SEVERANCE AND CHANGE OF CONTROL AGREEMENTSeverance and Change of Control Agreement • January 4th, 2011 • SMART Modular Technologies (WWH), Inc. • Semiconductors & related devices • California
SEVERANCE AND CHANGE OF CONTROL AGREEMENT (“Agreement”), dated as of December 10, 2010 (the “Effective Date”) by and between SMART Modular Technologies (WWH), Inc. (the “Company”), and John Moyer (“Executive”).
STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE — NETSMART Modular Technologies (WWH), Inc. • April 7th, 2009 • Semiconductors & related devices
AGREEMENT AND PLAN OF MERGER dated as of April 26, 2011 among SALEEN HOLDINGS, INC., SALEEN ACQUISITION, INC. and SMART MODULAR TECHNOLOGIES (WWH), INC.Agreement and Plan of Merger • April 28th, 2011 • SMART Modular Technologies (WWH), Inc. • Semiconductors & related devices • Delaware
This AGREEMENT AND PLAN OF MERGER is dated as of April 26, 2011 (this “Agreement”) among Saleen Holdings, Inc., a Cayman Islands exempted company (the “Parent”), Saleen Acquisition, Inc., a Cayman Islands exempted company (“Merger Sub”), and Smart Modular Technologies (WWH), Inc., a Cayman Islands exempted company (the “Company”).
SMART MODULAR TECHNOLOGIES (WWH), INC. FORM OF AMENDED AND RESTATED INDEMNIFICATION AGREEMENTIndemnification Agreement • January 19th, 2006 • SMART Modular Technologies (WWH), Inc. • Semiconductors & related devices
This Amended and Restated Indemnification Agreement (the “Agreement”) is made as of January 18, 2006 by and between SMART Modular Technologies (WWH), Inc., an exempted company incorporated under the laws of the Cayman Islands (the “Company”), and (the “Indemnitee”).
Page ARTICLE 1 Definitions Section 1.01. Definitions 1 ARTICLE 2 Corporate Governance Section 2.01. Composition of the Board 8 Section 2.02. Removal 9 Section 2.03. Vacancies 9 Section 2.04. Action by the Board; Shareholders 10 Section 2.05. Charter...Shareholders’ Agreement • July 16th, 2007 • SMART Modular Technologies (WWH), Inc. • Semiconductors & related devices • Delaware
AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT dated as of April 16, 2007 (the “Agreement”) among (i) SMART Modular Technologies (WWH), Inc., an exempted company incorporated under the laws of the Cayman Islands (the “Company”), (ii) T3 II SM, LLC (“T3 II”), TPG III SM, LLC (“TPG III”) and TPG IV SM, LLC (“TPG IV”) (taken together, the “TPG Entities,” and each of the foregoing in this clause (ii), a “TPG Entity”), (iii) Francisco Partners, L.P. (“FP”), Francisco Partners Fund A, L.P. (“FP Fund A”) and FP Annual Fund Investors, LLC (“FP Annual Fund”) (taken together, the “FP Entities,” and each of the foregoing in this clause (iii), an “FP Entity”), (iv) Shah Capital Partners, L.P. (“Shah Capital”), (v) WestRiver Capital LLC, (vi) Patel Family Partners, L.P. and (vii) such additional persons as may sign joinder agreements to this Agreement.
Saleen Holdings, Inc. c/o Silver Lake Partners III, L.P. and Silver Lake Sumeru Fund, L.P. 2775 Sand Hill Road, Suite 100 Menlo Park, California 94025SMART Modular Technologies (WWH), Inc. • May 25th, 2011 • Semiconductors & related devices • New York
Reference is hereby made to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of April 25, 2011, by and among SMART Modular Technologies (WWH), Inc., a Cayman Islands exempted company (the “Company”), Saleen Holdings, Inc., a Cayman Islands exempted company (“Parent”), and Saleen Acquisition, Inc., a Cayman Islands exempted company (“Merger Sub”), pursuant to which Merger Sub will merge with and into the Company. Capitalized terms used in this letter agreement but not defined herein will have the meanings ascribed to them in the Merger Agreement. This letter agreement is being delivered by you to Parent in connection with the execution of the Merger Agreement. In consideration of the mutual covenants and conditions as hereinafter set forth, you and Parent do hereby agree as follows:
Performance-Based Restricted Share Unit Award Agreement under the SMART Modular Technologies (WWH), Inc. Amended and Restated Stock Incentive PlanRestricted Share Unit Award Agreement • November 12th, 2008 • SMART Modular Technologies (WWH), Inc. • Semiconductors & related devices
SMART Modular Technologies (WWH), Inc., an exempted company organised under the laws of the Cayman Islands (the “Company”), hereby grants the number of restricted share units (each representing an ordinary share of the company (the “Shares”)) set forth above (the “RSUs”), as of the date of grant set forth above (the “Grant Date”), to the above-named participant (“Participant”) pursuant to Section 7 of the Company’s Amended and Restated Stock Incentive Plan (the “Plan”), in consideration for your services to the Company.
