Letter Agreement dated April 29, 2004 among Memec, Permira, Schroder, Barings



  
 EXHIBIT 10.21

  
 Memec, Inc. 
 3721 Valley Centre Drive 
 San Diego, CA 92130

  
 April 29, 2004 
  
 Permira (Europe) Limited 
 Schroder Venture
Managers (Guernsey) Limited 
 Barings (Guernsey) Limited 
 SV
Nominees Limited 
 P.O. Box 71 
 Trafalgar Court, Les Banques

 St. Peter Port, Guernsey, Channel Islands, GY1 3DA 
  
 Dear Sirs: 
  
 Reference is made to that certain Exchange Agreement, dated as of April 19, 2004 (the “Exchange Agreement”), between Memec Group Holdings Limited, Memec, Inc. (“Memec”) and the shareholders named
therein, which Exchange Agreement was entered into in order to facilitate the redomiciling of the holding company of the Memec group of companies to the United States. This letter will confirm our agreement that in connection with and in
consideration for your participation in the transactions contemplated by the Exchange Agreement, Permira (Europe) Limited, as general partner of Permira Europe II Managers, L.P., SV Nominees Limited, as nominee for Schroder Ventures Investment
Limited (together “Permira Europe II”) and Schroder Venture Managers (Guernsey) Limited and Barings (Guernsey) Limited (“Permira UK” and, together with Permira Europe II, the “Permira Funds”), will be entitled, without
further action required by Memec or the Permira Funds, to the following rights regarding the appointment of the representatives to Memec’s Board of Directors (the “Board”): 
  
 (i) The Permira Funds shall be afforded the opportunity to provide to the Board, a reasonable period of time before the
Board or Memec distributes to stockholders a proxy statement or other materials in connection with the election of directors, the name of a nominee to the Board (such person, the “Nominee”), as well as any other information regarding such
Nominee as Memec may reasonably request. The selection by the Permira Funds of their Nominee shall be made after consultation with Memec. The Board and/or Memec shall include the Nominee as one of the persons recommended by the Board for election as
a director of Memec, solicit proxies from stockholders in favor of the election of the Nominee as a director, and otherwise use all reasonable efforts to cause the Nominee to be elected as a director of Memec. In the event a Nominee elected to the
Board shall cease to serve as a director for any reason, the Board shall fill the vacancy resulting therefrom with another Nominee selected by the Permira Funds. If the Company has a classified Board, the Permira Funds shall be permitted to elect
the class of directors in which their Nominee is to be included, and Memec’s obligation under this paragraph (i) shall be to take the steps set forth herein to cause the Nominee to be elected in the year in which the Nominee’s class of
directors is up for election. Notwithstanding the foregoing, the Board shall not be required to fulfill its obligations under this paragraph to the extent that doing so would be in contravention of its fiduciary duties to Memec’s stockholders.

  









 (ii) Notwithstanding anything in paragraph (i) to the contrary, if at any time the Permira Funds and
their affiliates cease to own at least 5% of the outstanding shares of common stock, par value $.001 per share, of Memec, the Permira Funds shall not have any right to designate a Nominee to the Board under this Agreement. 
  
 (iii) It is expressly agreed that, notwithstanding any affiliation of Peter
Smitham either currently or that he may have from time to time with the Permira Funds, Peter Smitham (a current director of Memec) shall not be considered the Nominee of the Permira Funds under this Agreement. 
  

			
	 Very truly yours:
  
 MEMEC, INC.

		
	 By:
	 	 /s/ DOUG LINDROTH

	 	 	

	 	 	 Name:
 Title:



  
 ACCEPTED AND AGREED: 

 
 PERMIRA (EUROPE) LIMITED 
 as general partner of Permira Europe II Managers, L.P. as general partner of 
  
 (1) Permira Europe II L.P. 1 
  
 (2) Permira
Europe II L.P. 2 
  
 (3) Permira Europe II C.V.3 
  
 (4) Permira Europe II C.V.4 
 and as manager of the Permira Europe II Co-Investment Scheme 
  

			
	 
		
	 By:
	 	 /s/ L. MCNAIRN

	 	 	

	 	 	 Name: Laurence S. McNairn
 Title:   Director


  
 SV NOMINEES LIMITED 
 As nominee for Schroder Ventures Investment Limited 
  

			
	 
		
	 By:
	 	 /s/ L. McNAIRN

	 	 	

	 	 	 Name: Laurence S. McNairn
 Title:   Director


  









 SCHRODER VENTURE MANAGERS (GUERNSEY) LIMITED 
 As manager of the Schroder UK Venture Fund IV Co-Investment Scheme 
  

			
	 
		
	 By:
	 	 /s/ L. McNAIRN

	 	 	

	 	 	 Name: Laurence S. McNairn
 Title:   Director


  
 BARINGS (GUERNSEY) LIMITED 

For and on behalf of 
  
 (1) Barings (Guernsey) Limited as Trustee of Schroder UK Venture Fund IV Trust 
  
 (2) Barings (Guernsey) Limited as Custodian of Schroder UK Venture Fund IV LP1 
  

(3) Barings (Guernsey) Limited as Custodian of Schroder UK Venture Fund IV LP2 
  


									
	 	 	 	 	 
					
	 By:
	 	 /s/ A. NORMAN
	 	 	 	 	 	 /s/ T. GARDNER

	 	 	
	 	 	 	 	 	

	 	 	 Name: Adrian Norman
 Title:   Authorised Signatory
	 	 	 	 	 	 Tracy Gardner
 Authorised Signatory