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
Company FiledMay 25th, 2011 Industry JurisdictionReference 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:
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
Company FiledMay 25th, 2011 Industry JurisdictionReference 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:
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
Company FiledMay 25th, 2011 Industry JurisdictionReference 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:
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
Company FiledMay 25th, 2011 Industry JurisdictionReference 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: