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 94025Merger Agreement • May 25th, 2011 • SMART Modular Technologies (WWH), Inc. • 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:
LIMITED GUARANTEE OF SILVER LAKE SUMERU FUND, L.P.Limited Guarantee • May 25th, 2011 • SMART Modular Technologies (WWH), Inc. • 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”).
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:Equity Financing Commitment • May 25th, 2011 • SMART Modular Technologies (WWH), Inc. • 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.
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 94025Merger Agreement • May 25th, 2011 • SMART Modular Technologies (WWH), Inc. • 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:
