SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 9, 2017 among SMART WORLDWIDE HOLDINGS, INC. as Holdings, SMART MODULAR TECHNOLOGIES (GLOBAL), INC., as the Parent Borrower SMART MODULAR TECHNOLOGIES, INC., as Co- Borrower, The Lenders...Credit Agreement • August 11th, 2017 • SMART Global Holdings, Inc. • Semiconductors & related devices • New York
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 9, 2017 (this “Agreement”), among SMART WORLDWIDE HOLDINGS, INC., a Cayman Islands exempted company (“Holdings”), SMART MODULAR TECHNOLOGIES (GLOBAL), INC., a Cayman Islands exempted company (the “Parent Borrower”), SMART MODULAR TECHNOLOGIES, INC., a California corporation (the “Co-Borrower” and, together with the Parent Borrower, the “Borrowers” and each a “Borrower”), the LENDERS party hereto and BARCLAYS BANK PLC, as Administrative Agent and as Collateral Agent.
SMART GLOBAL HOLDINGS, INC. and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of August 6, 2024 2.00% Convertible Senior Notes due 2030Indenture • August 6th, 2024 • SMART Global Holdings, Inc. • Semiconductors & related devices • New York
INDENTURE, dated as of August 6, 2024, between SMART Global Holdings, Inc., a Cayman Islands exempted company, as issuer (the “Company”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
] Shares SMART Global Holdings, Inc. Ordinary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • May 11th, 2017 • SMART Global Holdings, Inc. • Semiconductors & related devices • New York
SMART Global Holdings, Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), proposes to sell [•] ordinary shares (the “Firm Shares”), par value $0.03 per share, in the capital of the Company (the “Ordinary Shares”). In addition, the Company proposes to grant to the underwriters (the “Underwriters”) named in Schedule I attached to this agreement (this “Agreement”) an option to purchase up to [•] additional Ordinary Shares on the terms set forth in Section 2 (the “Option Shares”). The Firm Shares and the Option Shares, if purchased, are hereinafter collectively called the “Shares”. This Agreement is to confirm the agreement concerning the purchase of the Shares from the Company by the Underwriters.
SEVERANCE AND CHANGE OF CONTROL AGREEMENTSeverance and Change of Control Agreement • October 22nd, 2020 • SMART Global Holdings, Inc. • Semiconductors & related devices • California
SEVERANCE AND CHANGE OF CONTROL AGREEMENT (“Agreement”), dated as of August 28, 2020 (the “Effective Date”) by and between SMART Global Holdings, Inc. (the “Company”), and Bruce Goldberg (“Executive”).
•] Shares SMART Global Holdings, Inc. Ordinary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • November 28th, 2017 • SMART Global Holdings, Inc. • Semiconductors & related devices • New York
The shareholders of SMART Global Holdings, Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), named in Schedule II attached hereto (the “Selling Shareholders”) propose to sell an aggregate of [•] ordinary shares (the “Firm Shares”), par value $0.03 per share (the “Ordinary Shares”), in the capital of the Company. In addition, certain of the Selling Shareholders propose to grant to the underwriters (the “Underwriters”) named in Schedule I attached to this agreement (this “Agreement”) an option to purchase up to an aggregate of [•] additional Ordinary Shares on the terms set forth in Section 3 (the “Option Shares”). The Firm Shares and the Option Shares, if purchased, are hereinafter collectively called the “Shares”. This Agreement is to confirm the agreement concerning the purchase of the Shares from the Selling Shareholders by the Underwriters.
FORM OF INDENTURE]Indenture • September 20th, 2018 • SMART Global Holdings, Inc. • Semiconductors & related devices • New York
This Indenture, dated as of , 20 , is by and between SMART Global Holdings, Inc., a Cayman Islands exempted company (the “Company”) and as trustee (the “Trustee”).
