Common use of Acknowledgment and Consent to Bail-In of EEA Financial Institutions Clause in Contracts

Acknowledgment and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and (b) the effects of any Bail-in Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority. Each Subsidiary listed on this Schedule shall be deemed to be an Excluded Subsidiary under clause (b) of the definition of such term only for so long as such Subsidiary does not cease to be an Excluded Subsidiary. SMART Modular Technologies (Lux) S.a.r.l. SMART Modular Technologies (SG) PTE. LTD. NZS666846 RREEF America REIT III-ZI LLC SMART Modular Technologies, Inc. ▇▇▇▇▇ Fargo Bank, N.A. September 8, 2010 February 1, 2012 $ 168,625 JPMorgan Chase Bank, N.A. $ 145,000,000.00 UBS AG, Stamford Branch $ 145,000,000.00 Banco do Brasil - New York Branch $ 20,000,000.00 TOTAL $ 310,000,000.00 JPMorgan Chase Bank, N.A. $ 17,500,000.00 UBS AG, Stamford Branch $ 17,500,000.00 ▇▇▇▇▇ Fargo Bank, N.A. $ 15,000,000.00 TOTAL $ 50,000,000.00 SMART Modular Technologies (Global), Inc. Cayman Islands 100% SMART Modular Technologies (DH), Inc. Cayman Islands 100% SMART Modular Technologies (CI), Inc. Cayman Islands 100% SMART Modular Technologies (DE), Inc. Delaware 100% SMART Modular Technologies (Foreign Holdings), Limited Cayman Islands 100% SMART Modular Technologies, Inc. California 100% SMART Modular Technologies (Europe) Limited United Kingdom 100% SMART Modular Technologies GmbH Germany 100% ConXtra Inc. California 100% SMART Modular Technologies (Puerto Rico) Inc. Cayman Islands 100% SMART Modular Technologies (NL) B.V. Netherlands 100% SMART Modular Technologies (SG), PTE. LTD. Singapore 100% SMART Modular Technologies (Lux) S.a ▇.▇. Luxembourg 100% SMART Modular Technologies Sdn. Bhd. Malaysia 100% SMART Modular Technologies do Brasil - Indústria e Comércio de Componentes Ltda. Brazil 99.9% owned by SMART (NL); 0.1% owned by SMART (Puerto Rico) SMART Modular Technologies Indústria de Componentes Eletrônicos Ltda. Brazil 99.9% owned by SMART (NL); 0.1%owned by SMART (Puerto Rico) Notwithstanding any conditions precedent, representations and covenants in the Loan Documents to the contrary (each such condition, representation and covenant deemed modified to the extent necessary to effect the following, and to permit the taking of the actions described herein within the time periods described herein), the Parent Borrower shall, and shall cause each other Loan Party to, as promptly as possible, but in no event later than the number of days after the Effective Date applicable to each item set forth below, take the actions or deliver the items described below; provided, that in each case the Administrative Agent may reasonably agree in writing to extend the number of days for compliance therewith (including to reasonably accommodate circumstances unforeseen on the Effective Date). 1. Within 60 days after the Effective Date, the applicable Loan Parties shall have (i) filed and registered in accordance with applicable foreign law the Security Documents pursuant to which the applicable Loan Parties grant a security interest in the assets, receivables and quotas of SMART Modular Technologies do Brasil- Industria e Comercio de Componentes Ltda. and SMART Modular Technologies Industria de Componentes Eletronicos Ltda as executed on the Effective Date, (ii) executed and delivered to the Administrative Agent an intellectual property security agreement granting as Collateral a valid, perfected security interest in the intellectual property registered in Brazil held by the applicable Loan Parties and (iii) received a written legal opinion, addressed to the Administrative Agent and the Lenders, of ▇▇▇▇▇▇ Filho, ▇▇▇▇▇ Filho, Marrey Jr. e ▇▇▇▇▇▇▇ Advogados, with respect to such matters related to the security agreements described in clause (ii) above as the Administrative Agent shall reasonably request and each in form and substance reasonably satisfactory thereto. 2. Within 60 days after the Effective Date, the applicable Loan Parties shall have filed and registered in accordance with applicable foreign law the fully executed Memorandum of Deposit delivered to the Administrative Agent granting as Collateral a valid, perfected security interest in the Equity Interests held by the applicable Loan Parties in SMART Modular Technologies Sdn. Bhd (the “Memorandum of Deposit”). 3. Within 60 days after the Effective Date, the Administrative Agent shall have received a fully executed trust agreement, security document or pledge agreement delivered in accordance with applicable foreign law to grant a valid, perfected security interest as collateral in the Equity Interests and assets held by the applicable Loan Parties in SMART Modular Technologies (Europe) Limited, a company registered under the laws of England and Wales, and each in form and substance satisfactory to the Administrative Agent. 4. Within 14 days after the Effective Date, the Administrative Agent shall have received certificates, if any, representing all of the Equity Interests of each of the Loan Parties (other than Holdings) together with undated stock powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such Equity Interests and other customary ancillary documentation, including any documents required under Section 3.4 of the Memorandum of Deposit (with the exception of certificates, undated stock powers or other appropriate instruments of transfer and other customary ancillary documentation related to the pledge of shares of SMART Modular Technologies (Europe) Limited which shall be executed and delivered within 60 days after the Effective Date).

Acknowledgment and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-write down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and (b) the effects of any Bail-in In Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority. Each Subsidiary listed on this Schedule shall be deemed to be an Excluded Subsidiary under clause (b) WITNESS the due execution hereof as of the definition of such term only for so long day and year first above written. as such Subsidiary does not cease to be an Excluded Subsidiary. SMART Modular Technologies (Lux) S.a.r.l. SMART Modular Technologies (SG) PTE. LTD. NZS666846 RREEF America REIT III-ZI LLC SMART Modular Technologies, Inc. ▇▇▇▇▇ Fargo Bank, N.A. September 8, 2010 February 1, 2012 $ 168,625 JPMorgan Chase Bank, N.A. $ 145,000,000.00 UBS AG, Stamford Branch $ 145,000,000.00 Banco do Brasil - New York Branch $ 20,000,000.00 TOTAL $ 310,000,000.00 JPMorgan Chase Bank, N.A. $ 17,500,000.00 UBS AG, Stamford Branch $ 17,500,000.00 ▇▇▇▇▇ Fargo Bank, N.A. $ 15,000,000.00 TOTAL $ 50,000,000.00 SMART Modular Technologies (Global), Inc. Cayman Islands 100% SMART Modular Technologies (DH), Inc. Cayman Islands 100% SMART Modular Technologies (CI), Inc. Cayman Islands 100% SMART Modular Technologies (DE), Inc. Delaware 100% SMART Modular Technologies (Foreign Holdings), Limited Cayman Islands 100% SMART Modular Technologies, Inc. California 100% SMART Modular Technologies (Europe) Limited United Kingdom 100% SMART Modular Technologies GmbH Germany 100% ConXtra Inc. California 100% SMART Modular Technologies (Puerto Rico) Inc. Cayman Islands 100% SMART Modular Technologies (NL) B.V. Netherlands 100% SMART Modular Technologies (SG), PTE. LTD. Singapore 100% SMART Modular Technologies (Lux) S.a ▇.▇. Luxembourg 100% SMART Modular Technologies Sdn. Bhd. Malaysia 100% SMART Modular Technologies do Brasil - Indústria e Comércio de Componentes Ltda. Brazil 99.9% owned by SMART (NL); 0.1% owned by SMART (Puerto Rico) SMART Modular Technologies Indústria de Componentes Eletrônicos Ltda. Brazil 99.9% owned by SMART (NL); 0.1%owned by SMART (Puerto Rico) Notwithstanding any conditions precedent, representations and covenants in the Loan Documents to the contrary (each such condition, representation and covenant deemed modified to the extent necessary to effect the following, and to permit the taking of the actions described herein within the time periods described herein), the Parent Borrower shall, and shall cause each other Loan Party to, as promptly as possible, but in no event later than the number of days after the Effective Date applicable to each item set forth below, take the actions or deliver the items described below; provided, that in each case the Administrative Agent may reasonably agree in writing to extend the number of days for compliance therewith (including to reasonably accommodate circumstances unforeseen on the Effective Date). 1. Within 60 days after the Effective Date, the applicable Loan Parties shall have (i) filed and registered in accordance with applicable foreign law the Security Documents pursuant to which the applicable Loan Parties grant a security interest in the assets, receivables and quotas of SMART Modular Technologies do Brasil- Industria e Comercio de Componentes Ltda. and SMART Modular Technologies Industria de Componentes Eletronicos Ltda as executed on the Effective Date, (ii) executed and delivered to the Administrative Agent an intellectual property security agreement granting as Collateral a valid, perfected security interest in the intellectual property registered in Brazil held by the applicable Loan Parties and (iii) received a written legal opinion, addressed to the Administrative Agent and the Lenders, of By: /s/ ▇▇▇▇▇▇ Filho, ▇▇▇▇▇▇ FilhoName; ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Senior Vice President as a Lender, Marrey Jr. e as Issuing Lender and as Swing Line Lender By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name; ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title Senior Vice President ACCOLADE, INC., as Borrower By: Name: ▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Executive Officer WITNESS the due execution hereof as of the day and year first above written. as Administrative Agent Name; ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Senior Vice President as a Lender, as Issuing Lender and as Swing Line Lender By: Name; ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Senior Vice President ACCOLADE, INC., as Borrower By: /s/ ▇▇▇▇▇▇▇ Advogados▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Secretary as a Lender, with respect Joint Lead Arranger and Joint Bookrunner By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Its: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Relationship Manager No. Dated: , 20 TO: Comerica Bank (“Agent”) RE: Credit Agreement made as of the 19th day of July, 2019 (as amended, restated or otherwise modified from time to time, the “Credit Agreement”), by and among the financial institutions from time to time signatory thereto (individually a “Lender,” and any and all such matters related financial institutions collectively the “Lenders”), Comerica Bank, as Administrative Agent for the Lenders (in such capacity, the “Agent”), and Accolade, Inc. (“Borrower”). Pursuant to the security agreements terms and conditions of the Credit Agreement, Borrower hereby requests an Advance from Lenders, as described in clause herein: (iiA) above as the Administrative Agent shall reasonably request and each in form and substance reasonably satisfactory thereto.Date of Advance: 2. Within 60 days after the Effective Date, the applicable Loan Parties shall have filed and registered in accordance with applicable foreign law the fully executed Memorandum of Deposit delivered to the Administrative Agent granting as Collateral (B) o (check if applicable) This Advance is or includes a valid, perfected security interest in the Equity Interests held by the applicable Loan Parties in SMART Modular Technologies Sdn. Bhd (the “Memorandum of Deposit”whole or partial refunding/conversion of: Advance No(s). 3. Within 60 days after the Effective Date, the Administrative Agent shall have received a fully executed trust agreement, security document or pledge agreement delivered in accordance with (C) Type of Advance (check only one): o Base Rate Advance o Eurodollar-based Advance (D) Amount of Advance: $ (E) Interest Period (applicable foreign law to grant a valid, perfected security interest as collateral in the Equity Interests and assets held by the applicable Loan Parties in SMART Modular Technologies (EuropeEurodollar-based Advances) Limited, a company registered under the laws of England and Wales, and each in form and substance satisfactory to the Administrative Agent. 4. Within 14 days after the Effective Date, the Administrative Agent shall have received certificates, if any, representing all of the Equity Interests of each of the Loan Parties (other than Holdings) together with undated stock powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such Equity Interests and other customary ancillary documentation, including any documents required under Section 3.4 of the Memorandum of Deposit (with the exception of certificates, undated stock powers or other appropriate instruments of transfer and other customary ancillary documentation related to the pledge of shares of SMART Modular Technologies (Europe) Limited which shall be executed and delivered within 60 days after the Effective Date).months

