Page ARTICLE 1 Definitions Section 1.01. Definitions 1 ARTICLE 2 Corporate Governance Section 2.01. Composition of the Board 10 Section 2.02. Removal 10 Section 2.03. Vacancies 11 Section 2.04. Action by the Board; Shareholders 11 Section 2.05....Shareholders’ Agreement • February 1st, 2006 • SMART Modular Technologies (WWH), Inc. • Semiconductors & related devices • Delaware
SHAREHOLDERS’ AGREEMENT dated as of January 18, 2006 (the “Agreement”) among (i) SMART Modular Technologies (WWH), Inc., an exempted company incorporated under the laws of the Cayman Islands (the “Company”), (ii) T3 II SM, LLC (“T3 II”), TPG III SM, LLC (“TPG III”) and TPG IV SM, LLC (“TPG IV”) (taken together, the “TPG Entities,” and each of the foregoing in this clause (ii), a “TPG Entity”), (iii) Francisco Partners, L.P. (“FP”), Francisco Partners Fund A, L.P. (“FP Fund A”) and FP Annual Fund Investors, LLC (“FP Annual Fund”) (taken together, the “FP Entities,” and each of the foregoing in this clause (iii), an “FP Entity”), (iv) Shah Capital Partners, L.P. (“Shah Capital”), (v) WestRiver Capital LLC, (vi) Patel Family Partners, L.P. and (vii) such additional persons as may sign joinder agreements to this Agreement.
