereafter;cash: (A) with respect to any taxable period during which the Borrower, any Intermediate Parent, Holdings and/or any of their respective subsidiaries is a member of a consolidated, unitary, combined or similar tax group of which any Intermediate Parent, Holdings or Holdings’ direct or indirect parent is the common parent, the proceeds of which shall be used by Holdings or any Intermediate Parent the common parent to pay its Tax liability to the relevant jurisdiction in respect portion of the consolidated, combinedunitary, unitary combined or affiliated returns similar U.S. federal, state and local and non-U.S. income or franchise taxes attributable to the income of the Parent Borrower and its Subsidiaries; provided that Restricted Payments made pursuant to this clause (a)(vi)(A) shall not exceed the Tax liability that the Parent Borrower Borrower, any Intermediate Parents, Holdings and/or its Subsidiaries any of their respective subsidiaries (as applicable) in an amount not to exceed the income or franchise tax liabilities that would have incurred were such Taxes determined been payable by the Borrower, any Intermediate Parents, Holdings and/or their respective subsidiaries (as if such entity(iesapplicable) were on a stand-alone taxpayer basis or as a stand-alone tax group, reduced by any such income or franchise taxes paid or to be paid directly by Holdings or any Intermediate Parents (if they are not the common parent), the Borrower and/or any of their respective subsidiaries; and provided, further, provided that Restricted Payments under this clause (A) in respect of any Taxes attributable to the income of any Unrestricted Subsidiaries of the Parent Borrower may be made only to the extent that such Unrestricted Subsidiaries have made cash payments for such purpose to Parent the Borrower or its Restricted Subsidiaries; (B) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses payable to third parties) that are reasonable and customary and incurred in the ordinary course of business[reserved]; (C) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) franchise Taxes (1) its operating expenses incurred in the ordinary course of business and other feescorporate overhead costs and expenses (including administrative, Taxeslegal, accounting and similar expenses payable to third parties) that are reasonable and customary, and expensesincurred in the ordinary course of business, required in an aggregate amount together with the aggregate amount of loans and advances to maintain its corporate existenceHoldings made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (a)(vi)(C) not to exceed $2,000,000 in any fiscal year plus any reasonable and customary indemnification claims made by directors or officers of Holdings (or any parent thereof) attributable to the ownership or operations of Holdings and the Restricted Subsidiaries, (2) fees and expenses (x) due and payable by any of the Restricted Subsidiaries and (y) otherwise permitted to be paid by such Restricted Subsidiary under this Agreement and (3) amounts due and payable pursuant to the Investor Management Agreement permitted to be paid pursuant to Section 6.09(iv); (D) the proceeds of which shall be used by Holdings to make Restricted Payments permitted by Section 6.08(a)(iv); (E) [Intentionally Omitted]; and (F) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) (i) any fees, taxes (other than taxes imposed on or measured by income, or withholding taxes) and expenses required to maintain their corporate existence or (ii) any incremental state or local income tax (net of any federal income tax benefits, as determined in good faith by Borrower) payable by any of Borrower’s direct or indirect parent companies as a result of any permitted distributions to such parent companies described in Sections 6.08(a)(iii), 6.08(a)(v) (but subject to all provisos contained therein) or 6.08(a)(vi)(A), (B), (C) (subject to the limitations therein), (D), (F) or (G); (E) the proceeds of which shall be used by Holdings to make Restricted Payments permitted by Section 6.08(a)(iv) or Section 6.08(a)(v); (F) to finance any Investment permitted to be made pursuant to Section 6.04; provided that (A) such Restricted Payment shall be made substantially concurrently with the closing of such Investment and (B) Holdings or any Intermediate Parent shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests but not including any loans or advances made pursuant to Section 6.04(b)) to be contributed to the Borrower or the Restricted Subsidiaries or (2) the Person formed or acquired to merge into or consolidate with the Borrower or any of the Restricted Subsidiaries to the extent such merger or consolidation is permitted in Section 6.03) in order to consummate such Investment, in each case in accordance with the requirements of Sections 5.11 and 5.12; (G) the proceeds of which shall be used to pay (or to make Restricted Payments to allow any direct or indirect parent thereof to pay) fees and expenses related to any unsuccessful equity or debt offering permitted by this Agreement; and (H) the proceeds of which shall be used to make payments permitted by clause (b)(iv) of this Section 6.08; (vii) in addition to the foregoing Restricted Payments and so long as (A) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (B) the Net Senior Secured Leverage Ratio on a Pro Forma Basis is less than or equal to the ratio set forth in Section 6.12 (whether or not such covenant is then in effect) for the most recently ended Test Period, the Borrower and any Intermediate Parent may make additional Restricted Payments to any Intermediate Parent and Holdings the proceeds of which may be utilized by Holdings to make additional Restricted Payments or by Holdings or any Intermediate Parent to make any payments in respect of any Permitted Holdings Debt, in an aggregate amount, together with the aggregate amount of loans and advances made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (vii), not to exceed the Available Amount to the extent such amount is Not Otherwise Applied; (viii) redemptions in whole or in part of any of its Equity Interests for another class of its Equity Interests or with proceeds from substantially concurrent equity contributions or issuances of new Equity InterestsInterests (in each case, other than Excluded Contributions or Cure Amounts); provided that such new Equity Interests contain terms and provisions at least as advantageous to the Lenders in all respects material to their interests as those contained in the Equity Interests redeemed thereby; (ix) the payment of any dividend (or any similar distribution) by a Restricted Subsidiary of the Borrower to the holders of its Equity Interests on a pro rata basis; (x) so long as no Default or Event of Default would result therefrom, Restricted Payments in an amount not to exceed Excluded Contributions made within the six months preceding any such Restricted Payment to the extent such amount is Not Otherwise Applied; and (xi) The Borrower and any Intermediate Parent may make Restricted Payments to any Intermediate Parent and Holdings the proceeds of which may be utilized by Holdings to make Restricted Payments in an amount not to exceed $35,000,000 with the proceeds of any Disposition of the Effective Date Unrestricted Subsidiaries. (b) Neither Holdings nor the Parent Borrower will, nor will they permit any other Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on the Senior Notes or any Junior Financing, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of the Senior Notes or any Junior Financing, or any other payment (including any payment under any Swap Agreement) that has a substantially similar effect to any of the foregoing, except: (i) payment of regularly scheduled interest and principal payments as, in the form of payment and when due in respect of any Indebtedness, other than payments in respect of any Junior Financing prohibited by the subordination provisions thereof; (ii) refinancings of Indebtedness to the extent permitted by Section 6.01; (iii) prepayments, redemptions, purchases, defeasances and other payments in respect of the Senior Notes and Junior Financings in an amount not to exceed Excluded Contributions made within the six months preceding any such prepayment, redemption, purchase, defeasance or other payment to the extent such amount is Not Otherwise Applied; (iv) in addition to the foregoing and so long as (A) no Default or Event of Default shall have occurred or be continuing or would result therefrom and (B) the Net Senior Secured Leverage Ratio on a Pro Forma Basis is less than or equal to the ratio set forth in Section 6.12 (whether or not such covenant is then in effect) for the most recently ended Test Period, prepayments, redemptions, purchases, defeasances and other payments in respect of the Senior Notes and any Junior Financing, in an aggregate amount, together with the aggregate amount of loans and advances made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by Section 6.08(a)(vii) not to exceed the Available Amount to the extent such amount is Not Otherwise Applied; and (iiv) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parent companies or any Intermediate Parent.