Shareholder Agreement Template

Exhibit 4.8

SHAREHOLDERS’ AGREEMENT

dated as of

[                                          ], 2006

Table of Contents

SHAREHOLDERS’ AGREEMENT

     SHAREHOLDERS’ AGREEMENT dated as of [___], 2006 (the “ Agreement ”) among (i) SMART Modular Technologies (WWH), Inc., an exempted company incorporated under the laws of the Cayman Islands (the “ Company ”), (ii) T ³ II SM, LLC (“ T ³ 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.

W I T N E S S E T H :

     WHEREAS, the Company and Modular, L.L.C. (“ Modular ”) previously entered into a Shareholder’s Agreement and a Registration Rights Agreement, each dated as of March 8, 2005 (the “ Original Agreements ”) in connection with Modular’s ownership of securities of the Company;

     WHEREAS, concurrently herewith, Modular is merging with and into Modular Merger LLC, the Ordinary Shares (defined below) of the Company owned by Modular are being exchanged for, among other things, the membership interests in Modular and the Original Agreements are being terminated by the parties thereto; and

     WHEREAS, the parties hereto desire to enter into this Agreement to govern certain of their rights, duties and obligations;

     NOW, THEREFORE, in consideration of the covenants and agreements contained herein, the parties hereto agree as follows:

ARTICLE 1
Definitions

     Section 1.01 . Definitions. (a) The following terms, as used herein, have the following meanings:

     " Adverse Person ” means any Person whom the Board determines in good faith is a competitor or a potential competitor of the Company or its Subsidiaries.

     " Affiliate ” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with such Person, provided that no securityholder of the Company shall be deemed an Affiliate of any other securityholder solely by reason of any Investment in the Company. For the purpose of this definition, the term “ control ” (including with correlative meanings, the terms “ controlling ,” “ controlled by ” and “ under common control with ”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

     " Aggregate Ownership ” means, with respect to any Shareholder or group of Shareholders, and with respect to any class of Company Securities, the total amount of such class of Company Securities “ beneficially owned ” (as such term is defined in Rule 13d-3 of the Exchange Act) (without duplication) by such Shareholder or group of Shareholders as of the date of such calculation, calculated on a Fully Diluted basis.

     " Aggregate Ownership Percentage ” means, with respect to any Shareholder (or group of Shareholders), and with respect to any class of Company Securities, the percentage equal to such Shareholder’s (or group of Shareholders’) Aggregate Ownership of such class of Company Securities divided by all outstanding Company Securities of such class, calculated on a Fully Diluted basis.

     " Board ” means the board of directors of the Company.

     " Business Day ” means any day except a Saturday, Sunday or other day on which commercial banks in San Francisco or New York City are authorized by law to close.

     " Charter ” means the Amended and Restated Memorandum and Articles of Association of the Company, as the same may be amended from time to time.

     " Company Securities ” means (i) the Ordinary Shares, (ii) securities convertible into or exchangeable for Ordinary Shares, and (iii) options, warrants or other rights to acquire Ordinary Shares or any other equity or equity-linked security issued by the Company.

     " Distribution in Kind ” means, with respect to the applicable Institutional Shareholder, (A) any Transfer by any TPG Entities’ fund that is a partnership, limited liability company, corporation or other entity of any of its Ordinary Shares to any partner, member, shareholder or other constituent of such entity pursuant to a distribution that is made to such partner, member, shareholder or other constituent in accordance with the respective partnership, limited liability company agreement, certificate or articles of incorporation or other organizational

document of such any TPG Entities’ fund without payment of consideration therefor by such partner, member, shareholder or other constituent, (B) any Transfer by any FP Entities’ fund that is a partnership, limited liability company, corporation or other entity of any of its Ordinary Shares to any partner, member, shareholder or other constituent of such entity pursuant to a distribution that is made to such partner, member, shareholder or other constituent of such entity in accordance with the respective partnership, limited liability company agreement, certificate or articles of incorporation or other organizational document of such FP fund without payment of consideration therefor by such partner, member, shareholder or other constituent, and (C) any Transfer by any Shah Capital fund that is a partnership, limited liability company, corporation or other entity of any of its Ordinary Shares to any partner, member, shareholder or other constituent of such entity pursuant to a distribution that is made to such partner, member, shareholder or other constituent of such entity in accordance with the respective partnership, limited liability company agreement, certificate or articles of incorporation or other organizational document of such Shah Capital fund without payment of consideration therefor by such partner, member, shareholder or other constituent.

     " Drag-Along Portion ” means, with respect to any Other Shareholder, (i) the Aggregate Ownership of Ordinary Shares by such Other Shareholder multiplied by (ii) a fraction, the numerator of which is the number of Ordinary Shares proposed to be sold by the Institutional Shareholders in the applicable Compelled Sale under Section 4.02 and the denominator of which is the Aggregate Ownership of Ordinary Shares by the Institutional Shareholders.

     " Exchange Act ” means the Securities Exchange Act of 1934, as amended.