COLLATERAL AGREEMENT dated as of August 26, 2011, among SMART Modular Technologies, Inc., THE OTHER GRANTORS PARTY HERETO and JPMORGAN CHASE BANK, N.A., as Administrative AgentCollateral Agreement • April 28th, 2017 • SMART Global Holdings, Inc. • Semiconductors & related devices • New York
COLLATERAL AGREEMENT dated as of August 26, 2011 (this “Agreement”), among SMART Modular Technologies, Inc., SMART Modular Technologies (DE), Inc., and ConXtra, Inc., the other GRANTORS from time to time party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
Amended and Restated Employment AgreementEmployment Agreement • March 22nd, 2018 • SMART Global Holdings, Inc. • Semiconductors & related devices • California
AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), dated as of December 19, 2017 (the “Effective Date”), by and between SMART Modular Technologies, Inc, a California corporation (the “Company”), and Jack Pacheco (“Executive” and, together with the Company, the “Parties” individually, a “Party”).
AGREEMENT AND PLAN OF MERGER dated as of April 26, 2011 among SALEEN HOLDINGS, INC., SALEEN ACQUISITION, INC. and SMART MODULAR TECHNOLOGIES (WWH), INC.Merger Agreement • April 28th, 2017 • SMART Global Holdings, 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”).
PROMISSORY NOTE (Purchase Price Note)Promissory Note • March 3rd, 2021 • SMART Global Holdings, Inc. • Semiconductors & related devices • New York
FOR VALUE RECEIVED, the undersigned, SMART Global Holdings, Inc., a Cayman Islands exempted company (the “Company”, or the “Parent”), hereby unconditionally promises to pay to Cree, Inc., a North Carolina corporation (“Cree” and together with any permitted successor, permitted registered assignee or permitted transferee of, or other permitted holder of, this promissory note (this “Note”), the “Holder”) One Hundred Twenty-Five Million Dollars ($125,000,000.00) (the “Loan”). The Company further hereby agrees to pay interest on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Article II. This Note is the Purchase Price Note referred to in, and was executed and delivered in connection with, that certain Asset Purchase Agreement made and entered into as of October 18, 2020 (as amended, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “Purchase Agreement”), among (i) Cree, as the Seller,
3,000,000 Shares SMART Global Holdings, Inc. Ordinary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • July 13th, 2021 • SMART Global Holdings, Inc. • Semiconductors & related devices • New York
Certain shareholders of SMART Global Holdings, Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), named in Schedule II attached hereto (the “Selling Shareholders”) propose to sell to the underwriter listed in Schedule I hereto (the “Underwriter”) an aggregate of 3,000,000 ordinary shares (the “Shares”), par value $0.03 per share (the “Ordinary Shares”), in the capital of the Company. This agreement (this “Agreement”) is to confirm the agreement concerning the purchase of the Shares from the Selling Shareholders by the Underwriter.
ContractTransaction and Management Fee Agreement • May 11th, 2017 • SMART Global Holdings, Inc. • Semiconductors & related devices • Delaware
This AMENDED AND RESTATED TRANSACTION AND MANAGEMENT FEE AGREEMENT (this “Agreement”) is dated as of November 5, 2016 and is among SMART Worldwide Holdings, Inc. (f/k/a SMART Modular Technologies (WWH), Inc., as successor to Saleen Acquisition, Inc.), a Cayman Islands exempted company (together with its successors, the “Company”), Silver Lake Management Company III, L.L.C., a Delaware limited liability company (“SLMC”), and Silver Lake Management Company Sumeru, L.L.C., a Delaware limited liability company (“SLMCS” and together with SLMC, the “Managers” and each a “Manager”).
RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • April 28th, 2017 • SMART Global Holdings, Inc. • Semiconductors & related devices • New York
RECEIVABLES PURCHASE AGREEMENT (as amended, supplemented or modified from time to time, this “Agreement”), dated as of May 16, 2012, among SMART MODULAR TECHNOLOGIES, INC., a California corporation (together with its successors and assigns, “Smart” and in its capacity as the Seller Representative, the “Seller Representative”), SMART MODULAR TECHNOLOGIES (EUROPE) LIMITED, an England and Wales corporation (together with its successors and assigns, “Smart Europe”; and collectively with Smart, the “Sellers” and each a “Seller”) and WELLS FARGO BANK, N.A., a national banking association (together with its successors and assigns, “Wells Fargo”).