Acknowledgment and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto Lender that is an EEA Financial Institution; and (b) the effects of any Bail-in Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority. Each Subsidiary listed on this .” (n) Schedule shall be deemed 1.1(a) (Revolving Credit Commitments and Revolving Credit Commitment Percentages) to the Credit Agreement is hereby amended to be an Excluded Subsidiary under clause identical to Schedule 1.1(a) attached hereto. (bo) Exhibit B (Form of Notice of Borrowing) to the definition of such term only for so long as such Subsidiary does not cease Credit Agreement is hereby amended to be an Excluded Subsidiary. SMART Modular Technologies identical to Exhibit B attached hereto. (Luxp) S.a.r.l. SMART Modular Technologies Exhibit C (SGForm of Notice of Conversion/Continuation) PTE. LTD. NZS666846 RREEF America REIT III-ZI LLC SMART Modular Technologies, Inc. ▇▇▇▇▇ Fargo Bank, N.A. September 8, 2010 February 1, 2012 $ 168,625 JPMorgan Chase Bank, N.A. $ 145,000,000.00 UBS AG, Stamford Branch $ 145,000,000.00 Banco do Brasil - New York Branch $ 20,000,000.00 TOTAL $ 310,000,000.00 JPMorgan Chase Bank, N.A. $ 17,500,000.00 UBS AG, Stamford Branch $ 17,500,000.00 ▇▇▇▇▇ Fargo Bank, N.A. $ 15,000,000.00 TOTAL $ 50,000,000.00 SMART Modular Technologies (Global), Inc. Cayman Islands 100% SMART Modular Technologies (DH), Inc. Cayman Islands 100% SMART Modular Technologies (CI), Inc. Cayman Islands 100% SMART Modular Technologies (DE), Inc. Delaware 100% SMART Modular Technologies (Foreign Holdings), Limited Cayman Islands 100% SMART Modular Technologies, Inc. California 100% SMART Modular Technologies (Europe) Limited United Kingdom 100% SMART Modular Technologies GmbH Germany 100% ConXtra Inc. California 100% SMART Modular Technologies (Puerto Rico) Inc. Cayman Islands 100% SMART Modular Technologies (NL) B.V. Netherlands 100% SMART Modular Technologies (SG), PTE. LTD. Singapore 100% SMART Modular Technologies (Lux) S.a ▇.▇. Luxembourg 100% SMART Modular Technologies Sdn. Bhd. Malaysia 100% SMART Modular Technologies do Brasil - Indústria e Comércio de Componentes Ltda. Brazil 99.9% owned by SMART (NL); 0.1% owned by SMART (Puerto Rico) SMART Modular Technologies Indústria de Componentes Eletrônicos Ltda. Brazil 99.9% owned by SMART (NL); 0.1%owned by SMART (Puerto Rico) Notwithstanding any conditions precedent, representations and covenants in the Loan Documents to the contrary (each such condition, representation and covenant deemed modified Credit Agreement is hereby amended to the extent necessary be identical to effect the following, and to permit the taking of the actions described herein within the time periods described herein), the Parent Borrower shall, and shall cause each other Loan Party to, as promptly as possible, but in no event later than the number of days after the Effective Date applicable to each item set forth below, take the actions or deliver the items described below; provided, that in each case the Administrative Agent may reasonably agree in writing to extend the number of days for compliance therewith (including to reasonably accommodate circumstances unforeseen on the Effective Date)Exhibit C attached hereto. 1. Within 60 days after the Effective Date, the applicable Loan Parties shall have (i) filed and registered in accordance with applicable foreign law the Security Documents pursuant to which the applicable Loan Parties grant a security interest in the assets, receivables and quotas of SMART Modular Technologies do Brasil- Industria e Comercio de Componentes Ltda. and SMART Modular Technologies Industria de Componentes Eletronicos Ltda as executed on the Effective Date, (ii) executed and delivered to the Administrative Agent an intellectual property security agreement granting as Collateral a valid, perfected security interest in the intellectual property registered in Brazil held by the applicable Loan Parties and (iii) received a written legal opinion, addressed to the Administrative Agent and the Lenders, of ▇▇▇▇▇▇ Filho, ▇▇▇▇▇ Filho, Marrey Jr. e ▇▇▇▇▇▇▇ Advogados, with respect to such matters related to the security agreements described in clause (ii) above as the Administrative Agent shall reasonably request and each in form and substance reasonably satisfactory thereto. 2. Within 60 days after the Effective Date, the applicable Loan Parties shall have filed and registered in accordance with applicable foreign law the fully executed Memorandum of Deposit delivered to the Administrative Agent granting as Collateral a valid, perfected security interest in the Equity Interests held by the applicable Loan Parties in SMART Modular Technologies Sdn. Bhd (the “Memorandum of Deposit”). 3. Within 60 days after the Effective Date, the Administrative Agent shall have received a fully executed trust agreement, security document or pledge agreement delivered in accordance with applicable foreign law to grant a valid, perfected security interest as collateral in the Equity Interests and assets held by the applicable Loan Parties in SMART Modular Technologies (Europe) Limited, a company registered under the laws of England and Wales, and each in form and substance satisfactory to the Administrative Agent. 4. Within 14 days after the Effective Date, the Administrative Agent shall have received certificates, if any, representing all of the Equity Interests of each of the Loan Parties (other than Holdings) together with undated stock powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such Equity Interests and other customary ancillary documentation, including any documents required under Section 3.4 of the Memorandum of Deposit (with the exception of certificates, undated stock powers or other appropriate instruments of transfer and other customary ancillary documentation related to the pledge of shares of SMART Modular Technologies (Europe) Limited which shall be executed and delivered within 60 days after the Effective Date).

Acknowledgment and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto Lender that is an EEA Financial Institution; and (b) the effects of any Bail-in Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority. Each Subsidiary listed on this Schedule shall be deemed . (i) Subject to be an Excluded Subsidiary under clause the satisfaction (bor waiver) of the definition of such term only for so long conditions set forth in Section Three hereof, the Replacement Term Lenders hereby agree to make 2017 Replacement Term Loans (as such Subsidiary does not cease defined below) to be an Excluded Subsidiary. SMART Modular Technologies the Borrower on the Second Amendment Effective Date (Luxas defined below) S.a.r.l. SMART Modular Technologies (SG) PTE. LTD. NZS666846 RREEF America REIT III-ZI LLC SMART Modular Technologies, Inc. ▇▇▇▇▇ Fargo Bank, N.A. September 8, 2010 February 1, 2012 $ 168,625 JPMorgan Chase Bank, N.A. $ 145,000,000.00 UBS AG, Stamford Branch $ 145,000,000.00 Banco do Brasil - New York Branch $ 20,000,000.00 TOTAL $ 310,000,000.00 JPMorgan Chase Bank, N.A. $ 17,500,000.00 UBS AG, Stamford Branch $ 17,500,000.00 ▇▇▇▇▇ Fargo Bank, N.A. $ 15,000,000.00 TOTAL $ 50,000,000.00 SMART Modular Technologies (Global), Inc. Cayman Islands 100% SMART Modular Technologies (DH), Inc. Cayman Islands 100% SMART Modular Technologies (CI), Inc. Cayman Islands 100% SMART Modular Technologies (DE), Inc. Delaware 100% SMART Modular Technologies (Foreign Holdings), Limited Cayman Islands 100% SMART Modular Technologies, Inc. California 100% SMART Modular Technologies (Europe) Limited United Kingdom 100% SMART Modular Technologies GmbH Germany 100% ConXtra Inc. California 100% SMART Modular Technologies (Puerto Rico) Inc. Cayman Islands 100% SMART Modular Technologies (NL) B.V. Netherlands 100% SMART Modular Technologies (SG), PTE. LTD. Singapore 100% SMART Modular Technologies (Lux) S.a ▇.▇. Luxembourg 100% SMART Modular Technologies Sdn. Bhd. Malaysia 100% SMART Modular Technologies do Brasil - Indústria e Comércio de Componentes Ltda. Brazil 99.9% owned by SMART (NL); 0.1% owned by SMART (Puerto Rico) SMART Modular Technologies Indústria de Componentes Eletrônicos Ltda. Brazil 99.9% owned by SMART (NL); 0.1%owned by SMART (Puerto Rico) Notwithstanding any conditions precedent, representations and covenants in the Loan Documents aggregate principal amount of $1,843,415,625, which shall be used solely to the contrary refinance in full all outstanding Existing Term Loans. (each such condition, representation and covenant deemed modified to the extent necessary to effect the following, and to permit the taking ii) As of the actions described herein within the time periods described herein), the Parent Borrower shall, and shall cause each other Loan Party to, as promptly as possible, but in no event later than the number of days after the Effective Date applicable to each item set forth below, take the actions or deliver the items described below; provided, that in each case the Administrative Agent may reasonably agree in writing to extend the number of days for compliance therewith (including to reasonably accommodate circumstances unforeseen on the Effective Date). 1. Within 60 days after the Second Amendment Effective Date, the applicable Loan Parties shall have (i) filed and registered in accordance with applicable foreign law the Security Documents pursuant to which the applicable Loan Parties grant a security interest in the assets, receivables and quotas of SMART Modular Technologies do Brasil- Industria e Comercio de Componentes Ltda. and SMART Modular Technologies Industria de Componentes Eletronicos Ltda as executed on the Effective Date, (ii) executed and delivered immediately prior to the Administrative Agent an intellectual property security agreement granting as Collateral a valid, perfected security interest in effectiveness of the intellectual property registered in Brazil held by the applicable Loan Parties and (iii) received a written legal opinion, addressed to the Administrative Agent and the Lenders, of ▇▇▇▇▇▇ Filho, ▇▇▇▇▇ Filho, Marrey Jr. e ▇▇▇▇▇▇▇ Advogados, with respect to such matters related to the security agreements described in clause (ii) above as the Administrative Agent shall reasonably request and each in form and substance reasonably satisfactory thereto. 2. Within 60 days after the Effective Date, the applicable Loan Parties shall have filed and registered in accordance with applicable foreign law the fully executed Memorandum of Deposit delivered to the Administrative Agent granting as Collateral a valid, perfected security interest in the Equity Interests held by the applicable Loan Parties in SMART Modular Technologies Sdn. Bhd (the “Memorandum of Deposit”). 3. Within 60 days after the Effective DateSecond Amendment, the Administrative Agent shall have has prepared and provided a true and correct copy to the Borrower of a schedule (the “2017 Replacement Term Loan Commitments Schedule”) which sets forth the allocated commitments received a fully executed trust agreement, security document or pledge agreement delivered in accordance with applicable foreign law to grant a valid, perfected security interest as collateral in by it (the Equity Interests and assets held by “2017 Replacement Term Loan Commitments”) from the applicable Lenders providing the 2017 Replacement Term Loans. The Administrative Agent has notified each Replacement Term Lender of its allocated 2017 Replacement Term Loan Parties in SMART Modular Technologies (Europe) Limited, a company registered under the laws of England and WalesCommitment, and each in form and substance satisfactory of the Replacement Term Lenders is listed as a signatory to this Second Amendment. On the Administrative Agent. 4. Within 14 days after the Second Amendment Effective Date, the Administrative Agent shall have received certificates, if any, representing all of the Equity Interests of each of the Loan Parties (other than Holdings) together with undated stock powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such Equity Interests and other customary ancillary documentation, including any documents required under Section 3.4 of the Memorandum of Deposit (with the exception of certificates, undated stock powers or other appropriate instruments of transfer and other customary ancillary documentation related to the pledge of shares of SMART Modular Technologies (Europe) Limited which Existing Term Loans shall be executed and delivered within 60 days after the Effective Date).refinanced in full as follows:

Acknowledgment and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and (b) the effects of any Bail-in Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority. Each Subsidiary listed on this Schedule shall be deemed to be an Excluded Subsidiary under clause (b) of the definition of such term only for so long as such Subsidiary does not cease to be an Excluded Subsidiary. SMART Modular Technologies (Lux) S.a.r.l. SMART Modular Technologies (SG) PTE. LTD. NZS666846 RREEF America REIT III-ZI LLC SMART Modular TechnologiesAgreement Date Loan Party Lender Amount Outstanding Credit Facility December 30, Inc. ▇▇▇▇▇ Fargo Bank, N.A. September 8, 2010 February 1, 2012 $ 168,625 JPMorgan Chase Bank, N.A. $ 145,000,000.00 UBS AG, Stamford Branch $ 145,000,000.00 Banco do Brasil - New York Branch $ 20,000,000.00 TOTAL $ 310,000,000.00 JPMorgan Chase Bank, N.A. $ 17,500,000.00 UBS AG, Stamford Branch $ 17,500,000.00 ▇▇▇▇▇ Fargo Bank, N.A. $ 15,000,000.00 TOTAL $ 50,000,000.00 SMART Modular Technologies (Global), Inc. Cayman Islands 100% SMART Modular Technologies (DH), Inc. Cayman Islands 100% SMART Modular Technologies (CI), Inc. Cayman Islands 100% SMART Modular Technologies (DE), Inc. Delaware 100% SMART Modular Technologies (Foreign Holdings), Limited Cayman Islands 100% SMART Modular Technologies, Inc. California 100% SMART Modular Technologies (Europe) Limited United Kingdom 100% SMART Modular Technologies GmbH Germany 100% ConXtra Inc. California 100% SMART Modular Technologies (Puerto Rico) Inc. Cayman Islands 100% SMART Modular Technologies (NL) B.V. Netherlands 100% SMART Modular Technologies (SG), PTE. LTD. Singapore 100% SMART Modular Technologies (Lux) S.a ▇.▇. Luxembourg 100% SMART Modular Technologies Sdn. Bhd. Malaysia 100% SMART Modular Technologies do Brasil - Indústria e Comércio de Componentes Ltda. Brazil 99.9% owned by SMART (NL); 0.1% owned by SMART (Puerto Rico) 2013 SMART Modular Technologies Indústria de Componentes Eletrônicos Ltda. Brazil 99.9% owned by Banco Nacional de Desenvolvimento Economico e Social $ 11,800,000 Credit Facility December 30, 2014 SMART Modular Technologies Indústria de Componentes Eletrônicos Ltda. Banco Nacional de Desenvolvimento Economico e Social $ 16,300,000 Installment Payment Agreement September 24, 2015 SMART Modular Technologies, Inc. SG Equipment Finance USA Corp. $ 129,000 Note Payable January 23, 2015 SMART Modular Technologies (NLDE); 0.1%owned by , Inc. SMART (Puerto Rico) Notwithstanding any conditions precedentGlobal Holdings, representations and covenants in the Loan Documents Inc. $ 5,500,111 Pursuant to the contrary (each such condition, representation and covenant deemed modified to the extent necessary to effect the following, and to permit the taking of the actions described herein within the time periods described herein), the Parent Borrower shall, and shall cause each other Loan Party to, as promptly as possible, but in no event later than the number of days after the Effective Date applicable to each item set forth below, take the actions or deliver the items described below; provided, that in each case the Administrative Agent may reasonably agree in writing to extend the number of days for compliance therewith (including to reasonably accommodate circumstances unforeseen on the Effective Date). 1. Within 60 days after the Effective Date, the applicable Loan Parties shall have Guarantee Agreements (i) filed by and registered in accordance between Itaú Unibanco S.A. (“Itaú Unibanco”) and SMART Modular Technologies Indústria de Componentes Eletrônicos Ltda. (“SMART Brazil”), dated as of February 26, 2015, and (ii) Banco Itaú BBA S/A (“Banco Itaú” and together with applicable foreign law the Security Documents “Itaú Unibanco”, “Itau”) and SMART Brazil, dated as of January 21, 2014, pursuant to which SMART Brazil provided restricted cash as collateral under fiduciary credit assignment agreements for the applicable Loan Parties grant a security interest in guaranties provided by Itau to the assetsBanco Nacional de Desenvolvimento Economico e Social (BNDES). The total balance of the restricted cash as of August 26, receivables and quotas of 2016 was $6,800,000. SMART Modular Technologies do Brasil- Industria Brasil – Indústria e Comercio Comércio de Componentes Ltda. and (“SMART Modular Technologies Industria de Componentes Eletronicos Ltda as executed on the Effective Date, (iido Brasil”) executed and delivered is an intervening consenting party to the Administrative Agent an intellectual property security agreement granting as Collateral a valid, perfected security interest in the intellectual property registered in Brazil held by the applicable Loan Parties and (iii) received a written legal opinion, addressed to the Administrative Agent and the Lenders, of ▇▇▇▇▇▇ Filho, ▇▇▇▇▇ Filho, Marrey Jr. e ▇▇▇▇▇▇▇ Advogados, with respect to such matters related to the security agreements described in clause (ii) above as the Administrative Agent shall reasonably request and each in form and substance reasonably satisfactory theretoboth agreements. 2. Within 60 days after the Effective Date, the applicable Loan Parties shall have filed and registered in accordance with applicable foreign law the fully executed Memorandum of Deposit delivered to the Administrative Agent granting as Collateral a valid, perfected security interest in the Equity Interests held by the applicable Loan Parties in SMART Modular Technologies Sdn. Bhd (the “Memorandum of Deposit”). 3. Within 60 days after the Effective Date, the Administrative Agent shall have received a fully executed trust agreement, security document or pledge agreement delivered in accordance with applicable foreign law to grant a valid, perfected security interest as collateral in the Equity Interests and assets held by the applicable Loan Parties in SMART Modular Technologies (Europe) Limited, a company registered under the laws of England and Wales, and each in form and substance satisfactory to the Administrative Agent. 4. Within 14 days after the Effective Date, the Administrative Agent shall have received certificates, if any, representing all of the Equity Interests of each of the Loan Parties (other than Holdings) together with undated stock powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such Equity Interests and other customary ancillary documentation, including any documents required under Section 3.4 of the Memorandum of Deposit (with the exception of certificates, undated stock powers or other appropriate instruments of transfer and other customary ancillary documentation related to the pledge of shares of SMART Modular Technologies (Europe) Limited which shall be executed and delivered within 60 days after the Effective Date).

Acknowledgment and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto Lender that is an EEA Financial Institution; and (b) the effects of any Bail-in Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority. Each Subsidiary listed on this Schedule shall be deemed For the fiscal [year] [quarter] [month] ended (“the Fiscal Period”)1 I, the undersigned, the [Chief Financial Officer]2 of VERSO PAPER HOLDINGS LLC, a Delaware limited liability company (the “Borrower”), in that capacity only and not in my individual capacity, do hereby certify as of the date hereof that, as required by Section 5.04(d) of the Asset-Based Revolving Credit Agreement dated as of July 15, 2016, by and among VERSO PAPER FINANCE HOLDINGS LLC, a Delaware limited liability company (“Holdings”), the Borrower, THE SUBSIDIARY LOAN PARTIES party thereto, the LENDERS party thereto from time to time, ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and the other parties thereto (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”): (i.) [No Default or Event of Default has occurred] [A Default or Event of Default has occurred, and a description of (a) the nature and extent thereof and (b) any corrective action taken or proposed to be an Excluded Subsidiary under taken with respect thereto is set forth on Annex 1 attached hereto]. (ii.) A reconciliation schedule in reasonable detail showing (A) EBITDA attributable to Unrestricted Subsidiaries and (B) any adjustments to the financial information provided in the financial statements delivered concurrently with this certificate necessary to make the computations with respect to Section 6.10 of the Credit Agreement is set forth on Annex 2 attached hereto. (iii.) Computations in reasonable detail with respect to Section 6.10 of the Credit Agreement, whether or not a Covenant Triggering Event has occurred and is continuing, and a calculation of Excess Availability as of the end of the Fiscal Period are set forth on Annex 2 attached hereto. (iv.) The following entities qualify as Immaterial Subsidiaries and represent all Immaterial Subsidiaries and all such Subsidiaries in the aggregate do not exceed the limitations set forth in clause (b) of the definition of such the term only for so long “Immaterial Subsidiary”: . (v.) The following entities qualify as such Subsidiary does Unrestricted Subsidiaries and represent all Unrestricted Subsidiaries: . 1 To be provided concurrently with any delivery of financial statements under Sections 5.04(a), (b), and (c) of the Credit Agreement and, during the period in which financial statements under Section 5.04(c) of the Credit Agreement are not cease required to be an Excluded Subsidiary. SMART Modular Technologies delivered, within 30 days (Lux) S.a.r.l. SMART Modular Technologies (SG) PTE. LTD. NZS666846 RREEF America REIT III-ZI LLC SMART Modular Technologiesor, Inc. ▇▇▇▇▇ Fargo Bank, N.A. September 8, 2010 February 1, 2012 $ 168,625 JPMorgan Chase Bank, N.A. $ 145,000,000.00 UBS AG, Stamford Branch $ 145,000,000.00 Banco do Brasil - New York Branch $ 20,000,000.00 TOTAL $ 310,000,000.00 JPMorgan Chase Bank, N.A. $ 17,500,000.00 UBS AG, Stamford Branch $ 17,500,000.00 ▇▇▇▇▇ Fargo Bank, N.A. $ 15,000,000.00 TOTAL $ 50,000,000.00 SMART Modular Technologies (Global), Inc. Cayman Islands 100% SMART Modular Technologies (DH), Inc. Cayman Islands 100% SMART Modular Technologies (CI), Inc. Cayman Islands 100% SMART Modular Technologies (DE), Inc. Delaware 100% SMART Modular Technologies (Foreign Holdings), Limited Cayman Islands 100% SMART Modular Technologies, Inc. California 100% SMART Modular Technologies (Europe) Limited United Kingdom 100% SMART Modular Technologies GmbH Germany 100% ConXtra Inc. California 100% SMART Modular Technologies (Puerto Rico) Inc. Cayman Islands 100% SMART Modular Technologies (NL) B.V. Netherlands 100% SMART Modular Technologies (SG), PTE. LTD. Singapore 100% SMART Modular Technologies (Lux) S.a ▇.▇. Luxembourg 100% SMART Modular Technologies Sdn. Bhd. Malaysia 100% SMART Modular Technologies do Brasil - Indústria e Comércio de Componentes Ltda. Brazil 99.9% owned by SMART (NL); 0.1% owned by SMART (Puerto Rico) SMART Modular Technologies Indústria de Componentes Eletrônicos Ltda. Brazil 99.9% owned by SMART (NL); 0.1%owned by SMART (Puerto Rico) Notwithstanding any conditions precedent, representations and covenants in the Loan Documents to case of a fiscal month that ends on the contrary (each such conditionsame day as the end of a fiscal quarter, representation and covenant deemed modified to the extent necessary to effect the following, and to permit the taking of the actions described herein within the time periods described herein), the Parent Borrower shall, and shall cause each other Loan Party to, as promptly as possible, but in no event later than the number of days 45 days) after the Effective Date applicable to each item set forth below, take the actions or deliver the items described below; provided, that in each case the Administrative Agent may reasonably agree in writing to extend the number of days for compliance therewith (including to reasonably accommodate circumstances unforeseen on the Effective Date). 1. Within 60 days after the Effective Date, the applicable Loan Parties shall have (i) filed and registered in accordance with applicable foreign law the Security Documents pursuant to which the applicable Loan Parties grant a security interest in the assets, receivables and quotas of SMART Modular Technologies do Brasil- Industria e Comercio de Componentes Ltda. and SMART Modular Technologies Industria de Componentes Eletronicos Ltda as executed on the Effective Date, (ii) executed and delivered to the Administrative Agent an intellectual property security agreement granting as Collateral a valid, perfected security interest in the intellectual property registered in Brazil held by the applicable Loan Parties and (iii) received a written legal opinion, addressed to the Administrative Agent and the Lenders, of ▇▇▇▇▇▇ Filho, ▇▇▇▇▇ Filho, Marrey Jr. e ▇▇▇▇▇▇▇ Advogados, with respect to such matters related to the security agreements described in clause (ii) above as the Administrative Agent shall reasonably request and each in form and substance reasonably satisfactory thereto. 2. Within 60 days after the Effective Date, the applicable Loan Parties shall have filed and registered in accordance with applicable foreign law the fully executed Memorandum of Deposit delivered to the Administrative Agent granting as Collateral a valid, perfected security interest in the Equity Interests held by the applicable Loan Parties in SMART Modular Technologies Sdn. Bhd (the “Memorandum of Deposit”). 3. Within 60 days after the Effective Date, the Administrative Agent shall have received a fully executed trust agreement, security document or pledge agreement delivered in accordance with applicable foreign law to grant a valid, perfected security interest as collateral in the Equity Interests and assets held by the applicable Loan Parties in SMART Modular Technologies (Europe) Limited, a company registered under the laws of England and Wales, and each in form and substance satisfactory to the Administrative Agent. 4. Within 14 days after the Effective Date, the Administrative Agent shall have received certificates, if any, representing all of the Equity Interests end of each fiscal month of the Loan Parties (other than Holdings) together with undated stock powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such Equity Interests and other customary ancillary documentation, including any documents required under Section 3.4 of the Memorandum of Deposit (with the exception of certificates, undated stock powers or other appropriate instruments of transfer and other customary ancillary documentation related to the pledge of shares of SMART Modular Technologies (Europe) Limited which shall be executed and delivered within 60 days after the Effective Date)each fiscal year.

Acknowledgment and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: : (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto Lender that is an EEA Financial Institution; and and (b) the effects of any Bail-in Action on any such liability, including, if applicable: , (i) a reduction in full or in part or cancellation of any such liability; ; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority. Each Subsidiary listed on this Schedule shall be deemed [SIGNATURE PAGES OMITTED] Date: , 20 To: Bank of America, N.A., as Administrative Agent Re: Amended and Restated Credit Agreement dated as of August 28, 2014 (as amended, modified, supplemented or extended from time to be an Excluded Subsidiary under clause time, the “Credit Agreement”) among Coltec Industries Inc, a Pennsylvania corporation (b) of the definition of such term only for so long as such Subsidiary does not cease to be an Excluded Subsidiary. SMART Modular Technologies (Lux) S.a.r.l. SMART Modular Technologies (SG) PTE. LTD. NZS666846 RREEF America REIT III-ZI LLC SMART Modular Technologies, Inc. ▇▇▇▇▇ Fargo Bank, N.A. September 8, 2010 February 1, 2012 $ 168,625 JPMorgan Chase Bank, N.A. $ 145,000,000.00 UBS AG, Stamford Branch $ 145,000,000.00 Banco do Brasil - New York Branch $ 20,000,000.00 TOTAL $ 310,000,000.00 JPMorgan Chase Bank, N.A. $ 17,500,000.00 UBS AG, Stamford Branch $ 17,500,000.00 ▇▇▇▇▇ Fargo Bank, N.A. $ 15,000,000.00 TOTAL $ 50,000,000.00 SMART Modular Technologies (Global“Coltec”), Inc. Cayman Islands 100% SMART Modular Technologies EnPro Industries, Inc., a North Carolina corporation (DHthe “Parent”), Inc. Cayman Islands 100% SMART Modular Technologies New Coltec, Inc., a North Carolina corporation (CI)“New Coltec”; New Coltec, Inc. Cayman Islands 100% SMART Modular Technologies (DE)Coltec and the Parent being each a “Borrower” and collectively, Inc. Delaware 100% SMART Modular Technologies (Foreign Holdings), Limited Cayman Islands 100% SMART Modular Technologies, Inc. California 100% SMART Modular Technologies (Europe) Limited United Kingdom 100% SMART Modular Technologies GmbH Germany 100% ConXtra Inc. California 100% SMART Modular Technologies (Puerto Rico) Inc. Cayman Islands 100% SMART Modular Technologies (NL) B.V. Netherlands 100% SMART Modular Technologies (SG), PTE. LTD. Singapore 100% SMART Modular Technologies (Lux) S.a ▇.▇. Luxembourg 100% SMART Modular Technologies Sdn. Bhd. Malaysia 100% SMART Modular Technologies do Brasil - Indústria e Comércio de Componentes Ltda. Brazil 99.9% owned by SMART (NL); 0.1% owned by SMART (Puerto Rico) SMART Modular Technologies Indústria de Componentes Eletrônicos Ltda. Brazil 99.9% owned by SMART (NL); 0.1%owned by SMART (Puerto Rico) Notwithstanding any conditions precedent, representations and covenants in the Loan Documents to the contrary (each such condition, representation and covenant deemed modified to the extent necessary to effect the following, and to permit the taking of the actions described herein within the time periods described herein“Borrowers”), the Parent Borrower shallGuarantors from time to time party thereto, the Lenders from time to time party thereto and shall cause each other Loan Party toBank of America, N.A., as promptly as possibleAdministrative Agent, Swing Line Lender and L/C Issuer. Capitalized terms used but not otherwise defined herein have the meanings provided in no event later than the number Credit Agreement. Ladies and Gentlemen: The undersigned hereby requests (select one): ☐ A Borrowing of days after the Effective Date applicable to each item set forth below, take the actions or deliver the items described below; provided, that in each case the Administrative Agent may reasonably agree in writing to extend the number Revolving Loans ☐ A [conversion][continuation] of days for compliance therewith (including to reasonably accommodate circumstances unforeseen on the Effective Date).Revolving Loans 1. Within 60 days after the Effective DateOn , the applicable Loan Parties shall have 20 (i) filed and registered in accordance with applicable foreign law the Security Documents pursuant to which the applicable Loan Parties grant is a security interest in the assets, receivables and quotas of SMART Modular Technologies do Brasil- Industria e Comercio de Componentes Ltda. and SMART Modular Technologies Industria de Componentes Eletronicos Ltda as executed on the Effective Date, (ii) executed and delivered to the Administrative Agent an intellectual property security agreement granting as Collateral a valid, perfected security interest in the intellectual property registered in Brazil held by the applicable Loan Parties and (iii) received a written legal opinion, addressed to the Administrative Agent and the Lenders, of ▇▇▇▇▇▇ Filho, ▇▇▇▇▇ Filho, Marrey Jr. e ▇▇▇▇▇▇▇ Advogados, with respect to such matters related to the security agreements described in clause (ii) above as the Administrative Agent shall reasonably request and each in form and substance reasonably satisfactory theretoBusiness Day). 2. Within 60 days after In the Effective Date, the applicable Loan Parties shall have filed and registered in accordance with applicable foreign law the fully executed Memorandum amount of Deposit delivered to the Administrative Agent granting as Collateral a valid, perfected security interest in the Equity Interests held by the applicable Loan Parties in SMART Modular Technologies Sdn. Bhd (the “Memorandum of Deposit”)$ . 3. Within 60 days after the Effective Date, the Administrative Agent shall have received a fully executed trust agreement, security document or pledge agreement delivered in accordance with applicable foreign law to grant a valid, perfected security interest as collateral in the Equity Interests and assets held by the applicable Loan Parties in SMART Modular Technologies (Europe) Limited, a company registered under the laws Comprised of England and Wales, and each in form and substance satisfactory to the Administrative Agent[Base Rate Loans][Eurodollar Rate Loans]. 4. Within 14 days after the Effective Date, the Administrative Agent shall have received certificates, if any, representing all With an Interest Period of the Equity Interests of each of the Loan Parties (other than Holdings) together with undated stock powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such Equity Interests and other customary ancillary documentation, including any documents required under Section 3.4 of the Memorandum of Deposit (with the exception of certificates, undated stock powers or other appropriate instruments of transfer and other customary ancillary documentation related to the pledge of shares of SMART Modular Technologies (Europe) Limited which shall be executed and delivered within 60 days after the Effective Date)[one][two][three][six] months.

Acknowledgment and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and (b) the effects of any Bail-in Action on any such liability, including, if applicable: (i) i. a reduction in full or in part or cancellation of any such liability; (ii) . a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or (iii) . the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority. .” (c) Each Subsidiary listed on this Schedule shall be deemed to be an Excluded Subsidiary under clause (bBorrower hereby consents, for purposes of Section 9.05(b)(i)(A) of the definition of such term only for so long as such Subsidiary does not cease to be an Excluded Subsidiary. SMART Modular Technologies (Lux) S.a.r.l. SMART Modular Technologies (SG) PTE. LTD. NZS666846 RREEF America REIT III-ZI LLC SMART Modular TechnologiesCredit Agreement, Inc. ▇▇▇▇▇ Fargo Bank, N.A. September 8, 2010 February 1, 2012 $ 168,625 JPMorgan Chase Bank, N.A. $ 145,000,000.00 UBS AG, Stamford Branch $ 145,000,000.00 Banco do Brasil - New York Branch $ 20,000,000.00 TOTAL $ 310,000,000.00 JPMorgan Chase Bank, N.A. $ 17,500,000.00 UBS AG, Stamford Branch $ 17,500,000.00 ▇▇▇▇▇ Fargo Bank, N.A. $ 15,000,000.00 TOTAL $ 50,000,000.00 SMART Modular Technologies (Global), Inc. Cayman Islands 100% SMART Modular Technologies (DH), Inc. Cayman Islands 100% SMART Modular Technologies (CI), Inc. Cayman Islands 100% SMART Modular Technologies (DE), Inc. Delaware 100% SMART Modular Technologies (Foreign Holdings), Limited Cayman Islands 100% SMART Modular Technologies, Inc. California 100% SMART Modular Technologies (Europe) Limited United Kingdom 100% SMART Modular Technologies GmbH Germany 100% ConXtra Inc. California 100% SMART Modular Technologies (Puerto Rico) Inc. Cayman Islands 100% SMART Modular Technologies (NL) B.V. Netherlands 100% SMART Modular Technologies (SG), PTE. LTD. Singapore 100% SMART Modular Technologies (Lux) S.a ▇.▇. Luxembourg 100% SMART Modular Technologies Sdn. Bhd. Malaysia 100% SMART Modular Technologies do Brasil - Indústria e Comércio de Componentes Ltda. Brazil 99.9% owned by SMART (NL); 0.1% owned by SMART (Puerto Rico) SMART Modular Technologies Indústria de Componentes Eletrônicos Ltda. Brazil 99.9% owned by SMART (NL); 0.1%owned by SMART (Puerto Rico) Notwithstanding any conditions precedent, representations and covenants in the Loan Documents to the contrary (each such condition, representation and covenant deemed modified to the extent necessary to effect the following, and to permit the taking assignment on or within 30 days of the actions described herein within the time periods described herein), the Parent Borrower shall, and shall cause each other Loan Party to, as promptly as possible, but in no event later than the number of days after the First Amendment Effective Date applicable of any 2016 Replacement Term Loans by any New 2016 Replacement Lender to each item set forth below, take the actions or deliver the items described below; provided, that in each case the Administrative Agent may reasonably agree in writing to extend the number of days for compliance therewith (including to reasonably accommodate circumstances unforeseen on the Effective Date). 1. Within 60 days after the Effective Date, the applicable Loan Parties shall have (i) filed and registered in accordance with applicable foreign law the Security Documents pursuant to which the applicable Loan Parties grant a security interest in the assets, receivables and quotas of SMART Modular Technologies do Brasil- Industria e Comercio de Componentes Ltda. and SMART Modular Technologies Industria de Componentes Eletronicos Ltda as executed any Person that was an Existing Lender on the First Amendment Effective Date, Date (immediately prior to giving effect thereto) or (ii) executed any Eligible Assignee separately identified, and delivered acceptable, to the Administrative Agent an intellectual property security agreement granting as Collateral a valid, perfected security interest in the intellectual property registered in Brazil held by the applicable Loan Parties and (iii) received a written legal opinion, addressed to the Administrative Agent and the Lenders, of ▇▇▇▇▇▇ Filho, ▇▇▇▇▇ Filho, Marrey Jr. e ▇▇▇▇▇▇▇ Advogados, with respect to such matters related to the security agreements described in clause (ii) above as the Administrative Agent shall reasonably request and each in form and substance reasonably satisfactory thereto. 2. Within 60 days after the Effective Date, the applicable Loan Parties shall have filed and registered in accordance with applicable foreign law the fully executed Memorandum of Deposit delivered to the Administrative Agent granting as Collateral a valid, perfected security interest in the Equity Interests held by the applicable Loan Parties in SMART Modular Technologies Sdn. Bhd (the “Memorandum of Deposit”). 3. Within 60 days after the Effective Date, the Administrative Agent shall have received a fully executed trust agreement, security document or pledge agreement delivered in accordance with applicable foreign law to grant a valid, perfected security interest as collateral in the Equity Interests and assets held by the applicable Loan Parties in SMART Modular Technologies (Europe) Limited, a company registered under the laws of England and Wales, and each in form and substance satisfactory to the Administrative Borrower Agent. 4. Within 14 days after the Effective Date, the Administrative Agent shall have received certificates, if any, representing all of the Equity Interests of each of the Loan Parties (other than Holdings) together with undated stock powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such Equity Interests and other customary ancillary documentation, including any documents required under Section 3.4 of the Memorandum of Deposit (with the exception of certificates, undated stock powers or other appropriate instruments of transfer and other customary ancillary documentation related to the pledge of shares of SMART Modular Technologies (Europe) Limited which shall be executed and delivered within 60 days after the Effective Date).