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Parent Borrower No Loan Party will, nor will they it permit any of its Restricted Subsidiary or Intermediate Parent to pay Subsidiaries to, declare or make, directly or indirectly, any Restricted Payment, exceptexcept that: (i) each any Loan Party or any Restricted Subsidiary of a Loan Party may make declare and pay Restricted Payments to a Loan Party or a Restricted Subsidiary that is the Parent Borrower or direct parent of such Restricted Subsidiary and a pro rata Restricted Payment to any other third party in respect of non-wholly owned Restricted SubsidiarySubsidiaries; (ii) Restricted Payments made to BCF Holdings or Parent (or any other direct or indirect parent of the Borrower) (w) to pay general corporate and overhead expenses incurred by BCF Holdings, any Intermediate ParentParent or Burlington Stores, the Parent Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely Inc. in the Equity Interests ordinary course of such Person; provided that in business, or the case amount of any such Restricted Payment indemnification claims made by a Restricted Subsidiary that is not a wholly-owned Subsidiary any director or officer of BCF Holdings, Parent or Burlington Stores, Inc., (x) to pay franchise taxes and other fees, taxes and expenses required to maintain the corporate existence of BCF Holdings, Parent or Burlington Stores, Inc. (or any other direct or indirect Parent of the Borrower), (y) to pay taxes that are due and payable by BCF Holdings as the parent of a consolidated group that includes Parent Borrower, such and its Restricted Payment is made Subsidiaries or (z) to the make other payments that BCF Holdings and Parent Borrower, any Restricted Subsidiary are not otherwise prohibited from making pursuant to this Agreement (including to pay fees and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity Interestsexpenses in connection with unsuccessful equity (or debt offering) permitted by this Agreement); (iii) the Loan Parties and their Restricted Subsidiaries may make Restricted Payments made on prior to or substantially concurrently with the Effective Date initial public offering of Burlington Stores, Inc. for the purpose of paying amounts owing under the advisory agreement with the Sponsor, to consummate the Transactionsextent permitted under SECTION 6.07; (iv) the Loan Parties and their Restricted Subsidiaries may make Restricted Payments consisting of Permitted Dispositions of the type described, and subject to the limitations contained, in the definition thereof; (v) the Loan Parties and their Restricted Subsidiaries may make Restricted Payments constituting repurchases of Equity Interests Capital Stock in Holdings BCF Holdings, Burlington Stores, Inc. or any Restricted Subsidiary (or Restricted Payments by distributions to BCF Holdings to allow repurchases of Equity Interest in or Burlington Stores, Inc. or any direct or indirect parent Parent of Holdings), the Parent Borrower or any Restricted Subsidiary deemed to occur upon for such purpose) in connection with the exercise of stock options or warrants if such Equity Interests represent Capital Stock represents a portion of the exercise price of such options option or warrants; (v) [Intentionally Omitted]; (vi) any Intermediate Parent, the Parent Borrower and the Restricted Subsidiaries may make Restricted Payments in cash to SMART Global Holdings, Inc., Holdings and any Intermediate Parent and, where applicable, Holdings and such Intermediate Parent may make Restricted Payments in cash in an aggregate amount not to exceed $1,000,000 after the Restatement Effective Date and prior to the first anniversary of the Restatement Effective Date and $200,000 for each year thereafter; (A) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay its Tax liability to the relevant jurisdiction in respect of consolidated, combined, unitary or affiliated returns attributable to the income of the Parent Borrower and its Subsidiaries; provided that Restricted Payments made pursuant to this clause (a)(vi)(Aiv) shall not exceed $10,000,000 in any Fiscal Year of BCF Holdings (with unused amounts from any Fiscal Year available for carry-forward to future Fiscal Years subject to a maximum amount of $20,000,000 in any Fiscal Year); (vi) the Tax liability that the Parent Borrower and/or its Subsidiaries (as applicable) would have incurred were such Taxes determined as if such entity(ies) were a stand-alone taxpayer or a stand-alone group; and provided, further, that Loan Parties may make Restricted Payments under to Burlington Stores, Inc. using a portion of the net proceeds of the Additional Term B-3 Loans on or after the Closing Date to fund Burlington Stores, Inc.’s repurchase or redemption, defeasance or other retirement of the Holdco Notes; (vii) so long as (x) no Event of Default has occurred and is continuing or would result therefrom and (y) the Consolidated Leverage Ratio as of the last day of the most recently ended Fiscal Quarter for which financial statements have been or are then required to have been delivered would be less than or equal to 3.5 to 1.0, any Loan Party or any Restricted Subsidiary may make any Restricted Payment; (viii) so long as (x) no Event of Default has occurred and is continuing or would result therefrom and (y) on a Pro Forma Basis the Consolidated Interest Coverage Ratio is at least 2.00 to 1.00 for the most recently ended period of four Fiscal Quarters for which financial statements have been or were required to be delivered, any Loan Party and any of its Restricted Subsidiaries may make any Restricted Payments from the portion of the Available Amount such Loan Party or such Restricted Subsidiary elects to apply pursuant to this clause (viii); (ix) the Borrower and the Restricted Subsidiaries may declare and make Restricted Payments with respect to its Capital Stock payable solely in shares of Capital Stock of the Borrower that is not Disqualified Capital Stock; (x) the Borrower may make payments (or may make Restricted Payments to any parent, the proceeds of which will be used to make payments) at such times and in such amounts as are necessary to make payments of or on account of (1) monitoring or management or similar fees or transaction fees and (2) reimbursement of out-of-pocket costs, expenses and indemnities, in each case to the Sponsor or any of its Affiliates, in each case to the extent permitted by SECTION 6.07(o) (assuming the Borrower was party thereto); (xi) the Restricted Subsidiaries may make a Restricted Payment as consideration for the acquisition of additional Capital Stock in any Restricted Subsidiary from minority shareholders that are not Affiliates; (xii) Restricted Payments made (A) in respect of working capital adjustments or purchase price adjustments pursuant to any Taxes attributable Permitted Acquisition or other permitted Investments and (B) to satisfy indemnity and other similar obligations under Permitted Acquisitions or other Permitted Investments,; (xiii) Restricted Payments necessary to consummate Investments permitted pursuant to SECTION 6.04; (xiv) the income of Borrower or any Unrestricted Subsidiaries of the Parent Borrower Restricted Subsidiary may be made only make additional Restricted Payments to the extent that such Unrestricted Subsidiaries Restricted Payments are made with Net Proceeds received by the Borrower (or any parent entity) after the Amendment No. 4 Effective DateAugust 13, 2014 from the issuance or sale of Capital Stock of the Borrower that is not Disqualified Capital Stock (or any parent entity) or proceeds of an equity contribution initially made to Parent, in each case to the extent such proceeds have made cash payments for such purpose been contributed to Parent the common equity of the Borrower and have not been applied pursuant to (gg) of the definition of “Permitted Investment”, clause (aa) of the definition of “Permitted Indebtedness” or its Restricted Subsidiariesutilized to also increase the Available Amount; (Bxv) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to Borrower and the Restricted Subsidiaries may make Restricted Payments to allow BCF Holdings (or any parent entity) to pay cash in lieu of fractional Capital Stock in connection with (a) any dividend, split or combination thereof or any Acquisition, Investment or other transaction otherwise permitted hereunder and (b) any conversion request by a holder of convertible Indebtedness (to the extent such conversion request is paid solely in shares of Capital Stock of BCF Holdings (or any parent entity) that is not Disqualified Capital Stock); (xvi) the Borrower and the Restricted Subsidiaries may make Restricted Payments to its direct or indirect parent to declare and pay regular quarterly dividends on its common stock (or similar Capital Stock of Holdings its direct or indirect parent) in an amount not to pay) its operating expenses incurred exceed 6% per year of the aggregate net cash proceeds of the initial public offering of such parent that were actually received by or contributed to the Capital Stock of the Borrower in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses payable to third parties) that are reasonable and