FIRST AMENDMENT TO RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • April 28th, 2017 • SMART Global Holdings, Inc. • Semiconductors & related devices • New York
FIRST AMENDMENT, dated as of March 28, 2013 (the “First Amendment”), to RECEIVABLES PURCHASE AGREEMENT (prior to the effectiveness of this First Amendment, the “Existing Agreement”, and as amended by this First Amendment and as it may be further amended, supplemented or modified from time to time, this “Agreement”), dated as of May 16, 2012, among SMART MODULAR TECHNOLOGIES, INC., a California corporation (together with its successors and assigns, “Smart” and in its capacity as the Seller Representative, the “Seller Representative”), SMART MODULAR TECHNOLOGIES (EUROPE) LIMITED, an England and Wales corporation (together with its successors and assigns, “Smart Europe”; and collectively with Smart, the “Sellers” and each a “Seller”) and WELLS FARGO BANK, N.A., a national banking association (together with its successors and assigns, “Wells Fargo”), and confirmed by SMART MODULAR TECHNOLOGIES (GLOBAL HOLDINGS), INC., a Cayman Islands exempted company with limited liability (“Smart Global
STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE - NETStandard Industrial/Commercial Multi-Tenant Lease - Net • April 28th, 2017 • SMART Global Holdings, Inc. • Semiconductors & related devices
MASTER GUARANTEE AGREEMENT dated as of August 26, 2011, among SMART Modular Technologies (Global Memory Holdings), Inc., SMART Modular Technologies (Global), Inc., SMART Modular Technologies, Inc., THE SUBSIDIARY GUARANTORS IDENTIFIED HEREIN and...Master Guarantee Agreement • April 28th, 2017 • SMART Global Holdings, Inc. • Semiconductors & related devices • New York
MASTER GUARANTEE AGREEMENT dated as of August 26, 2011 (this “Agreement”), among SMART MODULAR TECHNOLOGIES (GLOBAL MEMORY HOLDINGS), INC., SMART MODULAR TECHNOLOGIES (GLOBAL), INC., SMART MODULAR TECHNOLOGIES, INC., the SUBSIDIARY GUARANTORS identified herein and JPMORGAN CHASE BANK, N.A., as Administrative Agent, on behalf of itself and the other Guaranteed Parties.
CREDIT AGREEMENT dated as of February 7, 2022, among SMART GLOBAL HOLDINGS, INC., as the Parent Borrower, SMART MODULAR TECHNOLOGIES, INC., as Co-Borrower, The Lenders Party Hereto and CITIZENS BANK, N.A., as Administrative Agent, Collateral Agent and...Credit Agreement • February 8th, 2022 • SMART Global Holdings, Inc. • Semiconductors & related devices • New York
CREDIT AGREEMENT, dated as of February 7, 2022 (this “Agreement”), among SMART GLOBAL HOLDINGS, INC., a Cayman Islands exempted company (the “Parent Borrower”), SMART MODULAR TECHNOLOGIES, INC., a California corporation (the “Co-Borrower” and, together with the Parent Borrower, the “Borrowers” and each a “Borrower”), the LENDERS from time to time party hereto, and Citizens Bank, N.A., as Administrative Agent, Collateral Agent and an Issuing Bank.