Acknowledgment and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the writeWrite-down Down and conversion powers Conversion Powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto Lender that is an EEA Financial Institution; and (b) the effects of any Bail-in Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or (iii) the variation of the terms of such liability in connection with the exercise of the writeWrite-down Down and conversion powers Conversion Powers of any EEA Resolution Authority. (A) PRICING GRID (a) From the Amendment No. Each Subsidiary listed 2 Effective Date through the date on this Schedule which the Compliance Certificate is required to be delivered hereunder for the fiscal quarter ending March 31, 2019 (the “Initial Period”), the Applicable Margin, Applicable Letter of Credit Fee Rate, and the Applicable Commitment Fee Rate shall be deemed to be an Excluded Subsidiary the respective amounts set forth under clause Level I of the table set forth immediately above. (b) It is expressly agreed that after the Initial Period, the Applicable Margin, the Applicable Letter of Credit Fee Rate, and the definition of such term only for so long as such Subsidiary does not cease Applicable Commitment Fee Rate shall be determined based upon the table set forth immediately above and change on each date on which a Compliance Certificate is required to be an Excluded Subsidiary. SMART Modular Technologies (Lux) S.a.r.l. SMART Modular Technologies (SG) PTE. LTD. NZS666846 RREEF America REIT III-ZI LLC SMART Modular Technologies, Inc. ▇▇▇▇▇ Fargo Bank, N.A. September 8, 2010 February 1, 2012 $ 168,625 JPMorgan Chase Bank, N.A. $ 145,000,000.00 UBS AG, Stamford Branch $ 145,000,000.00 Banco do Brasil - New York Branch $ 20,000,000.00 TOTAL $ 310,000,000.00 JPMorgan Chase Bank, N.A. $ 17,500,000.00 UBS AG, Stamford Branch $ 17,500,000.00 ▇▇▇▇▇ Fargo Bank, N.A. $ 15,000,000.00 TOTAL $ 50,000,000.00 SMART Modular Technologies (Global), Inc. Cayman Islands 100% SMART Modular Technologies (DH), Inc. Cayman Islands 100% SMART Modular Technologies (CI), Inc. Cayman Islands 100% SMART Modular Technologies (DE), Inc. Delaware 100% SMART Modular Technologies (Foreign Holdings), Limited Cayman Islands 100% SMART Modular Technologies, Inc. California 100% SMART Modular Technologies (Europe) Limited United Kingdom 100% SMART Modular Technologies GmbH Germany 100% ConXtra Inc. California 100% SMART Modular Technologies (Puerto Rico) Inc. Cayman Islands 100% SMART Modular Technologies (NL) B.V. Netherlands 100% SMART Modular Technologies (SG), PTE. LTD. Singapore 100% SMART Modular Technologies (Lux) S.a ▇delivered hereunder.▇. Luxembourg 100% SMART Modular Technologies Sdn. Bhd. Malaysia 100% SMART Modular Technologies do Brasil - Indústria e Comércio de Componentes Ltda. Brazil 99.9% owned by SMART (NL); 0.1% owned by SMART (Puerto Rico) SMART Modular Technologies Indústria de Componentes Eletrônicos Ltda. Brazil 99.9% owned by SMART (NL); 0.1%owned by SMART (Puerto Rico) Notwithstanding any conditions precedent, representations and covenants in the Loan Documents to the contrary (each such condition, representation and covenant deemed modified to the extent necessary to effect the following, and to permit the taking of the actions described herein within the time periods described herein), the Parent Borrower shall, and shall cause each other Loan Party to, as promptly as possible, but in no event later than the number of days after the Effective Date applicable to each item set forth below, take the actions or deliver the items described below; provided, that in each case the Administrative Agent may reasonably agree in writing to extend the number of days for compliance therewith (including to reasonably accommodate circumstances unforeseen on the Effective Date). 1. Within 60 days after the Effective Date, the applicable Loan Parties shall have (i) filed and registered in accordance with applicable foreign law the Security Documents pursuant to which the applicable Loan Parties grant a security interest in the assets, receivables and quotas of SMART Modular Technologies do Brasil- Industria e Comercio de Componentes Ltda. and SMART Modular Technologies Industria de Componentes Eletronicos Ltda as executed on the Effective Date, (ii) executed and delivered to the Administrative Agent an intellectual property security agreement granting as Collateral a valid, perfected security interest in the intellectual property registered in Brazil held by the applicable Loan Parties and (iii) received a written legal opinion, addressed to the Administrative Agent and the Lenders, of ▇▇▇▇▇▇ Filho, ▇▇▇▇▇ Filho, Marrey Jr. e ▇▇▇▇▇▇▇ Advogados, with respect to such matters related to the security agreements described in clause (ii) above as the Administrative Agent shall reasonably request and each in form and substance reasonably satisfactory thereto. 2. Within 60 days after the Effective Date, the applicable Loan Parties shall have filed and registered in accordance with applicable foreign law the fully executed Memorandum of Deposit delivered to the Administrative Agent granting as Collateral a valid, perfected security interest in the Equity Interests held by the applicable Loan Parties in SMART Modular Technologies Sdn. Bhd (the “Memorandum of Deposit”). 3. Within 60 days after the Effective Date, the Administrative Agent shall have received a fully executed trust agreement, security document or pledge agreement delivered in accordance with applicable foreign law to grant a valid, perfected security interest as collateral in the Equity Interests and assets held by the applicable Loan Parties in SMART Modular Technologies (Europe) Limited, a company registered under the laws of England and Wales, and each in form and substance satisfactory to the Administrative Agent. 4. Within 14 days after the Effective Date, the Administrative Agent shall have received certificates, if any, representing all of the Equity Interests of each of the Loan Parties (other than Holdings) together with undated stock powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such Equity Interests and other customary ancillary documentation, including any documents required under Section 3.4 of the Memorandum of Deposit (with the exception of certificates, undated stock powers or other appropriate instruments of transfer and other customary ancillary documentation related to the pledge of shares of SMART Modular Technologies (Europe) Limited which shall be executed and delivered within 60 days after the Effective Date).

Acknowledgment and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Lender party hereto that is an EEA Financial Institution; and (b) the effects of any Bail-in In Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority. Each Subsidiary listed on EXTENSION OFFER AND AMENDMENT NO. 2 TO CREDIT AGREEMENT, dated as of September 2, 2020 (this Schedule shall be deemed to be an Excluded Subsidiary under clause (b) of the definition of such term only for so long as such Subsidiary does not cease to be an Excluded Subsidiary. SMART Modular Technologies (Lux) S.a.r.l. SMART Modular Technologies (SG) PTE. LTD. NZS666846 RREEF America REIT III-ZI LLC SMART Modular Technologies, Inc. ▇▇▇▇▇ Fargo Bank, N.A. September 8, 2010 February 1, 2012 $ 168,625 JPMorgan Chase Bank, N.A. $ 145,000,000.00 UBS AG, Stamford Branch $ 145,000,000.00 Banco do Brasil - New York Branch $ 20,000,000.00 TOTAL $ 310,000,000.00 JPMorgan Chase Bank, N.A. $ 17,500,000.00 UBS AG, Stamford Branch $ 17,500,000.00 ▇▇▇▇▇ Fargo Bank, N.A. $ 15,000,000.00 TOTAL $ 50,000,000.00 SMART Modular Technologies (Global“Amendment”), Inc. Cayman Islands 100% SMART Modular Technologies (DH), Inc. Cayman Islands 100% SMART Modular Technologies (CI), Inc. Cayman Islands 100% SMART Modular Technologies (DE), Inc. Delaware 100% SMART Modular Technologies (Foreign Holdings), Limited Cayman Islands 100% SMART Modular Technologies, Inc. California 100% SMART Modular Technologies (Europe) Limited United Kingdom 100% SMART Modular Technologies GmbH Germany 100% ConXtra Inc. California 100% SMART Modular Technologies (Puerto Rico) Inc. Cayman Islands 100% SMART Modular Technologies (NL) B.V. Netherlands 100% SMART Modular Technologies (SG), PTE. LTD. Singapore 100% SMART Modular Technologies (Lux) S.a ▇.▇. Luxembourg 100% SMART Modular Technologies Sdn. Bhd. Malaysia 100% SMART Modular Technologies do Brasil - Indústria e Comércio de Componentes Ltda. Brazil 99.9% owned by SMART (NL); 0.1% owned by SMART (Puerto Rico) SMART Modular Technologies Indústria de Componentes Eletrônicos Ltda. Brazil 99.9% owned by SMART (NL); 0.1%owned by SMART (Puerto Rico) Notwithstanding any conditions precedent, representations and covenants in the Loan Documents to the contrary (each such condition, representation and covenant deemed modified to the extent necessary to effect the following, and to permit the taking of the actions described herein within the time periods described herein), the Parent Borrower shall, and shall cause each other Loan Party to, as promptly as possible, but in no event later than the number of days after the Effective Date applicable to each item set forth below, take the actions or deliver the items described below; provided, that in each case the Administrative Agent may reasonably agree in writing to extend the number of days for compliance therewith (including to reasonably accommodate circumstances unforeseen on the Effective Date). 1. Within 60 days after the Effective Date, the applicable Loan Parties shall have (i) filed and registered in accordance with applicable foreign law the Security Documents pursuant to which the applicable Loan Parties grant a security interest in the assets, receivables and quotas of SMART Modular Technologies do Brasil- Industria e Comercio de Componentes Ltda. and SMART Modular Technologies Industria de Componentes Eletronicos Ltda as executed on the Effective Date, (ii) executed and delivered to the Administrative Agent an intellectual property security agreement granting as Collateral a valid, perfected security interest in the intellectual property registered in Brazil held by the applicable Loan Parties and (iii) received a written legal opinion, addressed to the Administrative Agent and the Lenders, of ▇▇▇▇▇▇ Filho, ▇▇▇▇▇ Filho, Marrey Jr. e ▇▇▇▇▇▇▇ Advogados, with respect to such matters related to the security agreements described in clause (ii) above as the Administrative Agent shall reasonably request and each in form and substance reasonably satisfactory thereto. 2. Within 60 days after the Effective Date, the applicable Loan Parties shall have filed and registered in accordance with applicable foreign law the fully executed Memorandum of Deposit delivered to the Administrative Agent granting as Collateral a valid, perfected security interest in the Equity Interests held by the applicable Loan Parties in SMART Modular Technologies Sdn. Bhd (the “Memorandum of Deposit”). 3. Within 60 days after the Effective Date, the Administrative Agent shall have received a fully executed trust agreement, security document or pledge agreement delivered in accordance with applicable foreign law to grant a valid, perfected security interest as collateral in the Equity Interests and assets held by the applicable Loan Parties in SMART Modular Technologies (Europe) Limitedamong MICRO FOCUS INTERNATIONAL PLC, a company registered organized under the laws of England and WalesWales (the “Parent”), MICRO FOCUS GROUP LIMITED, a company organized under the laws of England and each Wales (“Holdco”), MA FINANCECO., LLC, a Delaware limited liability company (the “Borrower”) and the Revolving Lenders party hereto (constituting all Revolving Lenders under the Existing Credit Agreement (as defined below) on the date hereof), the Swingline Lender and the Issuing Bank and acknowledged by JPMorgan Chase Bank, N.A., as administrative agent and collateral agent for the Lenders (in form and substance satisfactory to such capacity, the “Administrative Agent. 4. Within 14 days after the Effective Date, the Administrative Agent shall have received certificates, if any, representing all of the Equity Interests of each of the Loan Parties (other than Holdings) together with undated stock powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such Equity Interests and other customary ancillary documentation, including any documents required under Section 3.4 of the Memorandum of Deposit (with the exception of certificates, undated stock powers or other appropriate instruments of transfer and other customary ancillary documentation related to the pledge of shares of SMART Modular Technologies (Europe) Limited which shall be executed and delivered within 60 days after the Effective Date”).