customary and incurred in the ordinary course of businessor from such initial public offering; (Cxvii) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to Borrower and the Restricted Subsidiaries may make Restricted Payments consisting of Capital Stock in any Unrestricted Subsidiary, whether pursuant to allow a distribution, dividend or any direct or indirect parent of Holdings to pay) franchise Taxes and other fees, Taxes, and expenses, required to maintain its corporate existencetransaction not prohibited hereunder; (Dxviii) the proceeds making of which shall be used by Holdings to make any Restricted Payment within 60 days after the date of declaration thereof, if at the date of such declaration such Restricted Payment would have complied with another provision of this SECTION 6.06(a); provided that the making of such Restricted Payment will reduce capacity for Restricted Payments permitted by Section 6.08(a)(iv)pursuant to such other provision when so made; (Exix) [Intentionally Omitted]the Loan Parties and their Restricted Subsidiaries may make other Restricted Payments in an aggregate amount, when taken together with all other Restricted Payments made pursuant to this clause (xix) not to exceed the greater of $50,000,000 and 2.0% of Consolidated Total Assets; and (Fxx) the proceeds distributions or payments of which shall be used by Holdings Securitization Fees, sales contributions and other transfers of Securitization Assets or any Intermediate Parent Receivables Assets and purchases of Securitization Assets or Receivables Assets pursuant to pay (a Securitization Repurchase Obligations, in each case in connection with a Qualified Securitization Financing or to make Restricted Payments to allow any direct or indirect parent thereof to pay) fees and expenses related to any equity or debt offering permitted by this Agreement; and (vii) redemptions in whole or in part of any of its Equity Interests for another class of its Equity Interests or with proceeds from substantially concurrent equity contributions or issuances of new Equity Interests; provided that such new Equity Interests contain terms and provisions at least as advantageous to the Lenders in all respects material to their interests as those contained in the Equity Interests redeemed therebya Receivables Facility. (b) Neither Holdings nor the Parent Borrower No Loan Party will, nor will they it permit any other of its Restricted Subsidiary Subsidiaries to, make or agree to pay or make, directly or indirectly, any voluntary payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Junior FinancingSpecified Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Junior Financing, or any other payment (including any payment under any Swap Agreement) that has a substantially similar effect to any of the foregoingSpecified Indebtedness, except: (i) payment payments in Capital Stock (so long as no Change in Control would result therefrom) and payments of interest in-kind of the Loan Parties and their Restricted Subsidiaries; (ii) payments of regularly scheduled interest and principal payments as, in the form of payment and when due in respect of any IndebtednessSpecified Indebtedness (subject to applicable subordination provisions relating thereto); (iii) [Reserved]; (iv) prepayment in whole or in part of Specified Indebtedness from any refinancing of such Specified Indebtedness with the proceeds of (x) any equity securities issued or capital contributions received by any Loan Party (or direct or indirect parent of such Person) or any Restricted Subsidiary for the purpose of making such payment or prepayment and/or (y) other Indebtedness not prohibited hereunder; (v) so long as (x) no Event of Default has occurred and is continuing or would result therefrom and (y) on a Pro Forma Basis the Consolidated Interest Coverage Ratio is at least 2.00 to 1.00 for the most recently ended period of four Fiscal Quarters for which financial statements have been or were required to be delivered, other than any Loan Party and any of its Restricted Subsidiaries may make payments in respect of Specified Indebtedness from the portion of the Available Amount such Loan Party or such Restricted Subsidiary elects to apply pursuant to this clause (v); (vi) refinancings, replacements and renewals of Specified Indebtedness to the extent permitted under this Agreement; (vii) AHYDO catch-up payments relating to Permitted Indebtedness of the Borrower and its Restricted Subsidiaries; (viii) any Junior Financing prohibited by such payments or other distributions in an amount not to exceed the subordination provisions thereofgreater of $50,000,000 and 2.0% of Consolidated Total Assets; and (iiix) so long as (x) no Event of Default has occurred and is continuing or would result therefrom and (y) on a Pro Forma Basis, the conversion Consolidated Leverage Ratio as of the last day of the most recently ended Fiscal Quarter for which financial statements have been or are then required to have been delivered would be less than or equal to 3.5 to 1.0, any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings Loan Party or any of its direct or indirect parent companies or Restricted Subsidiary may make any Intermediate Parentpayment on Specified Indebtedness.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Parent The Borrower willwill not, nor will they the Borrower permit any Restricted Subsidiary to, declare or Intermediate Parent to pay or make, directly or indirectly, make any Restricted Payment, except: (i) each (A) any Restricted Subsidiary may make a Restricted Payments Payment to the Parent Borrower or any other Restricted Subsidiary; (ii) Holdings, any Intermediate Parent, the Parent Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the Equity Interests of such Person; provided that in the case of any such Restricted Payment by a Restricted Subsidiary that is not a wholly-owned Subsidiary of the Parent Borrower (so long as, if the Restricted Subsidiary making the Restricted Payment is not wholly owned (directly or indirectly) by the Borrower, such Restricted Payment is made ratably among the holders of its Equity Interests) and (B) the Borrower may make a Restricted Payment to a Holding Company and any Holding Company may make a Restricted Payment to another Holding Company so long as such Restricted Payment is promptly thereafter contributed to the Parent Borrower or another Loan Party that is not Holdings; provided that, for the avoidance of doubt, a Restricted Payment shall only be permitted pursuant to this Section 6.06(a)(i)(B) to the extent such subsequent contribution does not increase availability or capacity to make Restricted Payments under any provision of this Section 6.06. (ii) Restricted Payments payable solely in shares of Qualified Equity Interests (so long as, in the case of this clause (ii), if the Restricted Subsidiary making the Restricted Payment is not wholly owned (directly or indirectly) by the Borrower, any Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests Payment is made ratably among the holders of the relevant class of its Equity Interests); (iii) Restricted Payments made on in connection with the Effective Date to consummate the Transactionsacquisition of additional Equity Interests in any Holding Company (other than Holdings) or Restricted Subsidiary from minority shareholders; (iv) repurchases of Equity Interests in Holdings (or Restricted Payments by Holdings to allow repurchases of Equity Interest in any direct or indirect parent of Holdings), the Parent Borrower or any Restricted Subsidiary deemed to occur upon the cashless exercise of stock options or warrants if when such Equity Interests represent represents a portion of the exercise price of such options or warrantsthereof; (v) [Intentionally Omitted]Restricted Payments to allow any Parent Entity (or, after an IPO, the Public Company), any Holding Company, the Borrower or any Restricted Subsidiary to purchase a Holding Company’s or any Parent Entity’s (or, after an IPO, the Public Company’s) Equity Interests from present or former consultants, directors, manager, officers or employees of any Parent Entity (or, after an IPO, the Public Company), any Holding Company, the Borrower or any Restricted Subsidiary, or their estates, descendants, family, spouses or former spouses, upon the death, disability or termination of employment of such consultant, director, officer or employee or pursuant to any employee, management, director or manager equity plan, employee, management, director or manager stock option plan or any other employee, management, director or manager benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, manager, officer or consultant of any Parent Entity (or, after an IPO, the Public Company), any Holding Company, the Borrower or any Restricted Subsidiary, provided that the aggregate amount of payments under this clause (v) subsequent to the Closing Date (net of proceeds received by the Borrower subsequent to the date hereof in connection with resales of any stock or common stock #91301181v32 options so purchased (which amounts, to the extent that such cash proceeds from the issuance of any such stock are utilized to make payments pursuant to this clause