SMART GLOBAL HOLDINGS, INC. AMENDED AND RESTATED SPONSOR SHAREHOLDERS AGREEMENT Dated as of [•], 2017Shareholder Agreement • May 22nd, 2017 • SMART Global Holdings, Inc. • Semiconductors & related devices • Delaware
This AMENDED AND RESTATED SPONSOR SHAREHOLDERS AGREEMENT (as may be amended, supplemented, restated or modified from time to time, this “Agreement”) is made as of [•], 2017, by and among SMART Global Holdings, Inc. (f/k/a Saleen Holdings, Inc.), a Cayman Islands exempted company (together with its successors and assigns, the “Company”), Silver Lake Partners III Cayman (AIV III), L.P., a Cayman Islands exempted limited partnership (the “SLP Investor”), Silver Lake Technology Investors III Cayman, L.P., a Cayman Islands exempted limited partnership (the “SLP Co-Investor”), Silver Lake Sumeru Fund Cayman, L.P., a Cayman Islands exempted limited partnership (the “SLS Investor”), Silver Lake Technology Investors Sumeru Cayman, L.P., a Cayman Islands exempted limited partnership (the “SLS Co-Investor”), Mr. Ajay B. Shah, an individual (“Mr. Shah”), Krishnan-Shah Family Partners, L.P., Fund No. 1, a California limited partnership (“Shah Fund 1”), Krishnan-Shah Family Partners, L.P., Fund No.
FIRST AMENDMENT TO LEASELease • April 28th, 2017 • SMART Global Holdings, Inc. • Semiconductors & related devices
THIS FIRST AMENDMENT TO LEASE (this “First Amendment”) is made and entered into as of April 29, 2014 (the “Effective Date”) by and between NEWARK EUREKA INDUSTRIAL CAPITAL LLC, a Delaware limited liability company (“Lessor”) and SMART MODULAR TECHNOLOGIES, INC., a California corporation (“Lessee”) with reference to the following facts:
SECOND AMENDMENT TO LEASELease • April 6th, 2021 • SMART Global Holdings, Inc. • Semiconductors & related devices • California
This SECOND AMENDMENT TO LEASE (this “Second Amendment”) is made and entered into as of the 3rd day of December, 2020 (the “Effective Date”) by and between THOMSON LOGISTICS ASSETS LLC, a Delaware limited liability company (“Landlord”) and SMART MODULAR TECHNOLOGIES, INC., a California corporation (“Tenant”).
STOCK PURCHASE AGREEMENT by and between SMART STORAGE SYSTEMS (GLOBAL HOLDINGS), INC., SANDISK CORPORATION, SANDISK MANUFACTURING and solely for purposes of Section 5.7(c), Section 5.8, ARTICLE VIII and ARTICLE IX, SALEEN HOLDINGS, INC., SALEEN...Stock Purchase Agreement • April 28th, 2017 • SMART Global Holdings, Inc. • Semiconductors & related devices • Delaware
This STOCK PURCHASE AGREEMENT, dated as of July 2, 2013, is entered into by and between SMART STORAGE SYSTEMS (GLOBAL HOLDINGS), INC., a Cayman Islands exempted company (“Seller”), SANDISK CORPORATION, a Delaware corporation (“Buyer”), SANDISK MANUFACTURING, a Republic of Ireland company (“BuyerSub”), and solely for purposes of Section 5.7(c), Section 5.8, ARTICLE VIII and ARTICLE IX, Saleen Holdings, Inc., a Cayman Islands exempted company (“Saleen Holdings”), Saleen Intermediate Holdings, Inc., a Cayman Islands exempted company and a wholly-owned subsidiary of Saleen Holdings (“Saleen Intermediate”), and SMART Worldwide Holdings, Inc., a Cayman Islands exempted company and a wholly-owned subsidiary of Saleen Intermediate (“SMART Worldwide” and together with Seller, Buyer, BuyerSub, Saleen Holdings and Saleen Intermediate, the “parties”).
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • March 3rd, 2017 • SMART Global Holdings, Inc. • Semiconductors & related devices • New York
This AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”), dated as of December 13, 2011, is made and entered into among SMART Modular Technologies (Global Memory Holdings), Inc., a Cayman Islands exempted company (“Holdings”), SMART Modular Technologies (Global), Inc., a Cayman Islands exempted company (the “Parent Borrower”), SMART Modular Technologies, Inc., California corporation (the “Co - Borrower” and, together with the Parent Borrower, the “Borrowers” and each a “Borrower”), the other Lenders party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement (as defined below).