Acknowledgment and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Financing Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Financing Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and (b) the effects of any Bail-in In Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Financing Document; or (iii) the variation of the terms of such liability in connection with the exercise of the writeWrite-down Down and conversion powers Conversion Powers of any EEA Resolution Authority.” 5 Required Group Agent Action No. Each Subsidiary listed on this Schedule shall be deemed to be an Excluded Subsidiary under clause (b) 13 [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. n. Appendix 2 of the definition of such term only for so long Loan Agreement is hereby amended as such Subsidiary does not cease to be an Excluded Subsidiary. SMART Modular Technologies (Lux) S.a.r.l. SMART Modular Technologies (SG) PTE. LTD. NZS666846 RREEF America REIT III-ZI LLC SMART Modular Technologies, Inc. ▇▇▇▇▇ Fargo Bank, N.A. September 8, 2010 February 1, 2012 $ 168,625 JPMorgan Chase Bank, N.A. $ 145,000,000.00 UBS AG, Stamford Branch $ 145,000,000.00 Banco do Brasil - New York Branch $ 20,000,000.00 TOTAL $ 310,000,000.00 JPMorgan Chase Bank, N.A. $ 17,500,000.00 UBS AG, Stamford Branch $ 17,500,000.00 ▇▇▇▇▇ Fargo Bank, N.A. $ 15,000,000.00 TOTAL $ 50,000,000.00 SMART Modular Technologies (Global), Inc. Cayman Islands 100% SMART Modular Technologies (DH), Inc. Cayman Islands 100% SMART Modular Technologies (CI), Inc. Cayman Islands 100% SMART Modular Technologies (DE), Inc. Delaware 100% SMART Modular Technologies (Foreign Holdings), Limited Cayman Islands 100% SMART Modular Technologies, Inc. California 100% SMART Modular Technologies (Europe) Limited United Kingdom 100% SMART Modular Technologies GmbH Germany 100% ConXtra Inc. California 100% SMART Modular Technologies (Puerto Rico) Inc. Cayman Islands 100% SMART Modular Technologies (NL) B.V. Netherlands 100% SMART Modular Technologies (SG), PTE. LTD. Singapore 100% SMART Modular Technologies (Lux) S.a ▇.▇. Luxembourg 100% SMART Modular Technologies Sdn. Bhd. Malaysia 100% SMART Modular Technologies do Brasil - Indústria e Comércio de Componentes Ltda. Brazil 99.9% owned by SMART (NL); 0.1% owned by SMART (Puerto Rico) SMART Modular Technologies Indústria de Componentes Eletrônicos Ltda. Brazil 99.9% owned by SMART (NL); 0.1%owned by SMART (Puerto Rico) Notwithstanding any conditions precedent, representations and covenants in the Loan Documents to the contrary (each such condition, representation and covenant deemed modified to the extent necessary to effect the following, and to permit the taking of the actions described herein within the time periods described herein), the Parent Borrower shall, and shall cause each other Loan Party to, as promptly as possible, but in no event later than the number of days after the Effective Date applicable to each item set forth below, take the actions or deliver the items described below; provided, that in each case the Administrative Agent may reasonably agree in writing to extend the number of days Annex 1 hereto (with such deletions marked as a strike-through and additions as bolded and underlined for compliance therewith (including to reasonably accommodate circumstances unforeseen on the Effective Datereference purposes only). 1. Within 60 days after the Effective Date, the applicable Loan Parties shall have (i) filed and registered in accordance with applicable foreign law the Security Documents pursuant to which the applicable Loan Parties grant a security interest in the assets, receivables and quotas of SMART Modular Technologies do Brasil- Industria e Comercio de Componentes Ltda. and SMART Modular Technologies Industria de Componentes Eletronicos Ltda as executed on the Effective Date, (ii) executed and delivered to the Administrative Agent an intellectual property security agreement granting as Collateral a valid, perfected security interest in the intellectual property registered in Brazil held by the applicable Loan Parties and (iii) received a written legal opinion, addressed to the Administrative Agent and the Lenders, of ▇▇▇▇▇▇ Filho, ▇▇▇▇▇ Filho, Marrey Jr. e ▇▇▇▇▇▇▇ Advogados, with respect to such matters related to the security agreements described in clause (ii) above as the Administrative Agent shall reasonably request and each in form and substance reasonably satisfactory thereto. 2. Within 60 days after the Effective Date, the applicable Loan Parties shall have filed and registered in accordance with applicable foreign law the fully executed Memorandum of Deposit delivered to the Administrative Agent granting as Collateral a valid, perfected security interest in the Equity Interests held by the applicable Loan Parties in SMART Modular Technologies Sdn. Bhd (the “Memorandum of Deposit”). 3. Within 60 days after the Effective Date, the Administrative Agent shall have received a fully executed trust agreement, security document or pledge agreement delivered in accordance with applicable foreign law to grant a valid, perfected security interest as collateral in the Equity Interests and assets held by the applicable Loan Parties in SMART Modular Technologies (Europe) Limited, a company registered under the laws of England and Wales, and each in form and substance satisfactory to the Administrative Agent. 4. Within 14 days after the Effective Date, the Administrative Agent shall have received certificates, if any, representing all of the Equity Interests of each o. Appendix 3 of the Loan Parties (other than Holdings) together with undated stock powers or other appropriate instruments of transfer executed and delivered in blank Agreement is hereby amended by a duly authorized officer of amending the holder(s) of such Equity Interests and other customary ancillary documentation, including any documents required under Section 3.4 of the Memorandum of Deposit last paragraph therein as follows (with the exception of certificates, undated stock powers or other appropriate instruments of transfer such deletions marked as a strike-through and other customary ancillary documentation related to the pledge of shares of SMART Modular Technologies (Europe) Limited which shall be executed additions as bolded and delivered within 60 days after the Effective Date).underlined for reference purposes only):

Acknowledgment and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such partiesparties thereto, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the writeWrite-down Down and conversion powers Conversion Powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (aA) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and (bB) the effects of any Bail-in Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or (iii) the variation of the terms of such liability in connection with the exercise of the writeWrite-down Down and conversion powers Conversion Powers of any EEA Resolution Authority. Each Subsidiary listed on this Schedule shall be deemed . (l) Exhibit A-1 (2017 Revolving Loan Commitments) and Exhibit A-2 (2019 Revolving Loan Commitments) are hereby amended and restated in their entirety to be an Excluded Subsidiary under clause (b) of read as set forth in Annex I hereto to reflect the definition of such term only for so long as such Subsidiary does not cease increase to be an Excluded Subsidiary. SMART Modular Technologies (Lux) S.a.r.l. SMART Modular Technologies (SG) PTE. LTD. NZS666846 RREEF America REIT III-ZI LLC SMART Modular Technologies, Inc. ▇the ▇▇▇▇ Fargo Bank, N.A. September 8, 2010 February 1, 2012 $ 168,625 JPMorgan Chase Bank, N.A. $ 145,000,000.00 UBS AG, Stamford Branch $ 145,000,000.00 Banco do Brasil - New York Branch $ 20,000,000.00 TOTAL $ 310,000,000.00 JPMorgan Chase Bank, N.A. $ 17,500,000.00 UBS AG, Stamford Branch $ 17,500,000.00 ▇▇▇▇▇ Fargo Bank, N.A. $ 15,000,000.00 TOTAL $ 50,000,000.00 SMART Modular Technologies (Global), Inc. Cayman Islands 100% SMART Modular Technologies (DH), Inc. Cayman Islands 100% SMART Modular Technologies (CI), Inc. Cayman Islands 100% SMART Modular Technologies (DE), Inc. Delaware 100% SMART Modular Technologies (Foreign Holdings), Limited Cayman Islands 100% SMART Modular Technologies, Inc. California 100% SMART Modular Technologies (Europe) Limited United Kingdom 100% SMART Modular Technologies GmbH Germany 100% ConXtra Inc. California 100% SMART Modular Technologies (Puerto Rico) Inc. Cayman Islands 100% SMART Modular Technologies (NL) B.V. Netherlands 100% SMART Modular Technologies (SG), PTE. LTD. Singapore 100% SMART Modular Technologies (Lux) S.a ▇.▇. Luxembourg 100% SMART Modular Technologies Sdn. Bhd. Malaysia 100% SMART Modular Technologies do Brasil - Indústria e Comércio de Componentes Ltda. Brazil 99.9% owned by SMART (NL); 0.1% owned by SMART (Puerto Rico) SMART Modular Technologies Indústria de Componentes Eletrônicos Ltda. Brazil 99.9% owned by SMART (NL); 0.1%owned by SMART (Puerto Rico) Notwithstanding any conditions precedent, representations and covenants in the Loan Documents to the contrary (each such condition, representation and covenant deemed modified to the extent necessary to effect the following, and to permit the taking of the actions described herein within the time periods described herein), the Parent Borrower shall, and shall cause each other Loan Party to, as promptly as possible, but in no event later than the number of days after the Effective Date applicable to each item set forth below, take the actions or deliver the items described below; provided, that in each case the Administrative Agent may reasonably agree in writing to extend the number of days for compliance therewith (including to reasonably accommodate circumstances unforeseen on the Effective Date). 1. Within 60 days after the Effective Date, the applicable Loan Parties shall have (i) filed and registered in accordance with applicable foreign law the Security Documents pursuant to which the applicable Loan Parties grant a security interest in the assets, receivables and quotas of SMART Modular Technologies do Brasil- Industria e Comercio de Componentes Ltda. and SMART Modular Technologies Industria de Componentes Eletronicos Ltda as executed on the Effective Date, (ii) executed and delivered to the Administrative Agent an intellectual property security agreement granting as Collateral a valid, perfected security interest in the intellectual property registered in Brazil held by the applicable Loan Parties and (iii) received a written legal opinion, addressed to the Administrative Agent and the Lenders, of ▇▇▇▇▇▇ Filho, ▇▇▇▇▇ Filho, Marrey Jr. e ▇▇▇▇▇▇▇ Advogados, with respect to such matters related to the security agreements Revolving Loan Commitment described in clause (ii) above as Section 2 below on the Administrative Agent shall reasonably request and each in form and substance reasonably satisfactory theretoeffective date hereof. 2. Within 60 days after the Effective Date, the applicable Loan Parties (m) The Credit Agreement shall have filed and registered in accordance with applicable foreign law the fully executed Memorandum of Deposit delivered be amended to the Administrative Agent granting as Collateral add a valid, perfected security interest new Exhibit J (Conversion Confirmation) in the Equity Interests held by the applicable Loan Parties in SMART Modular Technologies Sdn. Bhd form attached as Annex II hereto (the “Memorandum of Deposit”). 3. Within 60 days after the Effective Date, the Administrative Agent n) The Credit Agreement shall have received be amended to add a fully executed trust agreement, security document or pledge agreement delivered in accordance with applicable foreign law to grant a valid, perfected security interest as collateral new Schedule 7.5 (Canadian Tax Restructuring) in the Equity Interests and assets held by the applicable Loan Parties in SMART Modular Technologies (Europe) Limited, a company registered under the laws of England and Wales, and each in form and substance satisfactory to the Administrative Agentattached as Annex III hereto. 4. Within 14 days after the Effective Date, the Administrative Agent shall have received certificates, if any, representing all of the Equity Interests of each of the Loan Parties (other than Holdings) together with undated stock powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such Equity Interests and other customary ancillary documentation, including any documents required under Section 3.4 of the Memorandum of Deposit (with the exception of certificates, undated stock powers or other appropriate instruments of transfer and other customary ancillary documentation related to the pledge of shares of SMART Modular Technologies (Europe) Limited which shall be executed and delivered within 60 days after the Effective Date).