in excess of the amounts otherwise permitted hereunder, are Not Otherwise Applied)) per fiscal year shall not exceed the greater of (x) $7,500,000 and (y) 7.5% of LTM EBITDA (provided that, after the occurrence of an IPO, such amount shall be of the greater of $15,000,000 and 15% of LTM EBITDA) calculated on a Pro Forma Basis as of the Applicable Date of Determination (with unused amounts in any fiscal year being carried over to the next succeeding fiscal year), plus the amount of any key-man life insurance policies; provided that the cancellation of Indebtedness owing to Holdings or any of the Subsidiaries (and not involving a cash advance made by Holdings or any of the Subsidiaries) in connection with a repurchase of any such Equity Interests and the redemption or cancellation of such Equity Interests without cash payment will not be deemed to constitute a Restricted Payment for purposes of this covenant or any other provision of this Agreement; (vi) any Intermediate ParentRestricted Payments pursuant to Intercompany License Agreements; (vii) Restricted Payments (i) to consummate the Transactions (including, but not limited to, the Parent Borrower Closing Date Distribution); it being understood that any such Restricted Payments shall be made substantially concurrently with the Closing Date, (ii) in respect of working capital adjustments or purchase price adjustments pursuant to the Recapitalization Agreement, any Permitted Acquisition or other permitted Investments (other than pursuant to Section 6.04(aa)), (iii) to satisfy indemnity and other similar obligations under the Recapitalization Agreement, Permitted Acquisitions or other permitted Investments, and (iv) to dissenting stockholders in connection with, or as a result of, their exercise of appraisal rights and the settlement of any claims or actions (whether actual, contingent or potential) with respect thereto (including any accrued interest), in each case of this clause (vii), with respect to Investments permitted hereunder; (viii) Restricted Subsidiaries may Payments necessary to consummate transactions permitted pursuant to Section 6.03 and to make Investments permitted pursuant to Section 6.04 (other than pursuant to Section 6.04(aa)); (ix) forgiveness or cancellation of any Indebtedness owed to any Holding Company or any Restricted Subsidiary (and not involving a cash advance made by any Holding Company or any Restricted Subsidiary) issued for repurchases of any Equity Interests of a Parent Entity (or, after an IPO, the Public Company’s), Holdings, a Holding Company or the Borrower; (i) additional Restricted Payments; provided that (a) no Event of Default has occurred and is continuing or would result therefrom and (b) the Total Net Leverage Ratio after giving effect thereto on a Pro Forma Basis as of the Applicable Date of Determination is less than or equal to 6.25 to 1.00 and (ii) additional Restricted Payments in an amount not in excess of the Available Excluded Contribution Amount so long as no Event of Default has occurred and is continuing or would result from the making of such Restricted Payment; (xi) distributions or payments of Securitization Fees, sales contributions and other transfers of Securitization Assets or Receivables Assets and purchases of Securitization Assets or Receivables Assets pursuant to Securitization Repurchase Obligations, in each case in connection with a Qualified Securitization Financing or a Receivables Facility; #91301181v32 (xii) Restricted Payments the proceeds of which shall be used to pay customary costs, fees and expenses related to any unsuccessful equity or debt offering permitted by this Agreement; (xiii) Restricted Payments to (a) pay cash in lieu of fractional Equity Interests in connection with any dividend, split or combination thereof or any Acquisition, Investment or other transaction otherwise permitted hereunder, and (b) honor any conversion request by a holder of convertible Indebtedness (to SMART Global Holdings, Inc., the extent such conversion request is paid solely in shares of Qualified Equity Interests of Holdings (or any Parent Entity)) and make cash payments in lieu of fractional shares in connection with any Intermediate Parent and, where applicable, Holdings such conversion and such Intermediate Parent may make payments on convertible Indebtedness in accordance with its terms; (xiv) Restricted Payments in cash in an aggregate amount not to exceed $1,000,000 after the Restatement Effective Date and prior to the first anniversary of the Restatement Effective Date and $200,000 for each year thereafter; (A) the proceeds greater of which shall be used by Holdings or any Intermediate Parent to pay its Tax liability to the relevant jurisdiction in respect (x) $25,000,000 and (y) 25.0% of consolidated, combined, unitary or affiliated returns attributable to the income LTM EBITDA calculated on a Pro Forma Basis as of the Parent Borrower and its SubsidiariesApplicable Date of Determination (less any amounts reallocated to Section 6.04(q)(B) or Section 6.06(b)(vi)(A)) plus (B) the Available Amount; provided provided, however, that at the time of making such Restricted Payments made Payment pursuant to this clause (a)(vi)(AB), no Event of Default pursuant to Sections 7.01(a), (b), (h) shall not exceed the Tax liability that the Parent Borrower and/or its Subsidiaries or (as applicablei) has occurred and is continuing or would have incurred were such Taxes determined as if such entity(iesresult therefrom; (xv) were a stand-alone taxpayer or a stand-alone group; and provided, further, that Restricted Payments under this clause (A) in respect of any Taxes attributable to the income of any Unrestricted Subsidiaries of the Parent Borrower may be made only to the extent that such Unrestricted Subsidiaries Restricted Payments are made with (A) any capital contributions made in cash by any Person other than a Restricted Subsidiary to Holdings after the Closing Date (other than any Cure Amount) to the extent Not Otherwise Applied; and (B) any Net Proceeds of any issuance of Qualified Equity Interests after the Closing Date of Holdings (other than any Cure Amount) to any Person other than a Restricted Subsidiary to the extent Not Otherwise Applied, and to the extent, in each case, such contributions and Net Proceeds have made cash payments for such purpose been contributed to Parent the Qualified Equity Interests of the Borrower or its Restricted Subsidiariesany other Loan Party (other than Holdings); (Bxvi) the proceeds of which Restricted Payments at such times and in such amounts as shall be used by Holdings necessary to permit any Parent Entity and any Holding Company to discharge their respective general corporate and overhead or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting franchise and similar expenses taxes required to maintain its corporate existence, customary salary, bonus and other benefits payable to third partiesofficers and employees of any Holding Companies or any Parent Entity and directors fees and director and officer indemnification obligations) that are reasonable and customary and incurred in the ordinary course of business; (Cxvii) Restricted Payments to Holding Companies and any Parent Entities at such times and in such amounts as are necessary to make Permitted Investor Payments; (xviii) Restricted Payments made (i) in connection with reorganizations and other activities related to tax planning and reorganization; provided that, in the good-faith judgment of the Borrowers and Administrative Agent, after giving effect to any such reorganizations and activities, there is no material adverse impact on the value of the (A) Collateral granted to the Collateral Agent for the benefit of the Secured Parties or (B) Guarantees of the Obligations pursuant to the Guaranty, (ii) in connection with, and reasonably related to, the consummation of an IPO, or (iii) to pay costs and expenses related to an IPO (whether or not such IPO is in fact consummated) and, after the consummation of an IPO, Public Company Costs; (xix) after an IPO, cash Restricted Payments to equity holders of the Public Company in an aggregate amount per annum not exceeding the sum of (x) 7.0% of Market Capitalization plus (y) 6.0% of the Net Cash Proceeds received by the Loan #91301181v32 Parties from such IPO to the extent Not Otherwise Applied; provided that no Event of Default has occurred and is continuing or would result therefrom; (xx) the proceeds making of any Restricted Payment within sixty (60) days after the date of declaration thereof, if at the date of such declaration such Restricted Payment would have complied with another provision of this Section 6.06(a); provided that the making of such declaration will reduce capacity for Restricted Payments pursuant to such other provision when such declaration is made; (xxi) for so long as the Borrower is a member of a consolidated, combined, or similar group for U.S. federal, state, or local income tax purposes of which shall be used by Holdings (or any Intermediate Parent Entity) is the parent (or is an entity disregarded as separate from a member of any such group), Restricted Payments to Holdings to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings such Parent Entity to pay) franchise Taxes tax liabilities (to the extent such tax liabilities are attributable to the Borrower and other feesits Restricted Subsidiaries and, Taxesto the extent of amounts actually received from its Unrestricted Subsidiaries, and expensesits Unrestricted Subsidiaries) in an amount not to exceed the amount of any U.S. federal, required to maintain state and/or local income taxes that the Borrower, its Restricted Subsidiaries and/or its Unrestricted Subsidiaries, as applicable, would have paid for such taxable period had the Borrower, its Restricted Subsidiaries and/or its Unrestricted Subsidiaries, as applicable, been a stand-alone corporate existence; (D) the proceeds of which shall be used by Holdings to make Restricted Payments permitted by Section 6.08(a)(iv); (E) [Intentionally Omitted]taxpayer or a stand-alone corporate group; and (Fxxii) the proceeds distribution, by dividend or otherwise, of Equity Interests of or Indebtedness owed to Holdings, the Borrower or a Restricted Subsidiary by Unrestricted Subsidiaries (other than Unrestricted Subsidiaries, the primary assets of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent thereof to pay) fees are cash and expenses related to any equity or debt offering permitted by this Agreement; and (vii) redemptions in whole or in part of any of its Equity Interests for another class of its Equity Interests or with proceeds from substantially concurrent equity contributions or issuances of new Equity Interests; provided that such new Equity Interests contain terms and provisions at least as advantageous to the Lenders in all respects material to their interests as those contained in the Equity Interests redeemed therebyCash Equivalents). (b) Neither Holdings nor the Parent The Borrower willwill not, nor will they the Borrower permit any other Restricted Subsidiary to, make any voluntary or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Junior Financing, or any optional payment or other distribution (whether in cash, securities or other property), of or in respect of principal or interest (including any sinking fund or similar deposit, on account by way of the optional or voluntary purchase, redemption, retirement, acquisition, cancellation or termination termination, in each case prior to the final scheduled maturity thereof) of any Junior Financing, Indebtedness that is by its terms subordinated in right of payment to all or any other payment (including any payment under any Swap Agreement) that has a substantially similar effect to any portion of the foregoing, Obligations except: (i) payment of regularly scheduled interest and principal payments (and fees, indemnities and expenses payable) as, in the form of payment and when due in respect of any Indebtedness, other than payments such Indebtedness to the extent not prohibited by any subordination or intercreditor provisions in respect of any Junior Financing prohibited by the subordination provisions thereof; and; (ii) the conversion a Permitted Refinancing of any Junior Financing such Indebtedness to the extent such Permitted Refinancing is permitted by Section 6.01; (iii) payments of intercompany Indebtedness permitted under Section 6.01 to the extent not prohibited by any subordination provisions in respect thereof; (iv) conversions, exchanges, redemptions, repayments or prepayments of such Indebtedness into, or for, Equity Interests (other than Disqualified Equity Interests, except to the extent permitted under Section 6.01(y)) of any Parent Entity or Holdings; (v) AHYDO Catch-Up Payments relating to Indebtedness of the Borrower and the Restricted Subsidiaries so long as no Event of Default under Section 7.01(a), (b), (h) or (i) has occurred and is continuing; #91301181v32 (vi) any such payments or other distributions in an amount not to exceed (A) the greater of (x) $25,000,000 and (y) 25.0% of LTM EBITDA calculated on a Pro Forma Basis as of the Applicable Date of Determination (plus unused amounts under Section 6.06(a)(xiv) (A) reallocated to this clause (vi)(A), but less any amounts reallocated from this clause (vi)(A) to Section 6.04(q)(B)) plus (B) the Available Amount; provided, however, that in the case of payments or distributions made pursuant to this clause (vi)(B), at the time of making such payment or distribution, no Event of Default pursuant to Section 7.01(a), (b), (h) or (i) has occurred and is continuing or would result therefrom; (vii) payments or distributions made with (A) any capital contributions made in cash by any Person other than a Restricted Subsidiary to Holdings after the Closing Date (other than any Cure Amount) to the extent Not Otherwise Applied; and (B) any Net Proceeds of any issuance of Qualified Equity Interests after the Closing Date of Holdings (other than any Cure Amount) to any Person other than a Restricted Subsidiary to the extent Not Otherwise Applied, and to the extent, in each case, such Net Proceeds and contributions have been contributed to the Qualified Equity Interests of the Borrower or any other Loan Party (other than Holdings); (viii) the payment, redemption, repurchase, retirement, termination or cancellation of its direct Indebtedness within sixty (60) days of the date of the Redemption Notice if, at the date of any payment, redemption, repurchase, retirement, termination or indirect parent companies cancellation notice in respect thereof (the “Redemption Notice”), such payment, redemption, repurchase, retirement termination or cancellation would have complied with another provision of this Section 6.06(b); provided that such payment, redemption, repurchase, retirement termination or cancellation shall reduce capacity under such other provision; and (ix) (i) any Holding Company or any Intermediate ParentRestricted Subsidiary may make additional payments and distributions; provided that the Total Net Leverage Ratio after giving effect thereto on a Pro Forma Basis as of the Applicable Date of Determination is less than or equal to 6.25 to 1.00 and (ii) any Holding Company or any Restricted Subsidiary may make additional payments and distributions in an amount not to exceed the Available Excluded Contribution Amount so long as no Event of Default has occurred and is continuing or would result from the making of such payment or distribution.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Parent The Borrower willwill not, nor will they it permit any Restricted Subsidiary to, declare or Intermediate Parent make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except: (i) each Restricted Subsidiary Subsidiaries may make Restricted Payments declare and pay dividends ratably with respect to the Parent Borrower or any other Restricted Subsidiarytheir Equity Interests; (ii) Holdings, any Intermediate Parentprovided that no Default has occurred and is continuing or would result therefrom, the Parent Borrower may make Restricted Payments (including cash payments of patronage dividends and each Restricted Subsidiary may declare of revolvements and make dividend payments or other distributions payable solely in the Equity Interests of such Person; provided that in the case of any such Restricted Payment by a Restricted Subsidiary that is not a wholly-owned Subsidiary of the Parent Borrower, such Restricted Payment is made to the Parent Borrower, any Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class redemptions of Equity Interests) on any Payment Date in an amount not in excess of the sum of (w) $60,500,000, plus (x) 50% of the Borrower’s cumulative Consolidated Net Income during each Non-Investment Grade RP Period plus (y) 100% of the Borrower’s cumulative Consolidated Net Income during each Investment Grade RP Period minus (z) the aggregate amount of Restricted Expenditures during the relevant Calculation Period (after giving effect to any other Restricted Expenditures to be made on such Payment Date); (iii) Restricted Payments made on if a Default has occurred and is continuing or would result therefrom, the Effective Date Borrower may make payments of patronage dividends and of revolvements and redemptions at such times and in such minimum amounts as may be necessary to consummate permit each allocation of the Transactions;Borrower’s patronage earnings to a member to be deemed a “qualified written notice of allocation” as defined in Section 1388(c)(1) of the Internal Revenue Code; and (iv) repurchases of Equity Interests in Holdings (or Restricted Payments by Holdings the Borrower may pay dividends not exceeding $100,000 per annum with respect to allow repurchases of Equity Interest in any direct or indirect parent of Holdings), the Parent Borrower or any Restricted Subsidiary deemed to occur upon exercise of its preferred stock options or warrants if such Equity Interests represent a portion issued and outstanding as of the exercise price of such options or warrants; (v) [Intentionally Omitted]; (vi) any Intermediate Parent, the Parent Borrower and the Restricted Subsidiaries may make Restricted Payments in cash to SMART Global Holdings, Inc., Holdings and any Intermediate Parent and, where applicable, Holdings and such Intermediate Parent may make Restricted Payments in cash