SMART GLOBAL HOLDINGS,
INC.


 


 


 


AMENDMENT NO. 4 TO


INVESTORS SHAREHOLDERS AGREEMENT


 


 


Dated as of January
29, 2018


 


 


 


 


 





 






 




     


     

    

SMART GLOBAL HOLDINGS,
INC.


 


AMENDMENT NO. 4 TO INVESTORS
SHAREHOLDERS AGREEMENT


 


This AMENDMENT NO. 4 TO INVESTORS SHAREHOLDERS
AGREEMENT (this “Amendment”), dated as of January 29, 2018, amends the Amended and Restated Investors
Shareholders Agreement, dated as of November 5, 2016 (the “Original A&R Investors Shareholders
Agreement”) and as amended by Amendment No. 2 to Investors Shareholders Agreement dated as of May 30, 2017 and
Amendment No. 3 to Investors Shareholders Agreement dated as of October 17, 2017 (as amended, the “A&R Investors
Shareholders Agreement” and, together with this Amendment, this “Agreement”), by and among SMART
Global Holdings, Inc. (f/k/a Saleen Holdings, Inc.), a Cayman Islands exempted company (together with its successors and
assigns, the “Company”), Silver Lake Partners III Cayman (AIV III), L.P., a Cayman Islands exempted
limited partnership (the “SLP Investor”), Silver Lake Technology Investors III Cayman, L.P., a Cayman
Islands exempted limited partnership (the “SLP Co-Investor”), Silver Lake Sumeru Fund Cayman, L.P., a
Cayman Islands exempted limited partnership (the “SLS Investor”), Silver Lake Technology Investors Sumeru
Cayman, L.P., a Cayman Islands exempted limited partnership (the “SLS Co-Investor”), the
Management Investors (as defined in the A&R Investors Shareholders Agreement) and the Warrant Investors (as defined in
the A&R Investors Shareholders Agreement).


 


WHEREAS, the Company, the
SLP Investor, the SLP Co-Investor, the SLS Investor, the SLS Co-Investor and the initial Management Investors named therein entered
into that certain Management Investors Shareholders Agreement, dated as of August 26, 2011 (the “Initial Agreement”),
in order to set forth certain rights and other terms in connection with ownership of ordinary shares of the Company;


 


WHEREAS, the Company, the
SLP Investor, the SLP Co-Investor, the SLS Investor and the SLS Co-Investor entered into the Original A&R Investors Shareholders
Agreement to amend and restate the Initial Agreement in connection with the Amended Credit Agreement (as defined in the Original
A&R Investors Shareholders Agreement) in order to set forth certain rights and obligations of the Warrant Investors with respect
to the ownership of equity securities of the Company by the Warrant Investors, and the Management Investors and the Warrant Investors
became parties thereto; and


 


WHEREAS, the Company, the
SLP Investor, the SLP Co-Investor, the SLS Investor and the SLS Co-Investor desire to amend certain sections A&R Investors
Shareholders Agreement.


 


NOW,
THEREFORE, in consideration of the agreements and obligations set forth in this Agreement and for other good and valuable consideration,
the receipt of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:


 




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ARTICLE I


 


DEFINITIONS


 


Section 1.1.Definitions. Capitalized
terms that are defined in the preamble or the recitals hereto shall have such meanings throughout this Amendment. Capitalized
terms used but not defined in this Amendment shall have the meanings assigned thereto in the A&R Investors Shareholders
Agreement. The meanings assigned to all defined terms used in this Amendment shall be equally applicable to both the singular
and plural forms of such defined terms.


 


Section 1.2.Amendment
to Section 1.1 of the A&R Investors Shareholders Agreement. The definition for the term “Shares” in Section
1.1 of the A&R Investors Shareholders Agreement is hereby amended and restated in its entirety as follows:


 


“Shares” means the ordinary shares, par
value $0.03 per share, of the Company.


 


ARTICLE II


 


AMENDMENTS


 


Section 2.1.Amendments to Section 3.4 of
the A&R Investors Shareholders Agreement. Section 3.4 of the A&R Investors Shareholders Agreement is hereby
amended and restated in its entirety as follows:


 


Section 3.4. Post-Initial Public Offering Transfers.


 


(a)  Certain
Definitions. As used in this Section 3.4:


 


(i)  “Applicable
Transfer Cap” means, with respect to the Key Management Investor or his Permitted Transferee at the date of a
proposed transfer, a number of Transferrable Shares equal to (A) the Key Management Investor’s First Period Cap plus (B)
if the transfer occurs after the commencement of the Second Period, the Key Management Investor’s Second Period Cap minus (C)
the aggregate number of Transferrable Shares that the Key Management Investor and his Permitted Transferees have transferred
on or after November 20, 2017 other than (1) to a Permitted Transferee pursuant to Section 3.2, (2) to satisfy tax
withholding requirements in connection with the exercise, vesting or settlement, as applicable, of Options (or similar stock
appreciation rights), Restricted Stock Units or restricted stock awards or (3) with the prior written consent of the Silver
Lake Investors.


 


(ii)  “First
Period” means the period beginning on November 20, 2017 and ending at the close of trading on May 30, 2018.


 


(iii)  “First
Period Cap” means, with respect to the Key Management Investor or his Permitted Transferee at the date of the proposed


 




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transfer, a number of Transferrable Shares equal
to (A) 638,518 multiplied by (B)(1) the aggregate number of Transferable Shares that are Transferred by the Silver Lake
Investors on or after November 20, 2017 and prior to the end of the First Period divided by (2) 14,501,358.


 


(iv)  “Key
Management Investor” means those Management Investors set forth on Exhibit C attached hereto on the date of this
Agreement.


 


(v)  “Listing
Exchange” means the NASDAQ Global Market or other nationally recognized stock exchange or listing system, in each case
on which the Shares of the Company are at any time listed or quoted.


 


(vi)  “Non-Discretionary
Sale Program” means a non- discretionary, automatic selling program for the sale of securities established with a nationally
recognized registered broker/dealer that complies with customary market practices for non-discretionary, automatic selling programs
instituted by senior executives of public companies pursuant to Rule 10b5-1 (or any successor provision) under the Exchange Act,
as such provision is amended from time to time, which executes trades in the subject securities without direction or control by
the Key Management Investor (except with respect to additions and reductions in the number of Transferrable Shares to be sold in
a given Non-Discretionary Sale Program to the extent required by Section 3.4(c)(i) or Section 3.4(c)(ii)).


 


(vii)  “Post-IPO
Transfer Restriction Periods” means, collectively, the First Period and the Second Period.


 


(viii)  “Second
Period” means the period beginning and including May 31, 2018 and ending at the close of trading on May 30, 2020.


 


(ix)  “Second
Period Cap” means, with respect to the Key Management Investor or his Permitted Transferee at the date of the proposed
transfer, a number of Transferrable Shares equal to (A) 127,703 plus (B) the result of (X) 638,518 multiplied by (Y)
(1) the aggregate number of Transferable Shares that are Transferred by the Silver Lake Investors during the Second Period divided
by (2) 14,501,358.


 


(x)  “Trading
Day” means a day on which the Listing Exchange is open for at least one-half (1/2) of its normal trading hours.


 


(xi)  “Transferred”
with respect to Transferable Shares of any Silver Lake Investor means any Transferrable Shares, directly or indirectly, sold, exchanged,
assigned, pledged, hypothecated, distributed, gifted or otherwise transferred, disposed of or encumbered, in each case, whether
in such Silver Lake Investor’s own right or by its representative and whether voluntary or involuntary or by operation of
law, including, for the avoidance of doubt, Transferrable Shares sold in a registered public offering, sold in a non-registered
or private trade, or distributed to any person or entity, other than, in each case, to an affiliate of a Silver Lake Investor.


 




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(b)  Termination
of Section 3.4. Notwithstanding anything in this Section 3.4 to the contrary:


 


(i)  if (x)
the Company and all of its Subsidiaries terminate the employment or service of the Key Management Investor without Cause (as
defined in Section 5.1(e)) or (y) the Key Management Investor resigns from the Company and its Subsidiaries with Good Reason
(as defined in Section 5.1(h)), in either case during any of the Post-IPO Transfer Restriction Periods, this Section 3.4
shall cease to apply to the Key Management Investor from and after the date of any such termination; provided, that
for the avoidance of doubt, if (A) the Company and all of its Subsidiaries terminate the employment or service of the Key
Management Investor for Cause or (B) the Key Management Investor resigns from the Company and its Subsidiaries, in each case
during any of the Post-IPO Transfer Restriction Periods, this Section 3.4 shall continue to apply to such Key Management
Investor in accordance with its terms;


 


(ii)  if
all of the Silver Lake Investors, taken as a whole, cease to own any Securities, this Section 3.4 shall cease to apply to the Key
Management Investor from and after the date that the Silver Lake Investors as a whole, own no Securities; and


 


(iii)  for
the avoidance of doubt, this Section 3.4 shall terminate in its entirety upon the expiration of the Second Period.


 


(c)  Transfers
During the Post-IPO Transfer Restriction Periods. Without limiting Section 3.1 or Section 3.5 and subject in all cases to Section
3.4(b), during the Post-IPO Transfer Restriction Periods, the Key Management Investor and his Permitted Transferees shall not transfer
any Securities to any Person, except transfers of Transferable Shares (A) to Permitted Transferees pursuant to Section 3.2, (B)
transfers to satisfy tax withholding requirements in connection with the exercise, vesting or settlement, as applicable, of Options
(or similar stock appreciation rights), Restricted Stock Units or restricted stock awards, (C) upon receipt of the prior written
consent of the Silver Lake Investors or (D) any other transfers as long as such proposed transfer is made in accordance with the
Key Management Investor’s Applicable Transfer Cap as of such transfer. Notwithstanding anything in this Agreement to the
contrary, Shares underlying Restricted Stock Units that vest after November 5, 2018 shall not be subject to any restrictions contained
in this Agreement.


 


(i)  To the
extent the Key Management Investor or his Permitted Transferee desires to transfer any Transferable Shares to any Person
(other than (u)  a Permitted Transferee pursuant to Section 3.2, (v) in a registered underwritten offering in which
one or more of the Silver Lake Investors participates, (w) in connection with a Tag-Along Sale, (x) to satisfy tax
withholding requirements in connection with the exercise, vesting or settlement, as applicable, of Options (or similar stock
appreciation rights), Restricted Stock Units or restricted stock awards, or (y) transfers upon receipt of the prior written
consent of the Silver


 




    4 


     

    

Lake Investors) or implement a Non-Discretionary
Sale Program (or increase the number of Transferrable Shares permitted to be sold thereunder), the Key Management Investor or his
Permitted Transferee, as applicable, shall provide written notice (a “Post-IPO Transfer Notice”) of such action
to the Company and the Silver Lake Investors at least one (1) Business Days prior thereto, setting forth, as applicable, (i) the
number of Transferable Shares proposed to be transferred or covered by such Non-Discretionary Sale Program and (ii) the identity
of the proposed transferee, if known, and the manner of disposition contemplated for such proposed transfer or the identity of
the broker-dealer that will be establishing such Non-Discretionary Sale Program. Within one (1) Business Days following receipt
of such Post-IPO Transfer Notice, the Company shall provide written notice to the Key Management Investor or his Permitted Transferee,
as applicable, and the Silver Lake Investors setting forth the Applicable Transfer Cap for the Key Management Investor or his Permitted
Transferee as of the date of delivery of such Post-IPO Transfer Notice, provided that the Key Management Investor or his Permitted
Transferee, as applicable, shall provide the Company with all information reasonably requested by the Company in order to calculate
such Applicable Transfer Cap.


 


(ii)  Notwithstanding
the foregoing, if the Key Management Investor or his Permitted Transferees wishes to transfer a number of Transferrable Shares
during the Second Period in excess of such Key Manager Investor’s or his Permitted Transferees’ Applicable Transfer
Cap if the figure in clause (A) of the definition of Second Period Cap were “0”, then any such excess Transferrable
Shares must be transferred pursuant to a Non-Discretionary Sale Program established in accordance with Section 3.4(c)(iii)


 


(iii)  The
Key Management Investor or his Permitted Transferee may establish a Non-Discretionary Sale Program for the sale of Transferable
Shares owned by the Key Management Investor and his Permitted Transferees at any time during an open trading window (which, for
this purpose, shall include the period prior to the Initial Public Offering) for any or all of his Transferrable Shares as long
as such Non-Discretionary Sale Program does not permit the sale of any such shares other than as permitted by this Agreement. Each
Non- Discretionary Sale Program shall not permit the transfer of a number of Transferrable Shares in excess of the Applicable Transfer
Cap for the Key Management Investor and his Permitted Transferees from time to time, but such cap shall never be less than the
number of Transferable Shares permitted under the Applicable Transfer Cap at the time of creation of the Non-Discretionary Sales
Program. Notwithstanding the foregoing, the Key Management Investor or his Permitted Transferee may amend any Non-Discretionary
Sales Program to provide for sales of excess Transferable Shares as required by Section 3.4(c)(ii), but in all cases subject to
the Applicable Transfer Cap for the Key Management Investor and his Permitted Transferee. For the avoidance of doubt, in no event
shall the Key Management Investor or his Permitted Transferee be permitted to sell (whether or not pursuant to a Non-Discretionary
Sales Program and whether


 




    5 


     

    

or not in one or more transactions) an amount in
excess of the Applicable Transfer Cap of the Key Management Investor.


 


Section 2.2.Amendments
to Section 3.6 of the A&R Investors Shareholders Agreement. Section 3.6 of the A&R Investors Shareholders Agreement
is hereby amended and restated in its entirety as follows:


 


Section 3.6. Tag-Along Rights.


 


(a)  If
any of the Silver Lake Investors propose to transfer, in one (1) or a series of related transactions, Transferrable Shares (a “Tag-Along
Sale”) to another Person, such Silver Lake Investor (the “Selling Silver Lake Investor”) shall give
written notice (a “Transfer Notice”) of such proposed transfer to the Key Management Investor with respect to
such Tag- Along Sale as far in advance, as is reasonably practicable as determined by such Silver Lake Investor, prior to the consummation
of such proposed transfer, setting forth (i) such Silver Lake Investor’s estimate of the number of Transferable Shares proposed
to be Transferred, (ii) such Silver Lake Investor’s estimate of the consideration to be received for such Transferable Shares
by such Selling Silver Lake Investor, (iii) the identity of the purchaser (if known), (iv) any other material terms and conditions
of the proposed transfer, (v) the fraction, expressed as a percentage, determined by dividing the estimated number of Transferable
Shares to be purchased from all Silver Lake Investors selling in the Tag-Along Sale by 14,501,358 and (vi) an invitation to the
Key Management Investor or his Permitted Transferee to irrevocably agree to include in the Tag-Along Sale a number of Transferable
Shares held by the Key Management Investor or his Permitted Transferee equal to the product of 638,518 multiplied by the fraction,
expressed as a percentage (the “Tag-Along Sale Percentage”), determined by diving the number of Transferable
Shares that are actually purchased from all Silver Lake Investors selling in the Tag- Along Sale by 14,501,358 (such amount with
respect to the Key Management Investor or his Permitted Transferee, the Key Management Investor’s or his Permitted Transferee’s
“Tag-Along Shares”). In the event that more than one (1) Silver Lake Investor proposes to execute or participate
in a Tag-Along Sale (including, for the avoidance of doubt, the exercise by any Silver Lake Investor of its own “tag-along”
or participation rights), then all such transferring Silver Lake Investors shall be treated as the Selling Silver Lake Investor,
and the Transferable Shares held and to be transferred by such Silver Lake Investors shall be aggregated under this Section 3.6,
including for purposes of calculating the applicable Tag-Along Sale Percentage.


 


(b)  Upon
delivery of a Transfer Notice, the Key Management Investor or his Permitted Transferee may either (i) irrevocably elect to include
the Key Management Investor’s or his Permitted Transferee’s Tag-Along Shares in such Tag-Along Sale at the same price
per Transferable Share and pursuant to the same terms and conditions as agreed to by the Selling Silver Lake Investor prior to
the deadline specific by the applicable Silver Lake Investor in the Transfer Notice, or (ii) allow the Applicable Transfer Cap
to be increased by the number of Shares that would otherwise be in the Tag-Along Shares amount. In the event that (x) the Key Management
Investor or his Permitted Transferee does not deliver the irrevocable election contemplated by clause (i) of the immediately preceding
sentence prior to the applicable deadline or (y) the form of the Silver Lake Investor transfer is a “distribution-in-kind”
to its partners, then


 




    6 


     

    

in either such case, the Key Management Investor
and his Permitted Transferees shall not participate in the Tag-Along Sale and clause (ii) of the immediately preceding sentence
shall apply with respect to such sale by the Selling Silver Lake Investor.


 


(c)  The
Key Management Investor or his Permitted Transferees shall take or cause to be taken all reasonable actions as the Selling Silver
Lake Investor deems to be necessary or desirable in or to consummate expeditiously such Tag-Along Sale pursuant to this Section
3.6, including (i) executing, acknowledging and delivering consents, assignments, waivers and other documents or instruments, (ii)
filing applications, reports, returns, filings or other documents or instruments with governmental authorities and (iii) otherwise
cooperating with the Selling Silver Lake Investors and the Proposed Transferee.


 


(d)  Notwithstanding
the delivery of any Transfer Notice, all determinations as to whether to complete any Tag-Along Sale and as to the timing, manner,
price and other terms and conditions of any such Tag-Along Sale shall be at the sole discretion of the Selling Silver Lake Investor,
and the Selling Silver Lake Investor and its Affiliates shall have no liability to the Key Management Investor or his Permitted
Transferees arising from, relating to or in connection with the pursuit, consummation, postponement, abandonment or terms and conditions
of any Tag-Along Sale except to the extent such Selling Silver Lake Investor failed to comply with the provisions of this Section
3.6.


 


(e)
This Section 3.6 shall terminate upon the expiration of the Second Period.


 


Section 2.3.Amendment
to Exhibit C of the A&R Investors Shareholders Agreement. Exhibit C to the A&R Investors Shareholders Agreement
is hereby deleted in its entirety and replaced with Exhibit C attached hereto.


 


ARTICLE
III


 


MISCELLANEOUS


 


Section 3.1.The A&R Investors
Shareholders Agreement. Except as provided herein, all terms and conditions of the A&R Investors Shareholders
Agreement remain in full force and effect.


 


Section 3.2.Governing
Law. This Agreement and all claims or causes of action (whether in tort, contract or otherwise) that may be based upon, arise
out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause
of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement)
shall be governed by and construed in accordance with the laws of the State of Delaware, regardless of the laws that might otherwise
govern under applicable principles of conflicts of laws, except that Cayman Islands law shall apply in respect of any fiduciary
duty or any mandatory provision of Cayman Islands corporate law.


 


Section 3.3.Severability.
If any portion of this Agreement shall be declared void or unenforceable by any court or administrative body of competent jurisdiction,
such


 




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portion shall be deemed severable from the remainder
of this Agreement, which shall continue in all respects valid and enforceable.


 


Section
3.4. Counterparts. This Agreement may be executed in any number of counterparts (which delivery may be by electronic transmission),
each of which shall be deemed an original, but all of which together shall constitute a single instrument.


 


 


[The remainder of this page intentionally left
blank.]


 




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IN WITNESS
WHEREOF, each of the undersigned has executed this Amendment No. 4 to Investors Shareholders Agreement or caused this Amendment
No. 4 to Investors Shareholders Agreement to be signed by its officer thereunto duly authorized as a deed as of the date first
written above.


 


COMPANY:


 


	SMART GLOBAL HOLDINGS, INC.	 	In the presence of:
	 	 	 	 
	 	 	 	 
	 	 	 	 
	By: 	/s/ Jack Pacheco	 	/s/ Debbie Borden
	 	Name: Jack Pacheco 	 	Signature of Witness
	 	Title: Executive Vice President, Chief 	 	Name of Witness: Debbie Borden
	 	Operating Officer and Chief Financial	 	 
	 	Officer	 	 


 


 


[Signature Pages Follow]


 




     


     

    

SLP INVESTOR:


 


SILVER LAKE PARTNERS III CAYMAN

(AIV III), L.P.


 


	By:	Silver Lake Technology Associates III 
	 	Cayman, L.P., its General Partner
	 	 
	By: 	Silver Lake (Offshore) AIV GP III, Ltd., 
	 	its General Partner


	 	 	 	In the presence of:
	 	 	 	 
	 	 	 	 


	By: 	/s/ Kenneth Hao	 	/s/ Sue Hudson
	 	Name: Kenneth Hao	 	Signature of Witness
	 	Title: Director 	 	Name of Witness: Sue Hudson
	 	 	 	 


SLP CO-INVESTOR:


 


Silver Lake Technology
Investors

III Cayman, L.P.


 


	By:	Silver Lake Technology Associates
    III 
	 	Cayman, L.P., its General Partner
	 	 
	By: 	Silver Lake (Offshore) AIV GP III, Ltd., 
	  	its General Partner


	 	 	 	In the presence of:
	 	 	 	 
	 	 	 	 


	By: 	 /s/ Kenneth Hao	 	/s/ Sue Hudson
	 	Name: Kenneth Hao	 	Signature of Witness
	 	Title: Director 	 	Name of Witness: Sue Hudson


 


 


[Signature Page Follows]


 




     


     

    

SLS INVESTOR:


 


SILVER LAKE SUMERU FUND CAYMAN, L.P.






 


	By:	Silver Lake Technology Associates Sumeru 
	 	Cayman, L.P., its General Partner
	 	 
	By: 	SLTA Sumeru (GP) Cayman, L.P., its 
	 	General Partner
	 	 
	By:	Silver Lake Sumeru (Offshore) AIV GP, 
	 	Ltd., its General Partner


	 	 	 	In the presence of:
	 	 	 	 
	 	 	 	 


	By:	/s/ Ajay Shah	 	/s/ Cynthia Reyes-Orosco
	 	Name: Ajay Shah	 	Signature of Witness
	 	Title: Director 	 	Name of Witness: Cynthia Reyes-Orosco
	 	 	 	 
	 	 	 	 


SLS CO-INVESTOR:


 


Silver Lake Technology
Investors 

Sumeru Cayman, L.P.






 


	By:	Silver Lake Technology Associates Sumeru 
	 	Cayman, L.P., its General Partner
	 	 
	By: 	SLTA Sumeru (GP) Cayman, L.P., its 
	 	General Partner
	 	 
	By:	Silver Lake Sumeru (Offshore) AIV GP, 
	 	Ltd., its General Partner 





	 	 	 	In
the presence of:
	 	 	 	 
	 	 	 	 
	By: 	 /s/ Ajay Shah	 	/s/ Cynthia Reyes-Orosco
	 	Name: Ajay Shah	 	Signature of Witness
	 	Title: Director 	 	Name of Witness: Cynthia Reyes-Orosco

         



 


 


[Signature Page for Amendment
No. 4 to Investors Shareholders Agreement]


 




     


     

    

EXHIBIT C


 


KEY MANAGEMENT INVESTORS


 


Iain MacKenzie


 


[Amendment No. 4 to Investors Shareholders Agreement]