SMART GLOBAL HOLDINGS, INC. AMENDED AND RESTATED INVESTORS SHAREHOLDERS AGREEMENT Dated as of November 5, 2016Shareholder Agreements • May 22nd, 2017 • SMART Global Holdings, Inc. • Semiconductors & related devices • Delaware
This AMENDED AND RESTATED INVESTORS SHAREHOLDERS AGREEMENT (as may be amended, supplemented, restated or modified from time to time, this “Agreement”) is made as of November 5, 2016, by and among SMART Global Holdings, Inc. (f/k/a Saleen Holdings, Inc.), a Cayman Islands exempted company (together with its successors and assigns, the “Company”), Silver Lake Partners III Cayman (AIV III), L.P., a Cayman Islands exempted limited partnership (the “SLP Investor”), Silver Lake Technology Investors III Cayman, L.P., a Cayman Islands exempted limited partnership (the “SLP Co-Investor”), Silver Lake Sumeru Fund Cayman, L.P., a Cayman Islands exempted limited partnership (the “SLS Investor”), Silver Lake Technology Investors Sumeru Cayman, L.P., a Cayman Islands exempted limited partnership (the “SLS Co-Investor”), the Management Investors (as defined below) and the Warrant Investors (as defined below).
ContractCredit Agreement • March 3rd, 2017 • SMART Global Holdings, Inc. • Semiconductors & related devices • New York
FIRST REFINANCING AMENDMENT dated as of August 20, 2014 (this “Amendment”), to the Credit Agreement (as defined below) among SMART Modular Technologies (Global Holdings), Inc. (f.k.a. SMART Modular Technologies (Global Memory Holdings), Inc.), as Holdings (“Holdings”), SMART Modular Technologies (Global), Inc., as Parent Borrower (the “Parent Borrower”), SMART Modular Technologies, Inc., as Co-Borrower (the “Co-Borrower”; together with the Parent Borrower, the “Borrowers”), the New Revolving Lenders (as defined below) party hereto and JPMorgan Chase Bank, N.A., as Administrative Agent.
THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 6, 2020 among SMART WORLDWIDE HOLDINGS, INC. as Holdings, SMART MODULAR TECHNOLOGIES (GLOBAL), INC., as the Parent Borrower, SMART MODULAR TECHNOLOGIES, INC., as Co-Borrower, The Lenders...Credit Agreement • March 11th, 2020 • SMART Global Holdings, Inc. • Semiconductors & related devices • New York
Exhibit S-1 — Form of U.S. Tax Compliance Certificate (For Non-U.S. Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • August 29th, 2022 • SMART Global Holdings, Inc. • Semiconductors & related devices • New York
This First Supplemental Indenture (this “Supplemental Indenture”) is entered into as of August 26, 2022 but effective as of 12:01 a.m. Pacific Time, on the 27th day of August, 2022, between SMART Global Holdings, Inc., a Cayman Islands exempted company (the “Company”) and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (the “Trustee”). Capitalized terms used herein but not defined shall have the meanings assigned to them in the Indenture (as hereinafter defined).
LOAN, GUARANTY AND SECURITY AGREEMENT Dated as of December 23, 2020 SMART MODULAR TECHNOLOGIES, INC., SMART EMBEDDED COMPUTING INC., and PENGUIN COMPUTING INC., as Borrowers SMART MODULAR TECHNOLOGIES (DE), INC., SMART HIGH RELIABILITY SOLUTIONS LLC,...Loan, Guaranty and Security Agreement • December 29th, 2020 • SMART Global Holdings, Inc. • Semiconductors & related devices • New York
THIS LOAN, GUARANTY AND SECURITY AGREEMENT is dated as of December 23, 2020 (this “Agreement”), by and among SMART MODULAR TECHNOLOGIES, INC., a California corporation (“Technologies”), SMART EMBEDDED COMPUTING INC., a Wisconsin corporation (“Computing”), PENGUIN COMPUTING INC., a California corporation (“Penguin”; and together with Technologies and Computing, each, a “Borrower” and collectively, the “Borrowers”), SMART MODULAR TECHNOLOGIES (DE), INC., a Delaware corporation (“Modular DE”), SMART HIGH RELIABILITY SOLUTIONS LLC, a Delaware limited liability company (“Smart High Reliability”), PREMIERE CUSTOMS BROKERS, INC., a California corporation (“Premiere Customs”), PREMIERE LOGISTICS, INC., a California corporation (“Premiere Logistics”), SMART WIRELESS COMPUTING, INC., a Delaware corporation (“Smart Wireless”; and together with Modular DE, Smart High Reliability, Premiere Customs, Premiere Logistics; and together with any other party joined hereto as a Guarantor, each, a “Guaranto
Transition and Separation AgreementTransition and Separation Agreement • July 9th, 2024 • SMART Global Holdings, Inc. • Semiconductors & related devices
This Transition and Separation Agreement (the “Agreement”) is entered into by and between David Laurello (the “Employee”) and SMART Global Holdings, Inc. (the “Company”), effective as of the date the Employee signs this Agreement (the “Effective Date”). Reference is made to that certain amended and restated employment offer letter between the Employee and the Company dated June 27, 2023 (the “Offer Letter”). In consideration of the mutual covenants and agreements of the parties set forth in this Agreement, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree to the terms set forth in this Agreement. In order to accept this Agreement, the Employee must sign and return a copy of this Agreement to Anne Kuykendall at [*****] no later than April 12, 2024, and if a signed copy of this Agreement is not returned by such date, this Agreement shall be null and void in its entirety.
AGREEMENT AND PLAN OF MERGER dated as of June 8, 2018 by and among SMART GLOBAL HOLDINGS, INC., GLACIER ACQUISITION SUB, INC., PENGUIN COMPUTING, INC. and solely in its capacity as the initial Holder Representative hereunder FORTIS ADVISORS LLCMerger Agreement • June 11th, 2018 • SMART Global Holdings, Inc. • Semiconductors & related devices • California
This Agreement and Plan of Merger (this “Agreement”), dated as of June 8, 2018, is entered into by and among (i) SMART Global Holdings, Inc., a Cayman Islands corporation (“Acquiror”), (ii) Glacier Acquisition Sub, Inc., a Delaware corporation and a wholly owned, indirect subsidiary of Acquiror (“Merger Sub”), and (iii) Penguin Computing, Inc., a California corporation (the “Company”), and Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as the initial Holder Representative hereunder.
ContractCredit Agreement • June 11th, 2018 • SMART Global Holdings, Inc. • Semiconductors & related devices • New York
Incremental FACILITY AMENDMENT, dated as of June 8, 2018 (this “Amendment”), to the Credit Agreement (as defined below) among SMART Worldwide Holdings, Inc., a Cayman Islands exempted company (“Holdings”), SMART Modular Technologies (Global), Inc., a Cayman Islands exempted company (the “Parent Borrower”), SMART Modular Technologies, Inc., a California corporation (the “Co- Borrower” and, together with the Parent Borrower, the “Borrowers”), Barclays Bank PLC, as Administrative Agent (the “Administrative Agent”), the Additional Term B Lenders (as defined below) and the other Lenders party hereto (constituting the Required Lenders).
SHARE PURCHASE AGREEMENT BY AND AMONG SMART GLOBAL HOLDINGS, INC., STORM PRIVATE HOLDINGS I LTD. AND STORM PRIVATE INVESTMENTS LP Dated as of June 28, 2022Share Purchase Agreement • June 29th, 2022 • SMART Global Holdings, Inc. • Semiconductors & related devices • Delaware
This SHARE PURCHASE AGREEMENT (this “Agreement”), dated as of June 28, 2022 (the “Execution Date”), is by and among SMART Global Holdings, Inc., a Cayman Islands exempted company limited by shares (“Purchaser”), Storm Private Holdings I Ltd., a Cayman Islands exempted company limited by shares (the “Company”) and Storm Private Investments LP, a Cayman Islands exempted limited partnership acting by its general partner Siris Partners II (Cayman) GP I LP, acting by its general partner, Siris Partners II (Cayman) GP Holdco I LP, acting by its general partner, Siris Partners II (Cayman) GP I Ltd. (“Seller”). Purchaser, the Company and Seller are each sometimes referred to herein as a “Party” or collectively as the “Parties”.
•] Shares SMART Global Holdings, Inc. Ordinary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • November 27th, 2017 • SMART Global Holdings, Inc. • Semiconductors & related devices • New York
The shareholders of SMART Global Holdings, Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), named in Schedule II attached hereto (the “Selling Shareholders”), propose to sell an aggregate of [•] ordinary shares (the “Firm Shares”), par value $0.03 per share (the “Ordinary Shares”), in the capital of the Company. In addition, the Selling Shareholders propose to grant to the underwriters (the “Underwriters”) named in Schedule I attached to this agreement (this “Agreement”) an option to purchase up to an aggregate of [•] additional Ordinary Shares on the terms set forth in Section 3 (the “Option Shares”). The Firm Shares and the Option Shares, if purchased, are hereinafter collectively called the “Shares”. This Agreement is to confirm the agreement concerning the purchase of the Shares from the Selling Shareholders by the Underwriters.
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMETNSMerger Agreement • August 24th, 2018 • SMART Global Holdings, Inc. • Semiconductors & related devices
On June 8, 2018, SMART Global Holdings, Inc. (“SGH”) entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among SGH, Glacier Acquisition Sub, Inc., a Delaware corporation and a wholly-owned indirect subsidiary of the SGH (“Merger Sub”), Penguin Computing, Inc., a California corporation (“Penguin”) and Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as the representative of the holders of the securities of Penguin. Pursuant to the Merger Agreement, on June 8, 2018, Merger Sub was merged with and into Penguin, with Penguin surviving as a wholly-owned indirect subsidiary of SGH (the “Merger”). SGH through one or more subsidiaries, paid the Penguin equityholders approximately $43 million at closing and assumed approximately $35 million of Penguin’s outstanding indebtedness. SGH financed the acquisition with net proceeds from its $60.0 million incremental term loan facility. Pursuant to the Merger Agreement, the former equityholders
STOCK PURCHASE AGREEMENT by and among ARTESYN EMBEDDED COMPUTING, INC., PONTUS INTERMEDIATE HOLDINGS II, LLC, PONTUS HOLDINGS, LLC and SMART GLOBAL HOLDINGS, INC. Dated as of July 8, 2019Stock Purchase Agreement • July 12th, 2019 • SMART Global Holdings, Inc. • Semiconductors & related devices • Delaware
This STOCK PURCHASE AGREEMENT, dated as of July 8, 2019 (this “Agreement”), is entered into by and among ARTESYN EMBEDDED COMPUTING, INC., a Wisconsin corporation (“AEC”), PONTUS INTERMEDIATE HOLDINGS II, LLC, a Delaware limited liability company (“Seller”), PONTUS HOLDINGS, LLC, a Delaware limited liability company (“Parent”), and SMART GLOBAL HOLDINGS, INC., an exempted company incorporated under the laws of the Cayman Islands (“Purchaser”).
Transition and Separation AgreementTransition and Separation Agreement • October 20th, 2023 • SMART Global Holdings, Inc. • Semiconductors & related devices
This Transition and Separation Agreement (the “Agreement”) is entered into by and between Thierry Pellegrino (the “Employee”), SMART Modular Technologies, Inc., and solely for purposes of Sections 1.a, 1.c, 2, 3.e, 4, 8, and 9, SMART Global Holdings, Inc. (“SGH”) (together with SMART Modular Technologies, Inc., the “Company”), effective as of the eighth day after the date Employee signs this Agreement (the “Effective Date”), if not revoked in accordance with Section 5(b). Reference is made to that certain employment offer letter between the Employee and the Company dated December 7, 2020 (the “Offer Letter”). In consideration of the mutual covenants and agreements of the parties set forth in this Agreement, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree to the terms set forth in this Agreement. In order to accept this Agreement, the Employee must return a signed copy of