in an aggregate amount not to exceed $1,000,000 after the Restatement Effective Date and prior to in accordance with the first anniversary of terms thereof on the Restatement Effective Date and $200,000 for each year thereafter; (A) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay its Tax liability to the relevant jurisdiction in respect of consolidated, combined, unitary or affiliated returns attributable to the income of the Parent Borrower and its Subsidiaries; provided that Restricted Payments made pursuant to this clause (a)(vi)(A) shall not exceed the Tax liability that the Parent Borrower and/or its Subsidiaries (as applicable) would have incurred were such Taxes determined as if such entity(ies) were a stand-alone taxpayer or a stand-alone group; and provided, further, that Restricted Payments under this clause (A) in respect of any Taxes attributable to the income of any Unrestricted Subsidiaries of the Parent Borrower may be made only to the extent that such Unrestricted Subsidiaries have made cash payments for such purpose to Parent Borrower or its Restricted Subsidiaries; (B) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses payable to third parties) that are reasonable and customary and incurred in the ordinary course of business; (C) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) franchise Taxes and other fees, Taxes, and expenses, required to maintain its corporate existence; (D) the proceeds of which shall be used by Holdings to make Restricted Payments permitted by Section 6.08(a)(iv); (E) [Intentionally Omitted]; and (F) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent thereof to pay) fees and expenses related to any equity or debt offering permitted by this Agreement; and (vii) redemptions in whole or in part of any of its Equity Interests for another class of its Equity Interests or with proceeds from substantially concurrent equity contributions or issuances of new Equity Interests; provided that such new Equity Interests contain terms and provisions at least as advantageous to the Lenders in all respects material to their interests as those contained in the Equity Interests redeemed therebyDate. (b) Neither Holdings nor the Parent The Borrower willwill not, nor and will they not permit any other Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Junior FinancingIndebtedness, any indebtedness owed to the trust entity that has issued the Capital Securities, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Junior Financing, or any other payment (including any payment under any Swap Agreement) that has a substantially similar effect to any of the foregoingIndebtedness, except: (i) payment of Indebtedness created under the Loan Documents; (ii) payment of regularly scheduled interest and principal payments as, in the form of payment as and when due in respect of any Indebtedness, other than payments in respect of any Junior Financing the Capital Securities prohibited by the subordination provisions thereof; (iii) mandatory payments by a Securitization Vehicle on Third Party Securities; (iv) in addition to any purchases pursuant to clause (vii), the Borrower may make repurchases of Senior Notes and Senior Second Lien Notes on any Payment Date after the Effective Date in an amount not in excess of the sum of (w) $60,500,000 plus (x) 50% of the Borrower’s cumulative Consolidated Net Income during each Non-Investment Grade RP Period, plus (y) 100% of the Borrower’s cumulative Consolidated Net Income during each Investment Grade RP Period, minus (z) the aggregate amount of Restricted Expenditures during the relevant Calculation Period (after giving effect to any other Restricted Expenditures to be made on such Payment Date); provided that (A) immediately after giving effect to any such repurchase (and the Repurchase Expenditures made or to be made in connection therewith) the aggregate amount of the unused Commitments is not less than $100,000,000, (B) no Default exists at the time of and after giving effect to any such repurchase, (C) the aggregate amount of Repurchase Expenditures effected pursuant to this clause (iv) shall not exceed the aggregate amount of increases in the Commitments effected pursuant to Section 2.18, and (D) at the time of any such repurchase, the Senior Secured Debt to EBITDA Ratio is not greater than 1.50 to 1.00 (or, if the Collateral has been released from the Liens of the Security Documents pursuant to Section 9.14, the Senior Debt to EBITDA Ratio is not greater than 2.00 to 1.00); (v) refinancings of Indebtedness to the extent permitted by Section 6.01; (vi) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; and (iivii) in addition to any purchases pursuant to clause (iv), the Borrower may, after the Effective Date, repurchase any combination of the Senior Notes, the Senior Second Lien Notes and/or the Capital Securities for cumulative Repurchase Expenditures in an amount not greater than $150,000,000; provided that (A) immediately after giving effect to any such repurchase (and the Repurchase Expenditures made or to be made in connection therewith) the conversion aggregate amount of the unused Commitments is not less than $100,000,000, and (B) no Default exists at the time of and after giving effect to any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parent companies or any Intermediate Parentsuch repurchase.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Parent Borrower will, nor will they permit any Restricted Subsidiary to, declare or Intermediate Parent make, or agree to pay or make, directly or indirectly, any Restricted Payment, except: or incur any obligation (contingent or otherwise) to do so, except (i) each Holdings may declare and pay dividends with respect to its capital stock payable solely in additional shares of its common stock, (ii) Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iii) Holdings may make Restricted Payments (and the Borrower may make Restricted Payments to Holdings to enable Holdings to make such Restricted Payments), not exceeding $4,000,000 during any fiscal year, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries, (iv) the Borrower may pay dividends to Holdings at such times and in such amounts, not exceeding $2,000,000 during any fiscal year, as shall be necessary to permit Holdings to pay reasonable administrative expenses incurred in the ordinary course of its business, (v) Holdings may make Restricted Payments (and the Borrower may make Restricted Payments to Holdings to enable Holdings to make such Restricted Payments), not exceeding in any fiscal year the sum of (A) $5,000,000 plus (B) an amount not to exceed an additional $5,000,000 less the amount of Restricted Payments made by Holdings (and the Borrower) in reliance on this clause (v) during the prior fiscal year and not exceeding $20,000,000 in the aggregate from the Effective Date, to repurchase Equity Interests in Holdings owned by employees or former employees of the Borrower or the Subsidiaries pursuant to the terms of agreements (including employment agreements) with such employees, (vi) the Borrower may make Restricted Payments to Holdings to enable Holdings to pay management fees pursuant to the Management Agreement that are permitted to be paid pursuant to clause (c) of Section 6.09, (vii) the Borrower may make Restricted Payments to Holdings, and any Restricted Subsidiary may make Restricted Payments to any Restricted Subsidiary, the Parent Borrower or any other Restricted Subsidiary; (ii) to Holdings, to pay any Intermediate Parent, Tax with respect to income attributable to the Parent Borrower and each party making such Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in Payments as the Equity Interests result of such Person; provided party being a member of a consolidated, affiliated or unitary group (for tax purposes) that in includes Holdings as its parent, (viii) the case of any such Restricted Payment by a Restricted Subsidiary that is not a wholly-owned Subsidiary of the Parent Borrower, such Restricted Payment is made to the Parent Borrower, any Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity Interests; (iii) Restricted Payments made on the Effective Date to consummate the Transactions; (iv) repurchases of Equity Interests in Holdings (or Restricted Payments by Holdings to allow repurchases of Equity Interest in any direct or indirect parent of Holdings), the Parent Borrower or any Restricted Subsidiary deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants; (v) [Intentionally Omitted]; (vi) any Intermediate Parent, the Parent Borrower and the Restricted Subsidiaries may make Restricted Payments to Holdings at such times and in such amounts as shall be necessary to enable Holdings to make interest payments in cash on Permitted Holdings Debt (that is not Permitted Holdings PIK Debt) as and when due; provided, that at the time of and after giving effect to SMART Global Holdingseach Restricted Payment made in reliance upon this clause (viii), Inc.the Borrower and its Restricted Subsidiaries are in compliance with the covenants contained in Sections 6.12 and 6.13 as of the end of the most recent fiscal quarter for which financial statements are available assuming that Total Debt or Total Senior Secured Debt, as applicable, as of the last day of such quarter had been equal to the Total Debt or Total Senior Secured Debt, as applicable, as of the date of such Restricted Payment after giving effect to such Restricted Payment, (ix) Holdings and any Intermediate Parent and, where applicable, Holdings and such Intermediate Parent the Borrower may make additional Restricted Payments in cash for the purposes contemplated by clauses (iii) through (v) of this Section 6.08(a) in an aggregate amount not to exceed $1,000,000 after 10,000,000 from the Restatement Effective Date and prior to Date, (x) the first anniversary Borrower may prepay, redeem or acquire any Subordinated Debt with the Net Proceeds of the Restatement Effective Date and $200,000 for each year thereafter; (A) Permitted Refinancing Indebtedness, (B) up to $40,000,000 in Net Proceeds from Incremental Term Loans, Revolving Commitment Increases or availability under the proceeds Revolving Commitments, provided that use of which the Net Proceeds from any such Revolving Commitments shall not be permitted unless, after giving effect to such prepayment, redemption or acquisition, availability under the Revolving Commitments shall be used at least $25,000,000, (C) any issuance of Equity Interests by Holdings, or (D) subject to Section 6.01(d), Permitted Holdings Debt (provided, in each case, that any Subordinated Debt so prepaid, redeemed or any Intermediate Parent to pay its Tax liability acquired is cancelled and retired) and (xi) in addition to the relevant jurisdiction foregoing Restricted Payments, the Borrower may make Restricted Payments, in respect of consolidated, combined, unitary or affiliated returns attributable an aggregate amount not to exceed the income remaining Permitted Restricted Payment Amount as of the Parent Borrower and its Subsidiaries; provided that date of any such Restricted Payments made Payment pursuant to this clause (a)(vi)(Axi), provided that, at the time of and after giving effect to any such Restricted Payment pursuant to this clause (xi), the Borrower is in compliance with each Financial Covenant, determined on a pro forma basis as of the end of the most recent fiscal quarter for which financial statements are available as though such Restricted Payment had been made on the last day of such fiscal quarter and as though Total Debt and Total Senior Secured Debt as of the end of such fiscal quarter were equal to Total Debt or Total Senior Secured Debt, as applicable, as of the date of and after giving effect to such Restricted Payment; provided further that any Restricted Payment otherwise permitted by clause (iii) and clauses (v) through (xi) above shall not exceed be permitted if at the Tax liability that the Parent Borrower and/or its Subsidiaries (as applicable) would time thereof and after giving effect thereto a Default shall have incurred were such Taxes determined as if such entity(ies) were a stand-alone taxpayer or a stand-alone groupoccurred and be continuing; and provided, provided further, that Restricted Payments under this clause the provisions of clauses (Aiii) in respect of any Taxes attributable to the income of any Unrestricted Subsidiaries of the Parent Borrower may be made only to the extent through (ix) above that such Unrestricted Subsidiaries have made cash payments for such purpose to Parent Borrower permit certain dividends or its Restricted Subsidiaries; (B) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make other Restricted Payments to allow any direct Holdings shall not be construed to permit the payment of dividends or indirect parent of Holdings to pay) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses payable to third parties) that are reasonable and customary and incurred in the ordinary course of business; (C) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent other holder of Holdings to pay) franchise Taxes and other fees, Taxes, and expenses, required to maintain its corporate existence; (D) the proceeds of which shall be used by Holdings to make Restricted Payments permitted by Section 6.08(a)(iv); (E) [Intentionally Omitted]; and (F) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent thereof to pay) fees and expenses related to any equity or debt offering permitted by this Agreement; and (vii) redemptions in whole or in part of any of its Equity Interests for another class of its Equity Interests or with proceeds from substantially concurrent equity contributions or issuances of new Equity Interests; provided that such new Equity Interests contain terms and provisions at least as advantageous to the Lenders in all respects material to their interests as those contained in the Equity Interests redeemed therebyBorrower. (b) Neither Holdings nor the Parent Borrower will, nor will they permit any other Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Junior FinancingIndebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation cancelation or termination of any Junior Financing, or any other payment (including any payment under any Swap Agreement) that has a substantially similar effect to any of the foregoingIndebtedness, except: (i) payment of Indebtedness created under the Loan Documents; (ii) payment of regularly scheduled interest and principal payments as, in the form of payment as and when due in respect of any Indebtedness, other than payments in respect of any Junior Financing the Subordinated Debt prohibited by the subordination provisions thereof; (iii) refinancings of Indebtedness to the extent that the Indebtedness incurred to refinance such other Indebtedness is permitted under Section 6.01; (iv) refinancings of Indebtedness with the Net Proceeds of any issuance of Equity Interests by Holdings to any Person other than the Borrower or any Restricted Subsidiary; (v) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; (vi) repayment of all amounts outstanding under the Existing Credit Agreement; and (iivii) the conversion of any Junior Financing payments made to Equity Interests prepay, redeem or acquire Subordinated Debt pursuant to and in compliance with clause (other than Disqualified Equity Interestsx) or (xi) of Holdings paragraph (a) of this Section; provided that any Subordinated Debt so prepaid, redeemed or any of its direct or indirect parent companies or any Intermediate Parentacquired is cancelled and retired.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Parent Borrower will, nor will they permit any Restricted Subsidiary or Intermediate Parent to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except: (i) each Restricted Subsidiary may make Restricted Payments to the Parent Borrower or any other Restricted Subsidiary; (ii) Holdings, any Intermediate Parent, the Parent Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the Equity Interests of such Person; provided that in the case of any such Restricted Payment by a Restricted Subsidiary that is not a wholly-owned Wholly Owned Subsidiary of the Parent Borrower, such Restricted Payment is made to the Parent Borrower, any Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity Interests; (iii) Restricted Payments made on the Effective Date to consummate the Transactions[Reserved]; (iv) repurchases of Equity Interests in Holdings (or Restricted Payments by Holdings to allow repurchases of Equity Interest Interests in any direct or indirect parent of Holdings), the Parent Borrower or any Restricted Subsidiary deemed to occur upon the exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;; 144 (v) [Intentionally Omitted]Holdings may redeem, acquire, retire or repurchase its Equity Interests (or any options or warrants or stock appreciation rights issued with respect to any of such Equity Interests) (or make Restricted Payments to allow any of Holdings’ direct or indirect parent companies or any Employee Holding Vehicle to so redeem, retire, acquire or repurchase Equity Interests of Holdings or such entity) held by current or former officers, managers, consultants, directors and employees or their permitted transferees (or their respective estates, executors, trustees, administrators, heirs, legatees or distributes) of Holdings (or any direct or indirect parent thereof), the Borrower and the Restricted Subsidiaries, or held by any Employee Holding Vehicle for the benefit of any of the foregoing, upon the death, disability, retirement or termination of employment of any such Person or otherwise in accordance with any stock option or stock appreciation rights plan, any management, director and/or employee stock ownership or incentive plan, stock subscription plan, employment termination agreement or any other employment agreements or equity holders’ agreement, in an aggregate amount after the Restatement Effective Date together with the aggregate amount of loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (v) not to exceed $15,000,000 in any calendar year with unused amounts in any calendar year (including in any event $15,000,000 of carry-forward under the Existing Credit Agreement carried into calendar year 2016) being carried over to succeeding calendar years subject to a maximum of $30,000,000 in any calendar year (without giving effect