Acknowledgment and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto Lender that is an EEA Financial Institution; and (b) the effects of any Bail-in Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority. Each Subsidiary listed ARTICLE 1 DEFINITIONS 1 Section 1.01 ABL Credit Agreement 1 Section 1.02 Other Defined Terms 2 ARTICLE 2 GUARANTEE 4 Section 2.01 Guarantee 4 Section 2.02 Guarantee of Payment 5 Section 2.03 No Limitations, Etc 5 Section 2.04 Reinstatement 6 Section 2.05 Agreement to Pay; Contribution; Subrogation 6 Section 2.06 Information 7 Section 2.07 Maximum Liability 7 Section 2.08 Payment Free and Clear of Taxes 7 Section 2.09 No Foreign Guarantee of U.S. Obligations 7 ARTICLE 3 SECURITY INTERESTS IN OTHER PERSONAL PROPERTY 8 Section 3.01 Security Interest 8 Section 3.02 Representations and Warranties 9 Section 3.03 Covenants 10 Section 3.04 Other Actions 12 ARTICLE 4 REMEDIES 13 Section 4.01 Remedies Upon Default 13 Section 4.02 Application of Proceeds 15 Section 4.03 License 15 ARTICLE 5 INDEMNITY, SUBROGATION AND SUBORDINATION 15 Section 5.01 Indemnity 15 Section 5.02 Contribution and Subrogation 15 Section 5.03 Subordination 16 ARTICLE 6 MISCELLANEOUS 16 Section 6.01 Notices 17 Section 6.02 Security Interest Absolute 17 Section 6.03 Limitation by Law 17 Section 6.04 Binding Effect; Several Agreement 17 Section 6.05 Successors and Assigns 17 Section 6.06 Administrative Agent’s Fees and Expenses; Indemnification 18 Section 6.07 Administrative Agent Appointed Attorney-in-Fact 18 Section 6.08 GOVERNING LAW 19 Section 6.09 Waivers; Amendment 19 Section 6.10 WAIVER OF JURY TRIAL 20 Section 6.11 Severability 20 Section 6.12 Counterparts 20 Section 6.13 Headings 21 Section 6.14 Jurisdiction; Consent to Service Of Process 21 Section 6.15 Termination or Release 21 Section 6.16 Additional Subsidiaries 22 Section 6.17 Right of Set-off 22 Section 6.18 Person Serving as Administrative Agent 23 Section 6.19 Amendment and Restatement 23 Schedule I Loan Parties Schedule II Filing Jurisdictions Schedule III Commercial Tort Claims Schedule IV Matters Relating to Accounts and Inventory Exhibit I Form of Supplement to the Guarantee and Collateral Agreement AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT dated as of February 6, 2019 (this “Agreement”), is among VERSO HOLDING LLC, a Delaware limited liability company (“Holdings”), VERSO PAPER HOLDING LLC, a Delaware limited liability company (the “Company”), each subsidiary of Holdings identified on this Schedule shall be deemed to be an Excluded Subsidiary under clause I or otherwise identified herein as a party (bother than the Company) of the definition of such term only for so long as such Subsidiary does not cease to be an Excluded Subsidiary. SMART Modular Technologies (Lux) S.a.r.l. SMART Modular Technologies (SG) PTE. LTD. NZS666846 RREEF America REIT III-ZI LLC SMART Modular Technologies, Inc. and ▇▇▇▇▇ Fargo BankFARGO BANK, N.A. September 8NATIONAL ASSOCIATION, 2010 February 1as administrative agent (in such capacity, 2012 $ 168,625 JPMorgan Chase Bank, N.A. $ 145,000,000.00 UBS AG, Stamford Branch $ 145,000,000.00 Banco do Brasil - New York Branch $ 20,000,000.00 TOTAL $ 310,000,000.00 JPMorgan Chase Bank, N.A. $ 17,500,000.00 UBS AG, Stamford Branch $ 17,500,000.00 ▇▇▇▇▇ Fargo Bank, N.A. $ 15,000,000.00 TOTAL $ 50,000,000.00 SMART Modular Technologies (Global), Inc. Cayman Islands 100% SMART Modular Technologies (DH), Inc. Cayman Islands 100% SMART Modular Technologies (CI), Inc. Cayman Islands 100% SMART Modular Technologies (DE), Inc. Delaware 100% SMART Modular Technologies (Foreign Holdings), Limited Cayman Islands 100% SMART Modular Technologies, Inc. California 100% SMART Modular Technologies (Europe) Limited United Kingdom 100% SMART Modular Technologies GmbH Germany 100% ConXtra Inc. California 100% SMART Modular Technologies (Puerto Rico) Inc. Cayman Islands 100% SMART Modular Technologies (NL) B.V. Netherlands 100% SMART Modular Technologies (SG), PTE. LTD. Singapore 100% SMART Modular Technologies (Lux) S.a ▇.▇. Luxembourg 100% SMART Modular Technologies Sdn. Bhd. Malaysia 100% SMART Modular Technologies do Brasil - Indústria e Comércio de Componentes Ltda. Brazil 99.9% owned by SMART (NL); 0.1% owned by SMART (Puerto Rico) SMART Modular Technologies Indústria de Componentes Eletrônicos Ltda. Brazil 99.9% owned by SMART (NL); 0.1%owned by SMART (Puerto Rico) Notwithstanding together with any conditions precedent, representations and covenants in the Loan Documents to the contrary (each such condition, representation and covenant deemed modified to the extent necessary to effect the following, and to permit the taking of the actions described herein within the time periods described herein)successor administrative agent, the Parent Borrower shall, and shall cause each other Loan Party to, “Administrative Agent”) for the Secured Parties (as promptly as possible, but in no event later than the number of days after the Effective Date applicable to each item set forth defined below, take the actions or deliver the items described below; provided, that in each case the Administrative Agent may reasonably agree in writing to extend the number of days for compliance therewith (including to reasonably accommodate circumstances unforeseen on the Effective Date). 1. Within 60 days after the Effective Date, the applicable Loan Parties shall have (i) filed and registered in accordance with applicable foreign law the Security Documents pursuant to which the applicable Loan Parties grant a security interest in the assets, receivables and quotas of SMART Modular Technologies do Brasil- Industria e Comercio de Componentes Ltda. and SMART Modular Technologies Industria de Componentes Eletronicos Ltda as executed on the Effective Date, (ii) executed and delivered to the Administrative Agent an intellectual property security agreement granting as Collateral a valid, perfected security interest in the intellectual property registered in Brazil held by the applicable Loan Parties and (iii) received a written legal opinion, addressed to the Administrative Agent and the Lenders, of ▇▇▇▇▇▇ Filho, ▇▇▇▇▇ Filho, Marrey Jr. e ▇▇▇▇▇▇▇ Advogados, with respect to such matters related to the security agreements described in clause (ii) above as the Administrative Agent shall reasonably request and each in form and substance reasonably satisfactory thereto. 2. Within 60 days after the Effective Date, the applicable Loan Parties shall have filed and registered in accordance with applicable foreign law the fully executed Memorandum of Deposit delivered to the Administrative Agent granting as Collateral a valid, perfected security interest in the Equity Interests held by the applicable Loan Parties in SMART Modular Technologies Sdn. Bhd (the “Memorandum of Deposit”). 3. Within 60 days after the Effective Date, the Administrative Agent shall have received a fully executed trust agreement, security document or pledge agreement delivered in accordance with applicable foreign law to grant a valid, perfected security interest as collateral in the Equity Interests and assets held by the applicable Loan Parties in SMART Modular Technologies (Europe) Limited, a company registered under the laws of England and Wales, and each in form and substance satisfactory to the Administrative Agent. 4. Within 14 days after the Effective Date, the Administrative Agent shall have received certificates, if any, representing all of the Equity Interests of each of the Loan Parties (other than Holdings) together with undated stock powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such Equity Interests and other customary ancillary documentation, including any documents required under Section 3.4 of the Memorandum of Deposit (with the exception of certificates, undated stock powers or other appropriate instruments of transfer and other customary ancillary documentation related to the pledge of shares of SMART Modular Technologies (Europe) Limited which shall be executed and delivered within 60 days after the Effective Date).

Acknowledgment and Consent to Bail-In of EEA Financial Institutions. Notwithstanding Solely to the extent any Lender or Issuing Bank that is an EEA Financial Institution is a party to this Agreement and notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender or Issuing Bank that is an EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, Document may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto Lender or Issuing Bank that is an EEA Financial Institution; and (b) the effects of any Bail-in In Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertakingentity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority. Each Subsidiary listed on this Schedule shall Reference is made to the Amended and Restated Asset-Based Revolving Credit Agreement, dated as of March 2, 2018 (as the same may be deemed amended, restated, supplemented or otherwise modified from time to be time, the “Credit Agreement”), among MPM INTERMEDIATE HOLDINGS INC., a Delaware corporation (“Holdings”), MOMENTIVE PERFORMANCE MATERIALS INC., a Delaware corporation (“Intermediate Holdings”), MOMENTIVE PERFORMANCE MATERIALS USA LLC, a Delaware corporation (the “U.S. Borrower”), MOMENTIVE PERFORMANCE MATERIALS GMBH, a company organized under the laws of Germany (the “Germany Silicone Borrower”), MOMENTIVE PERFORMANCE MATERIALS QUARTZ GMBH, a company organized under the laws of Germany (the “Germany Quartz Borrower”), MOMENTIVE PERFORMANCE MATERIALS NOVA SCOTIA ULC, an Excluded Subsidiary unlimited company incorporated under clause the laws of the Province of Nova Scotia (bCanada) (the “Canadian Borrower” and the Canadian Borrower, together with the U.S. Borrower, the Germany Silicone Borrower and the Germany Quartz Borrower, the “Borrowers”), the LENDERS party thereto from time to time, JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Administrative Agent”), and the other parties named therein. Terms defined in the Credit Agreement are used herein with the same meanings. 1. The Assignor (as defined below) hereby irrevocably sells and assigns, without recourse, to the Assignee (as defined below), and the Assignee hereby irrevocably purchases and assumes, without recourse, from the Assignor, effective as of the Effective Date set forth below (the “Effective Date”) (but not prior to the registration of the information contained herein in the Register pursuant to Section 9.04(b)(iv) of the definition of such term only for so long as such Subsidiary does not cease to be an Excluded Subsidiary. SMART Modular Technologies (Lux) S.a.r.l. SMART Modular Technologies (SG) PTE. LTD. NZS666846 RREEF America REIT III-ZI LLC SMART Modular Technologies, Inc. ▇▇▇▇▇ Fargo Bank, N.A. September 8, 2010 February 1, 2012 $ 168,625 JPMorgan Chase Bank, N.A. $ 145,000,000.00 UBS AG, Stamford Branch $ 145,000,000.00 Banco do Brasil - New York Branch $ 20,000,000.00 TOTAL $ 310,000,000.00 JPMorgan Chase Bank, N.A. $ 17,500,000.00 UBS AG, Stamford Branch $ 17,500,000.00 ▇▇▇▇▇ Fargo Bank, N.A. $ 15,000,000.00 TOTAL $ 50,000,000.00 SMART Modular Technologies (Global), Inc. Cayman Islands 100% SMART Modular Technologies (DH), Inc. Cayman Islands 100% SMART Modular Technologies (CI), Inc. Cayman Islands 100% SMART Modular Technologies (DE), Inc. Delaware 100% SMART Modular Technologies (Foreign Holdings), Limited Cayman Islands 100% SMART Modular Technologies, Inc. California 100% SMART Modular Technologies (Europe) Limited United Kingdom 100% SMART Modular Technologies GmbH Germany 100% ConXtra Inc. California 100% SMART Modular Technologies (Puerto Rico) Inc. Cayman Islands 100% SMART Modular Technologies (NL) B.V. Netherlands 100% SMART Modular Technologies (SG), PTE. LTD. Singapore 100% SMART Modular Technologies (Lux) S.a ▇.▇. Luxembourg 100% SMART Modular Technologies Sdn. Bhd. Malaysia 100% SMART Modular Technologies do Brasil - Indústria e Comércio de Componentes Ltda. Brazil 99.9% owned by SMART (NL); 0.1% owned by SMART (Puerto Rico) SMART Modular Technologies Indústria de Componentes Eletrônicos Ltda. Brazil 99.9% owned by SMART (NL); 0.1%owned by SMART (Puerto Rico) Notwithstanding any conditions precedent, representations and covenants in the Loan Documents to the contrary (each such condition, representation and covenant deemed modified to the extent necessary to effect the following, and to permit the taking of the actions described herein within the time periods described hereinCredit Agreement), the Parent Borrower shall, interests set forth below (the “Assigned Interest”) in the Assignor’s rights and shall cause each obligations under the Credit Agreement and the other Loan Party toDocuments, as promptly as possibleincluding, but in no event later than without limitation, the number amounts and percentages set forth below of days after (i) the Commitments of the Assignor on the Effective Date applicable and (ii) the Loans owing to each item set forth below, take the actions or deliver the items described below; provided, that in each case the Administrative Agent may reasonably agree in writing to extend the number of days for compliance therewith (including to reasonably accommodate circumstances unforeseen Assignor which are outstanding on the Effective Date). 1. Within 60 days after the Effective Date, the applicable Loan Parties shall have (i) filed From and registered in accordance with applicable foreign law the Security Documents pursuant to which the applicable Loan Parties grant a security interest in the assets, receivables and quotas of SMART Modular Technologies do Brasil- Industria e Comercio de Componentes Ltda. and SMART Modular Technologies Industria de Componentes Eletronicos Ltda as executed on the Effective Date, (ii) executed and delivered to the Administrative Agent an intellectual property security agreement granting as Collateral a valid, perfected security interest in the intellectual property registered in Brazil held by the applicable Loan Parties and (iii) received a written legal opinion, addressed to the Administrative Agent and the Lenders, of ▇▇▇▇▇▇ Filho, ▇▇▇▇▇ Filho, Marrey Jr. e ▇▇▇▇▇▇▇ Advogados, with respect to such matters related to the security agreements described in clause (ii) above as the Administrative Agent shall reasonably request and each in form and substance reasonably satisfactory thereto. 2. Within 60 days after the Effective Date, the applicable Loan Parties shall have filed and registered in accordance with applicable foreign law the fully executed Memorandum of Deposit delivered to the Administrative Agent granting as Collateral a valid, perfected security interest in the Equity Interests held by the applicable Loan Parties in SMART Modular Technologies Sdn. Bhd (the “Memorandum of Deposit”). 3. Within 60 days after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts that have accrued to but excluding the Effective Date and to the Assignee for amounts that have accrued from and after the Effective Date. 2. By executing and delivering this Assignment and Acceptance, the Assignor and the Assignee shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (i) the Assignor warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Acceptance and to consummate the transactions contemplated hereby; (ii) except as set forth in clause (i) above, the Assignor makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto, or the financial condition of Holdings, Intermediate Holdings, the Borrowers or any Subsidiary or Affiliate or any other person obligated in respect of any Loan Document or any other instrument or document furnished pursuant thereto or the performance or observance by Holdings, Intermediate Holdings, the Borrowers or any Subsidiary or Affiliate or any other person of any of their respective obligations under the Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto; (iii) the Assignee represents and warrants that (a) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement and (b) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender; (iv) the Assignee confirms that it has received a fully executed trust agreementcopy of the Credit Agreement, security document together with copies of the most recent financial statements referred to in Section 3.05 of the Credit Agreement (or pledge agreement delivered pursuant to Section 5.04 of the Credit Agreement), and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance and has made such analysis and decision independently and without reliance on any Agent, the Assignor or any other Lender; (v) the Assignee will independently and without reliance upon any Agent, the Assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents; (vi) the Assignee appoints and authorizes the Administrative Agent and the Collateral Agent, as applicable, to take such action as agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Administrative Agent and the Collateral Agent, as applicable, by the terms of the Loan Documents, together with such powers as are reasonably incidental thereto; (vii) the Assignee ratifies and confirms all declarations and acts given and made by each Agent on its behalf; and (viii) the Assignee hereby agrees that it will perform in accordance with applicable foreign law to grant a valid, perfected security interest as collateral in their terms all the Equity Interests and assets held obligations which by the applicable terms of the Loan Parties in SMART Modular Technologies (Europe) Limited, Documents are required to be performed by it as a company registered under the laws of England Lender. From and Wales, and each in form and substance satisfactory to the Administrative Agent. 4. Within 14 days after the Effective Date, (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and the other Loan Documents and, to the extent of the interests assigned by this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and under the other Loan Documents and (ii) the Assignor shall, to the extent of the interests assigned by this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement. 3. Pursuant to Section 9.04(b)(ii)(B) of the Credit Agreement, this Assignment and Acceptance is being delivered to the Administrative Agent shall have received certificates, together with (i) if any, representing all required by Section 9.04(b)(ii)(B) of the Equity Interests Credit Agreement, a processing and recordation fee of each $3,500, (ii) any forms referred to in Section 2.17(g) of the Credit Agreement, duly completed and executed by such Assignee and (iii) if the Assignee is not already a Lender under the Credit Agreement, a completed Administrative Questionnaire. 4. This Assignment and Acceptance shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. This Assignment and Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Acceptance by facsimile or other electronic transmission shall be as effective as delivery of a manually executed counterpart of this Assignment and Acceptance. This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of New York. Date of Assignment: Legal Name of Assignor (“Assignor”): Legal Name of Assignee (“Assignee”): Assignee’s Address for Notices: Effective Date of Assignment: Facility/Class Principal Amount of Commitments/Loans Assigned1 Percentage Assigned of Commitment/Loans (set forth, to at least 8 decimals, as a percentage of the Facility and the aggregate Commitments/Loans of all Lenders thereunder) Tranche A Revolving Facility Commitments/Loans $ % Tranche B Revolving Facility Commitments/Loans $ % Incremental Tranche A Revolving Facility Commitments/Loans2 $ % Incremental Tranche B Revolving Facility Commitments/Loans3 $ % If the Assignee is not already a Lender under the Credit Agreement, the Assignee shall deliver to the Administrative Agent an Administrative Questionnaire in a form approved by the Administrative Agent in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material nonpublic information about the Loan Parties (other than Holdingsand their Related Parties or their respective securities) together will be made available and who may receive such information in accordance with undated stock powers or other appropriate instruments the Assignee’s compliance procedures and applicable laws, including federal and state securities laws. 1 Amount of transfer executed Commitments and delivered in blank Loans assigned is governed by a duly authorized officer Section 9.04 of the holder(s) of such Equity Interests and other customary ancillary documentationCredit Agreement. 2 Differentiate Classes as necessary. 3 Differentiate Classes as necessary. The terms set forth above are hereby Accepted*/ agreed to: JPMORGAN CHASE BANK, including any documents N.A., as Administrative Agent , as Assignor by: By: Name: Name: Title: Title: JPMORGAN CHASE BANK, N.A., as Swingline Lender , as Assignee by: By: Name: Name: Title: Title: [ISSUING BANK By: Name: Title:]4 [MOMENTIVE PERFORMANCE MATERIALS INC. By: Name: Title:]5 */ To be completed to the extent consents are required under Section 3.4 9.04(b)(i) of the Memorandum of Deposit (with the exception of certificates, undated stock powers or other appropriate instruments of transfer and other customary ancillary documentation related to the pledge of shares of SMART Modular Technologies (Europe) Limited which shall be executed and delivered within 60 days after the Effective Date)Credit Agreement.