AMENDMENT NO. 1 TO ADVISORY AGREEMENTAdvisory Agreement • January 19th, 2006 • SMART Modular Technologies (WWH), Inc. • Semiconductors & related devices • California
This Amendment No. 1 to the Advisory Agreement (this “Amendment”) is made and entered into as of January 18, 2006 by and between SMART Modular Technologies, Inc. (“SMART”) and TPG GenPar III, L.P., TPG GenPar IV, L.P. and T3 GenPar II, L.P. (collectively, the “Advisors”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Advisory Agreement dated as of April 16, 2004 by and between SMART and the Advisors (the “Original Agreement”).
AMENDMENT NO. 2 TO ADVISORY AGREEMENTAdvisory Agreement • January 19th, 2006 • SMART Modular Technologies (WWH), Inc. • Semiconductors & related devices • California
This Amendment No. 2 to the Advisory Agreement (this “Amendment”) is made and entered into as of January 18, 2006 by and between SMART Modular Technologies, Inc. (“SMART”) and SCP Management Company, L.L.C. (the “Advisor”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Advisory Agreement dated as of April 16, 2004 by and between SMART and the Advisor, as amended (the “Original Agreement”).
SEVERANCE AND CHANGE OF CONTROL AGREEMENTSeverance and Change of Control Agreement • January 4th, 2011 • SMART Modular Technologies (WWH), Inc. • Semiconductors & related devices • California
SEVERANCE AND CHANGE OF CONTROL AGREEMENT (“Agreement”), dated as of December 10, 2010 (the “Effective Date”) by and between SMART Modular Technologies (WWH), Inc. (the “Company”), and Alan Marten (“Executive”).
TRANSACTION AGREEMENT BY AND AMONG SOLECTRON CORPORATION SOLECTRON GLOBAL HOLDINGS L.P. SOLECTRON SERVIÇOS E MANUFACTURA DO BRASIL LTDA. SMART MODULAR TECHNOLOGIES, INC. MODULAR, INC. MODULAR MERGER CORPORATION AND MODULAR (CAYMAN), INC. Dated as of...Transaction Agreement • November 30th, 2005 • SMART Modular Technologies (WWH), Inc. • Semiconductors & related devices • California
TRANSACTION AGREEMENT (this “Agreement”) entered into as of February 11, 2004 by and among Modular, Inc., a Delaware corporation (“USCo Buyer”), Modular (Cayman), Inc., an exempted company organized under the laws of the Cayman Islands (“CayCo Buyer”; and together with USCo Buyer, “Buyers”), Modular Merger Corporation, a California corporation and a wholly-owned subsidiary of USCo Buyer (“Merger Subsidiary”), Solectron Corporation, a Delaware corporation (“Parent”), Solectron Global Holdings, L.P., a limited partnership organized under the laws of the Cayman Islands and an indirect wholly-owned subsidiary of Parent (“Parent GH”), Solectron Serviços E Manufactura Do Brasil Ltda., a limited liability company (sociedade por quotas de responsabilidade limitada) organized under the laws of the Federative Republic of Brazil and an indirect wholly-owned subsidiary of Parent (“Parent Brazil”), and SMART Modular Technologies, Inc., a California corporation and a wholly-owned subsidiary of Paren
AMENDMENT NO. 1 TO ADVISORY AGREEMENTAdvisory Agreement • January 19th, 2006 • SMART Modular Technologies (WWH), Inc. • Semiconductors & related devices • California
This Amendment No. 1 to the Advisory Agreement (this “Amendment”) is made and entered into as of January 18, 2006 by and between SMART Modular Technologies, Inc. (“SMART”), Francisco Partners, L.P. and Francisco Partners Management, LLC (the “Advisor”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Advisory Agreement dated as of April 16, 2004 by and between SMART and the Advisor (the “Original Agreement”).
