•] Shares SMART Global Holdings, Inc. Ordinary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • November 28th, 2017 • SMART Global Holdings, Inc. • Semiconductors & related devices • New York
The shareholders of SMART Global Holdings, Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), named in Schedule II attached hereto (the “Selling Shareholders”) propose to sell an aggregate of [•] ordinary shares (the “Firm Shares”), par value $0.03 per share (the “Ordinary Shares”), in the capital of the Company. In addition, certain of the Selling Shareholders propose to grant to the underwriters (the “Underwriters”) named in Schedule I attached to this agreement (this “Agreement”) an option to purchase up to an aggregate of [•] additional Ordinary Shares on the terms set forth in Section 3 (the “Option Shares”). The Firm Shares and the Option Shares, if purchased, are hereinafter collectively called the “Shares”. This Agreement is to confirm the agreement concerning the purchase of the Shares from the Selling Shareholders by the Underwriters.