     " First Public Offering ” means the first Public Offering of Ordinary Shares.

     " Five Percent Shareholder ” means a Shareholder whose Aggregate Ownership Percentage of Ordinary Shares is 5% or more.

     " Foreign Subsidiary ” means, with respect to the Company, any entity organized under the laws of a jurisdiction other than a State of the United States of America of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at the time directly or indirectly owned by the Company.

     " Fully Diluted ” means, with respect to any class of Company Securities, all outstanding shares of such class of Company Securities and all shares issuable in respect of securities convertible into or exchangeable for such shares, all stock appreciation rights, options, warrants and other rights to purchase or subscribe for

such Company Securities or securities convertible into or exchangeable for such Company Securities; provided that if any of the foregoing stock appreciation rights, options, warrants or other rights to purchase or subscribe for such Company Securities are subject to vesting, the Company Securities subject to vesting shall be included in the definition of “ Fully Diluted ” only upon and to the extent of such vesting.

     " Initial Ownership ” means, (i) with respect to any Shareholder and any class of Company Securities, the Aggregate Ownership of such class by such Shareholder as of the date hereof (as indicated on Schedule I hereto), provided that if such Shareholder sells Ordinary Shares to the underwriters pursuant to the underwriting agreement relating to the First Public Offering of Company Securities, such Shareholder’s Initial Ownership as of the date hereof shall be deemed to be the Aggregate Ownership indicated on Schedule I hereto less the number of Ordinary Shares actually sold to such underwriters pursuant to the underwriting agreement, or, (ii) with respect to any Person who shall become a party to this Agreement on a later date, such Person’s Aggregate Ownership of such class as of such later date (as indicated on the joinder agreement signed by such Person), in each case taking into account any stock split, stock dividend, reverse stock split or similar event.

     " Insignificant Subsidiary ” means a subsidiary of the Company that does not meet any of the conditions contained in the definition of “significant subsidiary” as defined in Rule 1-02(w) of Regulation S-X promulgated under the Securities Act.

     " Institutional Shareholders ” means the TPG Entities, the FP Entities and Shah Capital.

     " Investment ” means, with respect to any Person, (i) any direct or indirect purchase or other acquisition by such Person of any notes, obligations, instruments, stock, securities or ownership interest (including any partnership, limited liability and joint venture interest) of any other Person and (ii) any capital contribution by such Person to any other Person.

     " Ordinary Shares ” means the Ordinary Shares, par value $0.000166667 per share, of the Company.

     " Other Shareholders ” means all Shareholders other than the Institutional Shareholders.

“ Permitted Transferee ” means

     (i) in the case of any TPG Entity and its Permitted Transferees, (A) any TPG Entity, TPG Entities’ fund or co-investment

partnership, (B) any general or limited partner of any TPG Entity, TPG Entities’ fund or co-investment partnership (collectively, a “ TPG Partner ”), and any corporation, partnership or other entity that is an Affiliate of any TPG Partner (collectively “ TPG Affiliates ”), (C) any managing director, general partner, director, limited partner, officer or employee of any TPG Entity, TPG Entities’ fund, any TPG Partner or any TPG Affiliate, or any spouse, lineal descendant, sibling, parent, heir, executor, administrator, testamentary trustee, legatee or beneficiary of any of the foregoing persons described in this clause (C) (collectively, “ TPG Associates ”), and (D) any trust, the beneficiaries of which, any charitable trust, the grantor of which, or any corporation, limited liability company or partnership, the stockholders, members or general or limited partners of which, include only the TPG Entities, TPG Partners, TPG Affiliates, TPG Associates, their spouses or their lineal descendants;

     (ii) in the case of any FP Entity and its Permitted Transferees, (A) any FP Entity, FP fund or co-investment partnership, (B) any general or limited partner of any FP Entity, FP fund or co-investment partnership (collectively, an “ FP Partner ”), and any corporation, partnership or other entity that is an Affiliate of any FP Partner (collectively “ FP Affiliates ”), (C) any managing director, general partner, director, limited partner, officer or employee of any FP Entity, FP fund, any FP Partner or any FP Affiliate, or any spouse, lineal descendant, sibling, parent, heir, executor, administrator, testamentary trustee, legatee or beneficiary of any of the foregoing persons described in this clause (C) (collectively, “ FP Associates ”), and (D) any trust, the beneficiaries of which, any charitable trust, the grantor of which, or any corporation, limited liability company or partnership, the stockholders, members or general or limited partners of which, include only the FP Entities, FP Partners, FP Affiliates, FP Associates, their spouses or their lineal descendants;