LIMITED GUARANTEE OF SILVER LAKE SUMERU FUND, L.P.SMART Modular Technologies (WWH), Inc. • May 25th, 2011 • Semiconductors & related devices • New York
LIMITED GUARANTEE, dated as of April 26, 2011 (this “Limited Guarantee”), by Silver Lake Sumeru Fund, L.P., a Delaware limited partnership (the “Guarantor”), in favor of SMART Modular Technologies (WWH), Inc., a Cayman Islands exempted company (the “Guaranteed Party”).
FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENTAssignment and Acceptance Agreement • May 2nd, 2007 • SMART Modular Technologies (WWH), Inc. • Semiconductors & related devices • New York
This ASSIGNMENT AND ACCEPTANCE AGREEMENT (this “Assignment Agreement”) is entered into as of , 20 between (“Assignor”) and (“Assignee”). Reference is made to that certain Second Amended and Restated Loan and Security Agreement described in Item 2 of Annex I annexed hereto (the “Second Amended and Restated Loan and Security Agreement”). Capitalized terms used herein and in Annex I and not otherwise defined shall have the meanings ascribed to them in the Second Amended and Restated Loan and Security Agreement.
TERMINATION AGREEMENTTermination Agreement • September 16th, 2009 • SMART Modular Technologies (WWH), Inc. • Semiconductors & related devices • Delaware
TERMINATION AGREEMENT (this “Termination Agreement”) is made as of this [11th] day of September, 2009, by and among (i) SMART Modular Technologies (WWH), Inc., an exempted company incorporated under the laws of the Cayman Islands (the “Company”), (ii) T3 II SM, LLC (“T3 II”), TPG III SM, LLC (“TPG III”) and TPG IV SM, LLC (“TPG IV”) (taken together, the “TPG Entities,” and each of the foregoing in this clause (ii), a “TPG Entity”), (iii) Francisco Partners, L.P. (“FP”), Francisco Partners Fund A, L.P. (“FP Fund A”) and FP Annual Fund Investors, LLC (“FP Annual Fund”) (taken together, the “FP Entities,” and each of the foregoing in this clause (iii), an “FP Entity”), (iv) Shah Capital Partners, L.P. (“Shah Capital”), (v) WestRiver Capital LLC (“WestRiver”) and (vi) Patel Family Partners, L.P. (“Patel” and together with the TPG Entities, the FP Entities, Shah Capital, WestRiver and Patel, the “Shareholders”).
ContractConsulting Agreement • April 30th, 2008 • SMART Modular Technologies (WWH), Inc. • Semiconductors & related devices • California
This Consulting Agreement (the “Agreement”) is executed as of the date shown on the signature page (the “Effective Date”), by and between FLG Partners, LLC, a California limited liability company (“FLG”), and the entity identified on the signature page (“Client”).
Performance-Based Restricted Share Unit Award Agreement under the SMART Modular Technologies (WWH), Inc. Amended and Restated Stock Incentive PlanRestricted Share Unit Award Agreement • January 6th, 2010 • SMART Modular Technologies (WWH), Inc. • Semiconductors & related devices
SMART Modular Technologies (WWH), Inc., an exempted company organised under the laws of the Cayman Islands (the “Company”), hereby grants the number of restricted share units (each representing an ordinary share of the company (the “Shares”)) set forth above (the “RSUs”), as of the date of grant set forth above (the “Grant Date”), to the above-named participant (“Participant”) pursuant to Section 7 of the Company’s Amended and Restated Stock Incentive Plan (the “Plan”), in consideration for your services to the Company or any of its Affiliates.