to the following proviso); provided that such amount in any calendar year may be increased by an amount not to exceed the cash proceeds of key man life insurance policies received by the Borrower or its Restricted Subsidiaries after the Restatement Effective Date and not previously applied pursuant to this clause (v); (vi) so long as the Borrower and Holdings are each treated as a pass-through or disregarded entity (a “Flow-Through Entity”) for U.S. federal and state income tax purposes, Borrower may make distributions to Holdings and Holdings may make distributions to its members for Permitted Tax Distributions at such times and with respect to such periods as Tax Distributions (as defined in the Holdings LLC Agreement) are required to be made or designated pursuant to the Holdings LLC Agreement; provided that if Holdings is not a Flow-Through Entity, so long as Borrower is a Flow-Through Entity, Borrower may make Permitted Tax Distributions to Holdings on a quarterly basis and at the end of a Taxable Year (with the determination of the Permitted Tax Distributions to be made by substituting Borrower for Holdings in the applicable definitions); provided further that Restricted Payments under this clause (vi) in respect of any taxes attributable to the income of any Unrestricted Subsidiaries of the Borrower may be made only to the extent that such Unrestricted Subsidiaries have made cash payments for such purpose to the Borrower or its Restricted Subsidiaries; (vii) any Intermediate Parent, the Parent Borrower and the Restricted Subsidiaries may make Restricted Payments in cash to SMART Global Holdings, Inc., Holdings and any Intermediate Parent and, where applicable, Holdings and such Intermediate Parent may make Restricted Payments in cash in an aggregate amount not to exceed $1,000,000 after the Restatement Effective Date and prior to the first anniversary of the Restatement Effective Date and $200,000 for each year thereafter;cash: (A) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay its Tax liability to the relevant jurisdiction in respect of consolidated, combined, unitary or affiliated returns attributable to the income of the Parent Borrower and its Subsidiaries; provided that Restricted Payments made pursuant to this clause (a)(vi)(A) shall not exceed the Tax liability that the Parent Borrower and/or its Subsidiaries (as applicable) would have incurred were such Taxes determined as if such entity(ies) were a stand-alone taxpayer or a stand-alone group; and provided, further, that Restricted Payments under this clause (A) in respect of any Taxes attributable to the income of any Unrestricted Subsidiaries of the Parent Borrower may be made only to the extent that such Unrestricted Subsidiaries have made cash payments for such purpose to Parent Borrower or its Restricted Subsidiaries; (B) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) (1) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses payable to third parties) that are reasonable and customary and incurred in the ordinary course of business, in an aggregate amount together with the aggregate amount of loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (a)(vii)(A) not to exceed $4,000,000 in any fiscal year, plus any reasonable and customary indemnification claims made by directors or officers of Holdings (or any parent thereof) attributable to the ownership or operations of Holdings and the Restricted Subsidiaries or otherwise payable by Holdings pursuant to the Holdings LLC Agreement and (2) fees and expenses (x) due and payable by any of the Restricted Subsidiaries and (y) otherwise permitted to be paid (but not paid) by such Restricted Subsidiary under this Agreement; (CB) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) franchise Taxes taxes and other fees, Taxes, taxes and expenses, expenses required to maintain its corporate organizational existence; (DC) the proceeds of which shall be used by Holdings to make Restricted Payments permitted by Section 6.08(a)(iv) or Section 6.08(a)(v); (ED) [Intentionally Omitted]to finance any Investment permitted to be made pursuant to Section 6.04; andprovided that (A) such Restricted Payment shall be made substantially concurrently with the closing of such Investment and (B) Holdings or any Intermediate Parent shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests but not including any loans or advances made pursuant to Section 6.04(b)) to be contributed to the Borrower or the Restricted Subsidiaries or (2) the Person formed or acquired to merge into or consolidate with the Borrower or any of the Restricted Subsidiaries (to the extent 146 such merger or consolidation is permitted under Section 6.03) in order to consummate such Investment, in each case in accordance with the requirements of Sections 5.11 and 5.12; (FE) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent thereof to pay) fees and expenses related to any equity or debt offering permitted by this Agreement; and (viiF) the proceeds of which shall be used to make payments permitted by clause (b)(iv) of this Section 6.08; (viii) in addition to the foregoing Restricted Payments and so long as (x) no Default shall have occurred and be continuing or would result therefrom and (y) the Borrower would be in compliance with the covenants set forth in Sections 6.12 and 6.13 on a Pro Forma Basis as of the end of the most recent Test Period for which financial statements are available (after giving Pro Forma Effect to such additional Restricted Payments), the Borrower and any Intermediate Parent may make additional Restricted Payments to any Intermediate Parent and Holdings the proceeds of which may be utilized by Holdings to make additional Restricted Payments or by Holdings or any Intermediate Parent to make any payments in respect of any Permitted Holdings Debt, in an aggregate amount, together with the aggregate amount of (1) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings made pursuant to Section 6.08(b)(iv) and (2) loans and advances made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (viii), in each case, after the Restatement Effective Date, not to exceed (x) $25,000,000 plus (y) the aggregate amount of the Net Proceeds of the issuance of, or contribution in respect of existing, Qualified Equity Interests, in each case to the extent contributed to the Borrower as cash common equity after the Closing Date (other than any such issuance or contribution made pursuant to Section 7.02 or any issuance to or contribution from a Restricted Subsidiary) that are Not Otherwise Applied, plus (z) the amount of Cumulative Excess Cash Flow that is Not Otherwise Applied; and (ix) redemptions in whole or in part of any of its Equity Interests for another class of its Equity Interests or with proceeds from substantially concurrent equity contributions or issuances of new Equity Interests; provided that such new Equity Interests contain terms and provisions at least as advantageous to the Lenders in all respects material to their interests as those contained in the Equity Interests redeemed thereby. (b) Neither Holdings nor the Parent Borrower will, nor will they permit any other Restricted Subsidiary or Intermediate Parent to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities 147 or other property) of or in respect of principal of or interest on any Junior Financing, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Junior Financing, or any other payment (including any payment under any Swap Agreement) that has a substantially similar effect to any of the foregoing, except: (i) payment of regularly scheduled interest and principal payments as, in the form of payment as and when due in respect of any Indebtedness, other than payments in respect of any Junior Financing prohibited by the subordination provisions thereof; and; (ii) refinancings of Indebtedness to the extent permitted by Section 6.01; (iii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parent companies or any Intermediate Parent; and (iv) so long as (x) no Default shall have occurred and be continuing or would result therefrom and (y) the Borrower would be in compliance with the covenants set forth in Sections 6.12 and 6.13 on a Pro Forma Basis as of the end of the most recent Test Period for which financial statements are available (after giving Pro Forma Effect to such prepayments, redemptions, purchases, defeasances and other payments), prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount, together with the aggregate amount of (1) Restricted Payments made pursuant to clause (a)(viii) and (2) loans and advances made pursuant to Section 6.04(l) in lieu thereof, in each case, after the Restatement Effective Date, not to exceed the sum of (x) $25,000,000 plus (y) the amount of the Net Proceeds of issuances of, or contributions in respect of existing, Qualified Equity Interests, in each case to the extent contributed to the Borrower as cash common equity after the Closing Date (other than any such issuance or contribution made pursuant to Section 7.02 or any issuance to or contribution from a Restricted Subsidiary) that are Not Otherwise Applied plus (z) the amount of Cumulative Excess Cash Flow that is Not Otherwise Applied.