     (iii) in the case of Shah Capital and its Permitted Transferees, (A) Shah Capital, any Shah Capital fund or co-investment partnership, (B) any general or limited partner of Shah Capital, any Shah Capital fund or co-investment partnership (collectively, a “ Shah Capital Partner ”), and any corporation, partnership or other entity that is an Affiliate of any Shah Capital Partner (collectively “ Shah Capital Affiliates ”), (C) any managing director, general partner, director, limited partner, officer or employee of Shah Capital, any Shah Capital fund, any Shah Capital Partner or any Shah Capital Affiliate, or any spouse, lineal descendant, sibling, parent, heir, executor, administrator, testamentary trustee, legatee or beneficiary of any of the foregoing persons described in this clause (C) (collectively, “ Shah Capital Associates ”), and (D) any trust, the beneficiaries of which, any charitable trust, the grantor of which, or any corporation, limited liability company or partnership, the stockholders,

members or general or limited partners of which, include only Shah Capital, Shah Capital Partners, Shah Capital Affiliates, Shah Capital Associates, their spouses or their lineal descendants; and

     (iv) in the case of any Other Shareholder that is or becomes a party to this Agreement, (A) a Person to whom Company Securities are Transferred from such Other Shareholder (1) by will or the laws of descent and distribution or (2) by gift without consideration of any kind, provided that, in the case of clause (2), such transferee is the spouse or the lineal descendant, sibling or parent of such Shareholder, or (B) a trust that is for the exclusive benefit of such Other Shareholder or its Permitted Transferees under (A) above.

     " Person ” means an individual, corporation, limited liability company, partnership, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

     " Public Offering ” means an underwritten public offering of Registrable Securities of the Company pursuant to an effective registration statement under the Securities Act other than pursuant to a registration statement on Form S-4 or Form S-8 or any similar or successor form.

     " Registrable Securities ” means, at any time, any Ordinary Shares and any securities issued or issuable in respect of such Ordinary Shares by way of conversion, exchange, stock dividend, split or combination, recapitalization, merger, consolidation, other reorganization or otherwise until (i) a registration statement covering such Ordinary Shares has been declared effective by the SEC and such Ordinary Shares have been disposed of pursuant to such effective registration statement, (ii) such Ordinary Shares are sold under circumstances in which all of the applicable conditions of Rule 144 (or any similar provisions then in force) under the Securities Act are met or (iii) such Ordinary Shares are otherwise transferred, the Company has delivered a new certificate or other evidence of ownership for such Ordinary Shares not bearing the legend required pursuant to this Agreement and such Ordinary Shares may be resold without subsequent registration under the Securities Act.

     " Registration Expenses ” means any and all expenses incident to the performance of or compliance with any registration or marketing of securities, including all (i) registration and filing fees, and all other fees and expenses payable in connection with the listing of securities on any securities exchange or automated interdealer quotation system, (ii) fees and expenses of compliance with any securities or “blue sky” laws (including reasonable fees and disbursements of counsel in connection with “blue sky” qualifications of the securities registered), (iii) expenses in connection with the preparation, printing, mailing and delivery of any registration statements, prospectuses and other documents in connection

therewith and any amendments or supplements thereto, (iv) security engraving and printing expenses, (v) internal expenses of the Company (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), (vi) fees and disbursements of counsel for the Company and customary fees and expenses for independent certified public accountants retained by the Company (including the expenses relating to any comfort letters or costs associated with the delivery by independent certified public accountants of any comfort letters requested pursuant to Section 5.04(h) hereof), (vii) reasonable fees and expenses of any special experts retained by the Company in connection with such registration, (viii) fees, out-of-pocket costs and expenses of the Shareholders, including one counsel for all of the Shareholders participating in the offering selected (A) by the participating Institutional Shareholders, in the case of any offering in which any of the Institutional Shareholders participate, or (B) in any other case, by the Shareholders holding the majority of the Registrable Securities to be sold for the account of all Shareholders in the offering, (ix) fees and expenses in connection with any review by the National Association of Securities Dealers, Inc. (the “ NASD ”) of the underwriting arrangements or other terms of the offering, and all fees and expenses of any “qualified independent underwriter,” including the fees and expenses of any counsel thereto, (x) fees and disbursements of underwriters customarily paid by issuers or sellers of securities, but excluding any underwriting fees, discounts and commissions attributable to the sale of Registrable Securities, (xi) costs of printing and producing any agreements among underwriters, underwriting agreements, any “blue sky” or legal investment memoranda and any selling agreements and other documents in connection with the offering, sale or delivery of the Registrable Securities, (xii) transfer agents’ and registrars’ fees and expenses and the fees and expenses of any other agent or trustee appointed in connection with such offering, (xiii) expenses relating to any analyst or investor presentations or any “road shows” undertaken in connection with the registration, marketing or selling of the Registrable Securities, (xiv) fees and expenses payable in connection with any ratings of the Registrable Securities, including expenses relating to any presentations to rating agencies and (xv) all out-of pocket costs and expenses incurred by the Company or its appropriate officers in connection with their compliance with Section 5.04(m).

     " Rule 144 ” means Rule 144 (or any successor provisions) under the Securities Act.

     " Rule 144A ” means Rule 144A (or any successor provisions) under the Securities Act.

     " SEC ” means the Securities and Exchange Commission.

     " Securities Act ” means the Securities Act of 1933, as amended.