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • January 12th, 2007 • SMART Modular Technologies (WWH), Inc. • Semiconductors & related devices • New York
THIS FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of January 8, 2007, is entered into by and among, on the one hand, the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), WELLS FARGO FOOTHILL, INC., a California corporation, as the arranger, administrative agent and security trustee for the Lenders (“Agent”), and, on the other hand, SMART MODULAR TECHNOLOGIES, INC., a California corporation, as successor by merger to Modular Merger Corporation, a California corporation (“US Borrower”), SMART MODULAR TECHNOLOGIES (EUROPE) LIMITED, a company incorporated under the laws of England and Wales (“UK Borrower”), SMART MODULAR TECHNOLOGIES (PUERTO RICO) INC., an exempted company organized under the laws of the Cayman Islands (“PR Borrower”, and together with US Borrower,
SMART Modular Technologies (WWH), Inc. ______ Ordinary Shares a/ ($0.00016667 par value per share) Form of Underwriting AgreementSMART Modular Technologies (WWH), Inc. • January 17th, 2006 • Semiconductors & related devices • New York
Citigroup Global Markets Inc. J.P. Morgan Securities Inc. Lehman Brothers Inc. Bear, Stearns & Co. Inc. Needham & Company, LLC Thomas Weisel Partners LLC As Representatives of the several Underwriters,
First Amendment to Second Amended and Restated Loan and Security AgreementStock Pledge Agreement • December 3rd, 2008 • SMART Modular Technologies (WWH), Inc. • Semiconductors & related devices
This First Amendment to Second Amended and Restated Loan and Security Agreement (this “Amendment”), dated as of November 26, 2008, is by and among the lenders identified on the signature pages hereto (the “Lenders”), Wells Fargo Bank, National Association, a national banking association, as the arranger, administrative agent and security trustee for the Lenders (in such capacity, the “Agent”), Smart Modular Technologies, Inc., a California corporation (“US Borrower”), Smart Modular Technologies (Europe) Limited, a company incorporated under the laws of England and Wales (“UK Borrower”), and Smart Modular Technologies (Puerto Rico) Inc., an exempted company organized under the laws of the Cayman Islands (“PR Borrower”, and together with US Borrower and UK Borrower, each individually referred to herein as a “Borrower” and collectively, as the “Borrowers”).
Form of Stock Option Agreement under the SMART Modular Technologies (WWH), Inc. Amended and Restated Stock Incentive PlanForm of Stock Option Agreement • January 19th, 2006 • SMART Modular Technologies (WWH), Inc. • Semiconductors & related devices
SMART Modular Technologies (WWH), Inc. (the “Company”), hereby grants as of the date of grant set forth above (the “Grant Date”) to the above-named optionee (“Optionee”) an option (the “Option”) to purchase from the Company, for the price per share set forth above, the number of shares of ordinary share of the Company (“Shares”) set forth above pursuant to the SMART Modular Technologies (WWH), Inc. Amended and Restated Stock Incentive Plan (the “Plan”).
Amendment to Corporate Purchase Agreement Contract No. 2171 - 080101 (“CPA”) MARKET DEVELOPMENT FUNDSCorporate Purchase Agreement • October 19th, 2005 • SMART Modular Technologies (WWH), Inc. • Semiconductors & related devices
This is Amendment Number 2 (“Amendment 2”) to Corporate Purchase Agreement (CPA) Contract No. 2171 - 080101 between SMART Modular Technologies, Inc (“Company”) and Hewlett-Packard Company (“HP”). Amendment 2 is effective on the data set forth in Section 6 below.
Amendment to Corporate Purchase Agreement Contract No. 2171-080101 (“CPA”)Corporate Purchase Agreement • October 19th, 2005 • SMART Modular Technologies (WWH), Inc. • Semiconductors & related devices
This Amendment to Corporate Purchase Agreement — Contract No. 2171-080101 (this “Amendment”) is made effective September 1, 2004, between SMART Modular Technologies, Inc. (“SMART”) and Hewlett Packard Company (“HP”).
Second Amended and Restated Intercompany Subordination AgreementIntercompany Subordination Agreement • May 2nd, 2007 • SMART Modular Technologies (WWH), Inc. • Semiconductors & related devices • New York
This Second Amended and Restated Intercompany Subordination Agreement (this “Second Amended and Restated Subordination Agreement”), dated as of April 30, 2007, is made among the Obligors (as defined below) and Wells Fargo Bank, National Association, a national banking association, as Agent (in such capacity, “Agent”) for the Lenders (as defined below).
FORM OF AMENDED AND RESTATED GUARANTYSMART Modular Technologies (WWH), Inc. • May 2nd, 2007 • Semiconductors & related devices • New York
Wells Fargo Foothill, Inc., as arranger and administrative agent (in such capacity, “Original Agent”) for certain lenders (“Original Lenders”), Original Lenders and Borrowers have previously entered into that certain Amended and Restated Loan and Security Agreement, dated as of March 28, 2005 (as amended, amended and restated, supplemented, and/or otherwise modified from time to time, the “Original Loan Agreement”), by and among Borrowers, Original Agent, Original Lenders, and the other Obligors identified on the signature pages thereto pursuant to which, among other things, Original Lenders have provided certain credit and other financial accommodations to Borrowers. The obligations arising under the Original Loan Agreement were guaranteed by [ ], a [ ] organized under the laws of [ ] (“Guarantor”), pursuant to the terms of that certain Guaranty, dated as of March 28, 2005 (as amended, amended and restated, supplemented, and/or otherwise modified from time to time, the “Original Guara
FORM OF SECOND AMENDED AND RESTATED INDEMNIFICATION AGREEMENT SMART Modular Technologies (WWH), Inc. (a Cayman Islands company)Indemnification Agreement • January 6th, 2010 • SMART Modular Technologies (WWH), Inc. • Semiconductors & related devices • New York
This Second Amended and Restated Indemnification Agreement (this “Agreement”), made and entered into as of the day of , 20 , by and between SMART Modular Technologies (WWH), Inc., an exempted company organized under the laws of the Cayman Islands (the “Company”), and (“Indemnitee”).
Compaq Computer Corporation / Smart Modular Technologies, Inc. Rev 1.0 Corporate Purchase Agreement Contract No. 2171-080101Corporate Purchase Agreement • December 20th, 2005 • SMART Modular Technologies (WWH), Inc. • Semiconductors & related devices • Texas
This Corporate Purchase Agreement (this “Agreement”) is made and entered into as of the 1st day of May 2001 by Compaq Computer Corporation, a Delaware corporation (“Compaq”), and by Smart Modular Technologies, Inc., a California Corporation (“Smart Modular”) with its principal place of business as 4305 Cushing Parkway, Fremont, CA 94538 and Subsidiaries as identified in Exhibit A.
SMART Modular Technologies (WWH), Inc. 12,500,000 Ordinary Shares a/ ($0.00016667 par value per share) Form of Underwriting AgreementSMART Modular Technologies (WWH), Inc. • January 4th, 2007 • Semiconductors & related devices • New York
This letter (the “Lock-Up Letter Agreement”) is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”), by and among SMART Modular Technologies (WWH), Inc., an exempted company organized under the laws of the Cayman Islands (the “Company”), the Selling Shareholders named therein and each of you as representatives of a group of Underwriters named therein, relating to an underwritten public offering (the “Offering”) of Ordinary Shares, $0.00016667 par value (the “Ordinary Shares”), of the Company.
Exhibit P-1Security Agreement • May 2nd, 2007 • SMART Modular Technologies (WWH), Inc. • Semiconductors & related devices • New York
This Collateral Assignment of Patents (Security Agreement) (this “Amendment”) is entered into as of [Date], by and between [Name of Pledgor], a [Type of Entity] with an office at [Address of Chief Executive Office] (the “Pledgor”), and Wells Fargo Bank, National Association. a national banking association with an office at 121 Park Center Plaza, 3rd Floor, San Jose, California 95113 (the “Pledgee”), in its capacity as Agent for the Lenders (as defined below).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 4th, 2008 • SMART Modular Technologies (WWH), Inc. • Semiconductors & related devices • Arizona
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated February 12, 2008, is entered into by and among Adtron Corporation, an Arizona corporation (the “Company”), SMART Modular Technologies, Inc., a California corporation (“Buyer”), Armor Acquisition Corporation, an Arizona corporation and a wholly-owned subsidiary of Buyer (“Merger Sub”) and Alan Fitzgerald, as the Equity Holders’ representative (the “Equity Holders’ Representative”).
