FORM OF PROMISSORY NOTE ([Purchase Price][Earnout] Note)Cree, Inc. • March 2nd, 2021 • 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”) [ • ] Dollars ($[ • ]) (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][Earnout] 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, (ii) CreeLED, Inc. (form