     " Sell-down Percentage ” means, with respect to any Shareholder (or group of Shareholders), and with respect to any class of Company Securities, the percentage equal to such Shareholder’s (or group of Shareholders’) Aggregate Ownership of such class of Company Securities divided by such Shareholder’s (or group of Shareholders’) Initial Ownership of such class of Company Securities.

     " Shareholder ” means at any time, any Person (other than the Company) who shall then be a party to or bound by this Agreement, so long as such Person shall “beneficially own” (as such term is defined in Rule 13d-3 of the Exchange Act) any Company Securities.

     " Shortform Registration ” means a registration statement on Form S-3 (or any successor form thereto).

     " Subsidiary ” means, with respect to any Person, any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at the time directly or indirectly owned by such Person.

     " Tag-Along Portion ” means the product of the Aggregate Ownership of Ordinary Shares by the Tagging Person immediately prior to such Transfer and a fraction the numerator of which is the maximum number of Ordinary Shares that the buyer in the Tag-Along Sale is willing to purchase, and the denominator of which is the Aggregate Ownership of Ordinary Shares by all Shareholders.

     " Third Party ” means a prospective purchaser(s) (other than a Permitted Transferee or other Affiliate of a Shareholder) of Company Securities in an arm’s-length transaction from such Shareholder.

     " Transfer ” means, with respect to any Company Security, (i) when used as a verb, to sell, assign, dispose of, exchange, pledge, encumber, hypothecate or otherwise transfer such security or any participation or interest therein, whether directly or indirectly, or agree or commit to do any of the foregoing and (ii) when used as a noun, a direct or indirect sale, assignment, disposition, exchange, pledge, encumbrance, hypothecation or other transfer of such security or any participation or interest therein or any agreement or commitment to do any of the foregoing.

     (b) The term “ Institutional Shareholder ,” to the extent such entity shall have transferred any of its Company Securities to any of its “ Permitted Transferees, ” shall mean the Institutional Shareholder and such Permitted Transferees, taken together; provided that any Permitted Transferee who receives Company Securities pursuant to Section 3.03(b) shall not be included in the term “ Institutional Shareholder ” to the extent of its Company Securities received pursuant to Section 3.03(b).

     (c) Each of the following terms is defined in the Section set forth opposite such term:

ARTICLE 2
Corporate Governance

     Section 2.01 . Composition of the Board. (a) The Board shall consist of nine directors, and the Shareholders agree that the directors shall be nominated as follows: (i) so long as the TPG Entities’ Aggregate Ownership Percentage of Ordinary Shares is at least 10%, up to two directors will be nominated by the TPG Entities, acting collectively, and so long as the TPG Entities’ Aggregate Ownership Percentage of Ordinary Shares is at least 5%, one director will be nominated by the TPG Entities, acting collectively; (ii) so long as the FP Entities’ Aggregate Ownership Percentage of Ordinary Shares is at least 10%, up to two directors will be nominated by the FP Entities, acting collectively, and so long as the FP Entities’ Aggregate Ownership Percentage of Ordinary Shares is at least 5%, one director will be nominated by the FP Entities, acting collectively; (iii) so long as Shah Capital’s Aggregate Ownership Percentage of Ordinary Shares is at least 5%, one director will be nominated by Shah Capital, (iv) the Chief Executive Officer of the Company will be nominated by the Shareholders, acting collectively; and (v) three directors will be nominated by the Chief Executive Officer and the Institutional Shareholders together; provided that, to the extent required under the Exchange Act rules and the rules of the securities exchange or quotation system on which the Ordinary Shares are traded, each such director nominated pursuant to this clause (v) shall (x) not be an “Affiliate” or an “Associate” (as such terms are used within the meaning of Rule 12b-2 under the Exchange Act) of any of the Institutional Shareholders and (y) be an “independent director,” as such term is defined by the rules of the securities exchange or quotation system on which the Ordinary Shares are traded. If the number of directors that comprise the entire Board is increased, the number of directors added to the Board (the “ Additional Directors ”) must be a multiple of two, and the Institutional Shareholders shall continue to be entitled to nominate a majority of the Board as provided in this Section 2.01.

     (b) Each Shareholder entitled to vote for the election of directors to the Board agrees that it will vote its Ordinary Shares or execute a proxy or written consent, as the case may be, and take all other necessary action in order to ensure (including causing the Company to call a special meeting of Shareholders), to the extent possible, that the composition of the Board is as set forth in this Section 2.01.

     The Company agrees to take all other necessary actions (including calling a special meeting of the Board and/or Shareholders) to ensure, to the extent possible, that the nominations to the Board are as contemplated by this Section 2.01.