Third Amendment to Second Amended and Restated Loan and Security AgreementStock Pledge Agreement • June 14th, 2010 • SMART Modular Technologies (WWH), Inc. • Semiconductors & related devices
This Third Amendment to Second Amended and Restated Loan and Security Agreement (this “Amendment”), dated as of April 30, 2010, is by and among the lenders identified on the signature pages hereto (the “Lenders”), Wells Fargo Bank, National Association, a national banking association, as the arranger, administrative agent and security trustee for the Lenders (in such capacity, the “Agent”), Smart Modular Technologies, Inc., a California corporation (“US Borrower”), Smart Modular Technologies (Europe) Limited, a company incorporated under the laws of England and Wales (“UK Borrower”), and Smart Modular Technologies (Puerto Rico) Inc., an exempted company organized under the laws of the Cayman Islands (“PR Borrower”, and together with US Borrower and UK Borrower, each individually referred to herein as a “Borrower” and collectively, as the “Borrowers”).
FORM OF AMENDED AND RESTATED STOCK PLEDGE AGREEMENTStock Pledge Agreement • May 2nd, 2007 • SMART Modular Technologies (WWH), Inc. • Semiconductors & related devices • New York
This Amended and Restated Stock Pledge Agreement (this “Amended and Restated Pledge Agreement”), dated as of April [ ], 2007, is entered into by and between [ ], a [ ] incorporated under the laws of [ ] (ÒPledgorÓ), and Wells Fargo Bank, National Association, a national banking association (ÒPledgeeÓ), in its capacity as Agent for the Lenders (as defined below), in light of the following facts:
April 26, 2011 Saleen Holdings, Inc. c/o Silver Lake Partners 9 West 57th Street, 32nd Floor New York, NY 10019 and c/o Silver Lake Sumeru 2775 Sand Hill Road, Suite 100 Menlo Park, CA 94025 Re: Equity Financing Commitment Ladies and Gentlemen:SMART Modular Technologies (WWH), Inc. • May 25th, 2011 • Semiconductors & related devices • New York
Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (as it may be amended from time to time, the “Merger Agreement”), by and among Saleen Holdings, Inc., a Cayman Islands exempted company (“Parent”), Saleen Acquisition, Inc., a Cayman Islands exempted company (“Merger Sub”), and SMART Modular Technologies (WWH), Inc., a Cayman Islands exempted company (the “Company”), pursuant to which, upon the terms and subject to the conditions set forth therein, Merger Sub will be merged with and into the Company (the “Merger”). Capitalized terms used and not defined herein but defined in the Merger Agreement shall have the meanings ascribed to them in the Merger Agreement. The parties listed on Schedule A hereto are collectively referred to herein as the “Investors.” This letter is being delivered by the Investors to Parent in connection with the execution of the Merger Agreement.
SMART MODULAR TECHNOLOGIES (WWH), INC. AGREEMENT TO TERMS OF ELECTIONSMART Modular Technologies (WWH), Inc. • August 27th, 2009 • Semiconductors & related devices
If you would like to participate in this Offer, please indicate your election by checking the applicable boxes on the Election Form and return the completed and signed Election Form to Kimberley McKinney at the Company via hand delivery, facsimile at (510) 624-8245 or e-mail at Option.Exchange@smartm.com before 5:00 p.m., Pacific Time, on September 25, 2009, unless the Offer is extended.
Saleen Holdings, Inc. c/o Silver Lake Partners III, L.P. and Silver Lake Sumeru Fund, L.P. 2775 Sand Hill Road, Suite 100 Menlo Park, California 94025SMART Modular Technologies (WWH), Inc. • May 25th, 2011 • Semiconductors & related devices • New York
Reference is hereby made to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of April 25, 2011, by and among SMART Modular Technologies (WWH), Inc., a Cayman Islands exempted company (the “Company”), Saleen Holdings, Inc., a Cayman Islands exempted company (“Parent”), and Saleen Acquisition, Inc., a Cayman Islands exempted company (“Merger Sub”), pursuant to which Merger Sub will merge with and into the Company. Capitalized terms used in this letter agreement but not defined herein will have the meanings ascribed to them in the Merger Agreement. This letter agreement is being delivered by you to Parent in connection with the execution of the Merger Agreement. In consideration of the mutual covenants and conditions as hereinafter set forth, you and Parent do hereby agree as follows:
