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).