     Section 2.02 . Removal. Each Shareholder agrees that if at any time it is then entitled to vote for the removal of directors from the Board, it will not vote any of its Ordinary Shares in favor of the removal of any director who shall have been nominated in accordance with Section 2.01 hereof, unless such removal shall be for Cause or the Person or Persons entitled to nominate such director shall have consented to such removal in writing; provided that if the Person or Persons entitled to nominate any director pursuant to Section 2.01 hereof shall request in writing the removal, with or without Cause, of such director, such Shareholder shall vote its Ordinary Shares in favor of such removal. Removal for “ Cause ” shall mean removal of a director because of such director’s (a) willful and continued failure substantially to perform his or her statutory or fiduciary duties to the Company in his or her established position, (b) participation in a fraud, act of dishonesty or other misconduct that is injurious, monetarily or otherwise, to the Company or any of its Subsidiaries, (c) having been charged with or pleading guilty to a felony or a crime involving fraud or dishonesty, (d) violation of any state or federal law that has an adverse effect on the Company or (e) abuse of illegal drugs or other controlled substances or habitual intoxication.

     Section 2.03 . Vacancies. If, as a result of death, disability, retirement, resignation, removal (with or without Cause) or otherwise, there shall exist or occur any vacancy on the Board:

     (a) the Person or Persons entitled under Section 2.01 hereof to nominate such director whose death, disability, retirement, resignation or removal resulted in such vacancy may, subject to the provisions of Section 2.01 hereof, nominate another individual (the “ Replacement Nominee ”) to fill such vacancy and serve as a director on the Board; and

     (b) subject to Section 2.01 hereof, each Shareholder then entitled to vote for the election of the Replacement Nominee as a director of the Company agrees that it will vote its Ordinary Shares, or execute a proxy or written consent, as the case may be, in order to ensure that the Replacement Nominee be elected to the Board.

     Section 2.04 . Action by the Board; Shareholders. Until such time as the Institutional Shareholders collective Aggregate Ownership Percentage of Ordinary Shares is less than 25%, (1) no action by the Company (including but not limited to any action by the Board or any committee thereof) shall be taken with respect to any of the following matters without the prior written consent of the Institutional Shareholders, acting collectively:

     (i) the declaration of any dividend on or the making of any distribution with respect to, or the recapitalization, reclassification, redemption, repurchase or other acquisition of, any securities of the Company or any Subsidiary, except as expressly permitted by this Agreement;

     (ii) any incurrence, refinancing, alteration of material terms or prepayment by the Company or any Subsidiary of indebtedness for borrowed money in excess of $10,000,000 in the aggregate (or the guaranty by the Company or any Subsidiary of any such indebtedness);

     (iii) any approval of the annual business plan, budget and long-term strategic plan of the Company or any Subsidiary;

     (iv) any modification of the long-term business strategy or scope of the business of the Company or any Subsidiary or any material customer relationships thereof;

     (v) (A) any merger or consolidation of the Company with or into any Person, other than a wholly owned Subsidiary, or of any Subsidiary with or into any Person other than the Company or any other wholly owned Subsidiary, or (B) any sale of the Company or any Subsidiary or any significant operations of the Company or any Subsidiary or any joint venture transaction, acquisition or disposition of assets, business, operations or securities by the Company or any Subsidiary (in a single transaction or a series of related transactions) having a value in each case in this clause (B) in excess of $10,000,000;

     (vi) any liquidation, dissolution, commencement of bankruptcy, liquidation or similar proceedings with respect to the Company or any Subsidiary;

     (vii) the issuance of any security by the Company or any Subsidiary (not including issuances of such securities in connection with employee or stock option plans previously approved by the Board), other than as specifically contemplated by this Agreement;

     (viii) any determination of compensation, benefits, perquisites and other incentives for the Chief Executive Officer, President or the Chief Financial Officer of the Company or its Subsidiaries and the approval or amendment of any plans or contracts in connection therewith, and any approval or amendment to any equity or other compensation or benefit plans for employees of the Company or its Subsidiaries;

     (ix) any appointment or dismissal of any of the Chief Executive Officer, President, Chief Financial Officer or any other executive officer in any similar capacity of the Company or any Subsidiary; or

     (x) any increase or decrease to the number of Directors that comprise the entire Board of the Company or any Subsidiary; and

     (2) the Company (including but not limited to any action by the Board or any committee thereof) shall not, nor permit any of its Subsidiaries to, without the prior written consent of each Institutional Shareholder, enter into or amend, modify or supplement, any material agreement, transaction or arrangement with any of the Company’s equity holders, executive officers, directors or Affiliates thereof or any individual related by blood, marriage or adoption to any such individual or with any entity in which any such Person or individual owns a beneficial interest of 5% or more, except as otherwise expressly contemplated by this Agreement.

     Section 2.05 . Charter Amendments. Each Shareholder entitled to vote for any amendment to the Charter or any adoption of or amendment to the certificate of incorporation or bylaws of any Subsidiary, agrees that it will not vote nor execute a proxy or written consent, as the case may be, in favor of any such amendment or adoption unless each Institutional Shareholder has provided prior written consent to such amendment or adoption.

     Section 2.06 . Conflicting Charter Provisions. Each Shareholder shall vote its Ordinary Shares or execute proxies or written consents, as the case may be, and shall take all other actions necessary to ensure, to the extent possible, that the Charter (i) facilitates, and does not at any time conflict with, any provision of this Agreement and (ii) permits each Shareholder to receive the benefits to which each such Shareholder is entitled under this Agreement.

     Section 2.07 . Subsidiary Governance. The Company and each Shareholder agree that (i) the board of directors or other persons performing similar functions of each Subsidiary of the Company (other than any Foreign Subsidiary and any Insignificant Subsidiary) shall be comprised of the individuals who are serving as directors on the Board and (ii) the board of directors or other persons performing similar functions of any Subsidiary of the Company shall be subject to all the provisions of this Article 2. Each Shareholder agrees to vote its Ordinary Shares

and to cause the members of the Board nominated by the Institutional Shareholders, subject to their fiduciary duties, to vote and take other appropriate action to effectuate the agreements in this Section 2.07 in respect of any Subsidiary of the Company.

ARTICLE 3
Restrictions on Transfer

     Section 3.01 . General. Each Shareholder understands and agrees that the Company Securities acquired prior to the date of this Agreement were not acquired in a transaction registered under the Securities Act and are restricted securities under such Act and the rules and regulations promulgated thereunder. Each Shareholder agrees that it will not Transfer any Company Securities (or solicit any offers in respect of any Transfer of any Company Securities), except in compliance with the Securities Act, any applicable foreign or state securities or “blue sky” laws, and the terms and conditions of this Agreement.

     Section 3.02 . Legends. (a) In addition to any other legend that may be required, each certificate for Company Securities that is issued to any Shareholder shall bear a legend in substantially the following form:

     “THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY FOREIGN OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED OR SOLD EXCEPT IN COMPLIANCE THEREWITH. THIS SECURITY IS ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH IN THE SHAREHOLDERS’ AGREEMENT DATED AS OF JANUARY ___, 2006, COPIES OF WHICH MAY BE OBTAINED UPON REQUEST FROM SMART MODULAR TECHNOLOGIES (WWH), INC. OR ANY SUCCESSOR THERETO.”

     (b) If any Company Securities shall cease to be Registrable Securities under clause (i) or clause (ii) of the definition thereof, the Company, upon the written request of the holder thereof, shall issue to such holder a new certificate evidencing such shares without the first sentence of the legend required by Section 3.02(a) hereof endorsed thereon. If any Company Securities cease to be subject to any and all restrictions on Transfer set forth in this Agreement, the Company, upon the written request of the holder thereof, shall issue to such holder a new certificate evidencing such Company Securities without the second sentence of the legend required by Section 3.02(a) hereof endorsed thereon.

     Section 3.03 . Permitted Transferees. (a) Notwithstanding anything in this Agreement to the contrary, each Shareholder may at any time Transfer any or all of its Company Securities to one or more of its Permitted Transferees without the

consent of the Board or any other Shareholder or group of Shareholders and without compliance with Sections 3.04, 3.05, 4.01 and 4.02 so long as the Transfer to such Permitted Transferee is not in violation of applicable federal or state securities laws; provided that for any such Transfer prior to the 12-month anniversary of the First Public Offering, such Permitted Transferee must also agree in writing to be bound by the terms of this Agreement in the form of Exhibit A attached hereto.

     (b) Notwithstanding the foregoing, the restriction in the proviso to Section 3.03(a) shall not apply to a Distribution in Kind by an Institutional Shareholder (the “ Distributing Institution ”), and any transferees pursuant to such Distribution in Kind shall not be bound by the provisions of this Agreement so long as Institutional Shareholders holding more than 50% of the then outstanding Ordinary Shares held by all Institutional Shareholders have consented in writing prior to such Distribution in Kind, to the timing of the Distribution in Kind and the number of each class of Company Securities subject to the Distribution in Kind.

     Section 3.04 . Restrictions on Transfers by the Institutional Shareholders. (a) Except as provided in Section 3.03, each Institutional Shareholder may transfer its Company Securities only as follows:

     (i) (x) at any time prior to the 12-month anniversary of the First Public Offering with the prior written consent of Institutional Shareholders holding more than 50% of the then outstanding Ordinary Shares held by all Institutional Shareholders and (y) at any time after the 12-month anniversary of the consummation of the First Public Offering, in a Transfer made at the conclusion of the Applicable Holdback Period (as defined in Section 5.03) following the First Public Offering,

     (ii) in a Transfer made in compliance with Section 4.02, or

     (iii) in a Public Offering in connection with the exercise of its rights under Article 5 hereof or in the First Public Offering.

     (b) No Institutional Shareholder shall Transfer Company Securities to an Adverse Person (other than by Transfer pursuant to Section 4.02, in a Public Offering or through a national securities exchange) at any time.

     Section 3.05 . Restrictions on Transfers by the Other Shareholders. (a) Except as provided in Section 3.03, each Other Shareholder may transfer its Company Securities only as follows:

     (i) as a Tagging Person in a Transfer made in compliance with Section 4.01,

     (ii) in a Transfer made in compliance with Section 4.02,

     (iii) in any Transfer made in compliance with Section 4.01 as a Tag-Along Seller ( provided that, other than any Transfer to any Institutional Shareholder that Institutional Shareholders holding more than 50% of the then outstanding Ordinary Shares held by all Institutional Shareholders have consented to in writing prior to such Transfer, no Other Shareholder shall be permitted to Transfer shares of any class of Company Securities pursuant to this Section 3.05(a)(iii) if such Transfer would cause such Other Shareholder’s Sell-down Percentage to fall below the Sell-down Percentage of the TPG Entities, the FP Entities or Shah Capital (whichever is the lowest) immediately prior to such Transfer by such Other Shareholder), or in a Transfer made after Section 4.01 is terminated in accordance with Section 4.01(i) thereof,

     (iv) in a Public Offering in connection with the exercise of its rights under Article 5 hereof or in the First Public Offering, or

     (v) (x) at any time prior to the 12-month anniversary of the First Public Offering with the prior written consent of Institutional Shareholders holding more than 50% of the then outstanding Ordinary Shares held by all Institutional Shareholders and (y) at any time after the 12-month anniversary of the consummation of the First Public Offering, in a Transfer made at the conclusion of the Applicable Holdback Period (as defined in Section 5.03) following the First Public Offering and in compliance with Rule 144 under the Securities Act.

     (b) No Other Shareholder shall Transfer Company Securities to an Adverse Person (other than by Transfer pursuant to Section 4.02, in a Public Offering or through a national securities exchange) at any time.

     Section 3.06 . Restrictions on Transfer under a Credit Agreement, Indenture or Other Agreement for Indebtedness. Notwithstanding the foregoing provisions of this Article 3, if a Transfer otherwise permitted hereunder would trigger, under the terms of any outstanding (as of the date hereof) credit agreement, indenture or any other agreement for indebtedness of the Company, (i) a change of control requiring repayment or (ii) other adverse consequence, then such Transfer shall be prohibited.

ARTICLE 4
Tag-along Rights; Drag-along Rights

     Section 4.01 . Rights to Participate in Transfer. (a) Subject to Sections 3.03, 3.04, 3.05, 3.06 and 4.01(h), if any Shareholder or group of Shareholders (such

Shareholder or group of Shareholders, the “ Tag-Along Seller ”) proposes to Transfer any number of Ordinary Shares (a “ Tag-Along Sale ”), the Shareholders other than the Tag-Along Seller (each, an “ Eligible Shareholder ”) may elect, at their option, to exercise their rights under this Section 4.01 (each such Shareholder, a “ Tagging Person ”).

     In the event of such a proposed Transfer, the Tag-Along Seller shall provide each Eligible Shareholder written notice of the terms and conditions of such proposed transfer (“ Tag-Along Notice ”) and offer each Tagging Person the opportunity to participate in such sale. The Tag-Along Notice shall identify the number of Ordinary Shares subject to the offer (“ Tag-Along Offer ”), the cash price at which the Transfer is proposed to be made, and all other material terms and conditions of the Tag-Along Offer, including the form of the proposed agreement, if any.

     From the date of the receipt of the Tag-Along Notice, each Tagging Person shall have the right (a “ Tag-Along Right ”), exercisable by written notice (“ Tag-Along Response Notice ”) given to the Tag-Along Seller within seven Business Days after its receipt of the Tag-Along Notice (the " Tag-Along Notice Period ”), to request that the Tag-Along Seller include in the proposed Transfer the number of Ordinary Shares held by such Tagging Person as is specified in such notice, provided that, if the aggregate number of Ordinary Shares proposed to be sold by the Tag-Along Seller and all Tagging Persons in such transaction exceeds the number of Ordinary Shares that can be sold on the terms and conditions set forth in the Tag-Along Notice, then (i) each Tagging Person shall be entitled to include in the Tag-Along Sale only its Tag-Along Portion of Ordinary Shares and (ii) the Tag-Along Seller shall be entitled to include the number of Ordinary Shares proposed to be Transferred by the Tag-Along Seller as set forth in the Tag-Along Notice (reduced, to the extent necessary, so that each Tagging Person shall be able to include its Tag-Along Portion) and such additional Ordinary Shares as permitted by Section 4.01(d). Each Tagging Person that exercises its Tag-Along Rights hereunder shall deliver to the Tag-Along Seller, together with its Tag-Along Response Notice, the certificate or certificates representing the Ordinary Shares of such Tagging Person to be included in the Transfer, together with a limited power-of-attorney authorizing the Tag-Along Seller to Transfer such Ordinary Shares on the terms set forth in the Tag-Along Notice. Delivery of such certificate or certificates representing the Ordinary Shares to be Transferred and the limited power-of-attorney authorizing the Tag-Along Seller to Transfer such Ordinary Shares shall constitute an irrevocable acceptance of the Tag-Along Offer by such Tagging Persons. Each Tag-Along Response Notice shall include wire transfer instructions for payment of the purchase price for the Ordinary Shares to be sold in such Tag-Along Sale. The Tagging Persons shall (a) be required (i) to bear their proportionate share of any escrows, holdbacks or adjustments in purchase price and any transaction expenses and (ii) to make such representations, warranties and covenants and enter into

such agreements as are customary for transactions of the nature of the Tag-Along Offer, in each case under the terms of any definitive agreement(s) relating to such Tag-Along Offer and (b) benefit from all of the same provisions of the definitive agreements as the Tag-Along Seller, it being understood that any liability of any Tagging Person for indemnification or similar post-closing obligations shall not exceed the consideration such Tagging Person receives in the Tag-Along Sale and shall not exceed a proportional share of any such liability based on such Tagging Person’s share of the aggregate consideration in the Tag-Along Sale.

     If, at the end of a 90-day period after such delivery (which 90-day period shall be extended if any of the transactions contemplated by the Tag-Along Offer are subject to regulatory approval until the expiration of five Business Days after all such approvals have been received, but in no event later than 180 days following receipt of the Tag-Along Response Notice by the Tag-Along Seller), the Tag-Along Seller has not completed the Transfer of all such Ordinary Shares on substantially the same terms and conditions set forth in the Tag-Along Notice, the Tag-Along Seller shall (i) return to each Tagging Person the limited power-of-attorney (and all copies thereof) together with all certificates representing the Ordinary Shares that such Tagging Person delivered for Transfer pursuant to this Section 4.01(a) and (ii) not conduct any Transfer of Ordinary Shares without again complying with this Section.

     (b) Concurrently with the consummation of the Tag-Along Sale, the Tag-Along Seller shall notify the Tagging Persons thereof, shall remit to the Tagging Persons the total consideration (by bank or certified check) for the Ordinary Shares of the Tagging Persons transferred pursuant thereto, and shall, promptly after the consummation of such Tag-Along Sale, furnish such other evidence of the completion and time of completion of such transfer and the terms thereof as may be reasonably requested by the Tagging Persons.

     (c) If at the termination of the Tag-Along Notice Period any Eligible Shareholder shall not have elected to participate in the Tag-Along Sale, such Eligible Shareholder will be deemed to have waived its rights under Section 4.01(a) with respect to the Transfer of its securities pursuant to such Tag-Along Sale.

     (d) If (i) any Eligible Shareholder declines to exercise its Tag-Along Rights or (ii) any Tagging Person elects to exercise its Tag-Along Rights with respect to less than such Tagging Person’s Tag-Along Portion, the Tag-Along Seller shall be entitled to Transfer, pursuant to the Tag-Along Offer, a number of Ordinary Shares held by it equal to the Unused Tag Amount (reduced to the extent necessary so that each Tagging Person who has elected to exercise its Tag-Along Rights for the full amount of its Tag-Along Portion shall be able to include its Tag-Along Portion with respect to the Unused Tag Amount) and each Tagging Person who has elected to exercise its Tag-Along Rights for the full amount of its

Tag-Along Portion shall be entitled to Transfer in the Tag-Along Sale its Tag-Along Portion of the Unused Tag Amount. “ Unused Tag Amount ” means the number of Ordinary Shares constituting the sum of (i) the Tag-Along Portion of any Eligible Shareholder that declined to exercise its Tag-Along Rights and (ii) the portion of the Tag-Along Portion with respect to which Tag-Along Rights were not exercised by any Tagging Person that exercised its Tag-Along Rights with respect to less than such Tag-Along Person’s Tag-Along Portion.

     (e) The Tag-Along Seller may Transfer, on behalf of itself and any Tagging Person who exercises the Tag-Along Rights pursuant to this Section 4.01(a), the Ordinary Shares subject to the Tag-Along Offer and elected to be Transferred on the terms and conditions set forth in the Tag-Along Notice within 90 days (or such longer period as extended under Section 4.01(a)) of the date on which all Tag-Along Rights shall have been waived, exercised or expire; provided that, if such Tag-Along Sale is subject to regulatory approval, such 90 day period shall be extended until the expiration of five Business Days after all such approvals have been received, but in no event later than 180 days following the effective date of the Tag-Along Sale Notice.

     (f) Notwithstanding the requirements of this Section 4.01, a Tag-Along Seller may Transfer Ordinary Shares at any time without complying with the requirements of paragraphs (a) and (b) of Section 4.01 so long as such Transfer is solely for cash and the Tag-Along Seller deposits into escrow with an independent third party at the time of Transfer that amount of the consideration received in the sale equal to the Escrow Amount. The “ Escrow Amount ” shall equal that amount of consideration that all the Eligible Shareholders would have been entitled to receive if each of the Eligible Shareholders had the opportunity to participate in the Transfer as a Tagging Person to the extent of its Tag-Along Portion, determined as if each such Eligible Shareholder (i) delivered a Tag-Along Response Notice to the Tag-Along Seller in the time period set forth in Section 4.01(a) and (ii) proposed to includ