TERMINATION AGREEMENTTermination Agreement • September 16th, 2009 • SMART Modular Technologies (WWH), Inc. • Semiconductors & related devices • Delaware
TERMINATION AGREEMENT (this “Termination Agreement”) is made as of this [11th] day of September, 2009, by and 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 (“WestRiver”) and (vi) Patel Family Partners, L.P. (“Patel” and together with the TPG Entities, the FP Entities, Shah Capital, WestRiver and Patel, the “Shareholders”).