Acknowledgment and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: by (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and and (b) the effects of any Bail-in Action on any such liability, including, if applicable: , (i) a reduction in full or in part or cancellation of any such liability; ; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.” (ff) Exhibits. Each Subsidiary listed on Exhibit L [Compliance Certificate] and Exhibit M [Intercreditor Terms] to this Schedule Amendment shall be deemed to be an Excluded Subsidiary under clause (b) of the definition of such term only for so long added as such Subsidiary does not cease to be an Excluded Subsidiary. SMART Modular Technologies (Lux) S.a.r.l. SMART Modular Technologies (SG) PTE. LTD. NZS666846 RREEF America REIT III-ZI LLC SMART Modular Technologies, Inc. ▇▇▇▇▇ Fargo Bank, N.A. September 8, 2010 February 1, 2012 $ 168,625 JPMorgan Chase Bank, N.A. $ 145,000,000.00 UBS AG, Stamford Branch $ 145,000,000.00 Banco do Brasil - New York Branch $ 20,000,000.00 TOTAL $ 310,000,000.00 JPMorgan Chase Bank, N.A. $ 17,500,000.00 UBS AG, Stamford Branch $ 17,500,000.00 ▇▇▇▇▇ Fargo Bank, N.A. $ 15,000,000.00 TOTAL $ 50,000,000.00 SMART Modular Technologies (Global), Inc. Cayman Islands 100% SMART Modular Technologies (DH), Inc. Cayman Islands 100% SMART Modular Technologies (CI), Inc. Cayman Islands 100% SMART Modular Technologies (DE), Inc. Delaware 100% SMART Modular Technologies (Foreign Holdings), Limited Cayman Islands 100% SMART Modular Technologies, Inc. California 100% SMART Modular Technologies (Europe) Limited United Kingdom 100% SMART Modular Technologies GmbH Germany 100% ConXtra Inc. California 100% SMART Modular Technologies (Puerto Rico) Inc. Cayman Islands 100% SMART Modular Technologies (NL) B.V. Netherlands 100% SMART Modular Technologies (SG), PTE. LTD. Singapore 100% SMART Modular Technologies (Lux) S.a ▇.▇. Luxembourg 100% SMART Modular Technologies Sdn. Bhd. Malaysia 100% SMART Modular Technologies do Brasil - Indústria e Comércio de Componentes Ltda. Brazil 99.9% owned by SMART (NL); 0.1% owned by SMART (Puerto Rico) SMART Modular Technologies Indústria de Componentes Eletrônicos Ltda. Brazil 99.9% owned by SMART (NL); 0.1%owned by SMART (Puerto Rico) Notwithstanding any conditions precedent, representations a new Exhibit L and covenants in the Loan Documents a new Exhibit M to the contrary Credit Agreement. (each such condition, representation and covenant deemed modified gg) Schedules. Schedule 6.04 to this Amendment shall replace Schedule 6.04 to the extent necessary to effect the following, and to permit the taking of the actions described herein within the time periods described herein), the Parent Borrower shall, and shall cause each other Loan Party to, as promptly as possible, but in no event later than the number of days after the Effective Date applicable to each item set forth below, take the actions or deliver the items described below; provided, that in each case the Administrative Agent may reasonably agree in writing to extend the number of days for compliance therewith (including to reasonably accommodate circumstances unforeseen on the Effective Date)Credit Agreement. 1. Within 60 days after the Effective Date, the applicable Loan Parties shall have (i) filed and registered in accordance with applicable foreign law the Security Documents pursuant to which the applicable Loan Parties grant a security interest in the assets, receivables and quotas of SMART Modular Technologies do Brasil- Industria e Comercio de Componentes Ltda. and SMART Modular Technologies Industria de Componentes Eletronicos Ltda as executed on the Effective Date, (ii) executed and delivered to the Administrative Agent an intellectual property security agreement granting as Collateral a valid, perfected security interest in the intellectual property registered in Brazil held by the applicable Loan Parties and (iii) received a written legal opinion, addressed to the Administrative Agent and the Lenders, of ▇▇▇▇▇▇ Filho, ▇▇▇▇▇ Filho, Marrey Jr. e ▇▇▇▇▇▇▇ Advogados, with respect to such matters related to the security agreements described in clause (ii) above as the Administrative Agent shall reasonably request and each in form and substance reasonably satisfactory thereto. 2. Within 60 days after the Effective Date, the applicable Loan Parties shall have filed and registered in accordance with applicable foreign law the fully executed Memorandum of Deposit delivered to the Administrative Agent granting as Collateral a valid, perfected security interest in the Equity Interests held by the applicable Loan Parties in SMART Modular Technologies Sdn. Bhd (the “Memorandum of Deposit”). 3. Within 60 days after the Effective Date, the Administrative Agent shall have received a fully executed trust agreement, security document or pledge agreement delivered in accordance with applicable foreign law to grant a valid, perfected security interest as collateral in the Equity Interests and assets held by the applicable Loan Parties in SMART Modular Technologies (Europe) Limited, a company registered under the laws of England and Wales, and each in form and substance satisfactory to the Administrative Agent. 4. Within 14 days after the Effective Date, the Administrative Agent shall have received certificates, if any, representing all of the Equity Interests of each of the Loan Parties (other than Holdings) together with undated stock powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such Equity Interests and other customary ancillary documentation, including any documents required under Section 3.4 of the Memorandum of Deposit (with the exception of certificates, undated stock powers or other appropriate instruments of transfer and other customary ancillary documentation related to the pledge of shares of SMART Modular Technologies (Europe) Limited which shall be executed and delivered within 60 days after the Effective Date).

Acknowledgment and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the writeWrite-down Down and conversion powers Conversion Powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto Lender that is an EEA Financial Institution; and (b) the effects of any Bail-in In Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or (iii) the variation of the terms of such liability in connection with the exercise of the writeWrite-down Down and conversion powers Conversion Powers of any EEA Resolution Authority. (A) PRICING GRID Level Utilization Percentage LIBOR Rate Spread Base Rate Spread Letter of Credit Fee Commitment Fee Level Utilization Percentage LIBOR Rate Spread Base Rate Spread Letter of Credit Fee Commitment Fee (a) From the Amendment No. Each Subsidiary listed 1 Effective Date through the date on this Schedule which the Compliance Certificate is required to be delivered hereunder for the fiscal quarter ending March 31, 2019 (the “Initial Period”), the Applicable Margin, Applicable Letter of Credit Fee Rate, and the Applicable Commitment Fee Rate shall be deemed to be an Excluded Subsidiary the respective amounts set forth under clause Level II of the table set forth immediately above. (b) It is expressly agreed that after the Initial Period, the Applicable Margin, the Applicable Letter of Credit Fee Rate, and the definition of such term only for so long as such Subsidiary does not cease Applicable Commitment Fee Rate shall be determined based upon the table set forth immediately above and change on each date on which a Compliance Certificate is required to be an Excluded Subsidiary. SMART Modular Technologies (Lux) S.a.r.l. SMART Modular Technologies (SG) PTE. LTD. NZS666846 RREEF America REIT III-ZI LLC SMART Modular Technologies, Inc. ▇▇▇▇▇ Fargo Bank, N.A. September 8, 2010 February 1, 2012 $ 168,625 JPMorgan Chase Bank, N.A. $ 145,000,000.00 UBS AG, Stamford Branch $ 145,000,000.00 Banco do Brasil - New York Branch $ 20,000,000.00 TOTAL $ 310,000,000.00 JPMorgan Chase Bank, N.A. $ 17,500,000.00 UBS AG, Stamford Branch $ 17,500,000.00 ▇▇▇▇▇ Fargo Bank, N.A. $ 15,000,000.00 TOTAL $ 50,000,000.00 SMART Modular Technologies (Global), Inc. Cayman Islands 100% SMART Modular Technologies (DH), Inc. Cayman Islands 100% SMART Modular Technologies (CI), Inc. Cayman Islands 100% SMART Modular Technologies (DE), Inc. Delaware 100% SMART Modular Technologies (Foreign Holdings), Limited Cayman Islands 100% SMART Modular Technologies, Inc. California 100% SMART Modular Technologies (Europe) Limited United Kingdom 100% SMART Modular Technologies GmbH Germany 100% ConXtra Inc. California 100% SMART Modular Technologies (Puerto Rico) Inc. Cayman Islands 100% SMART Modular Technologies (NL) B.V. Netherlands 100% SMART Modular Technologies (SG), PTE. LTD. Singapore 100% SMART Modular Technologies (Lux) S.a ▇delivered hereunder.▇. Luxembourg 100% SMART Modular Technologies Sdn. Bhd. Malaysia 100% SMART Modular Technologies do Brasil - Indústria e Comércio de Componentes Ltda. Brazil 99.9% owned by SMART (NL); 0.1% owned by SMART (Puerto Rico) SMART Modular Technologies Indústria de Componentes Eletrônicos Ltda. Brazil 99.9% owned by SMART (NL); 0.1%owned by SMART (Puerto Rico) Notwithstanding any conditions precedent, representations and covenants in the Loan Documents to the contrary (each such condition, representation and covenant deemed modified to the extent necessary to effect the following, and to permit the taking of the actions described herein within the time periods described herein), the Parent Borrower shall, and shall cause each other Loan Party to, as promptly as possible, but in no event later than the number of days after the Effective Date applicable to each item set forth below, take the actions or deliver the items described below; provided, that in each case the Administrative Agent may reasonably agree in writing to extend the number of days for compliance therewith (including to reasonably accommodate circumstances unforeseen on the Effective Date). 1. Within 60 days after the Effective Date, the applicable Loan Parties shall have (i) filed and registered in accordance with applicable foreign law the Security Documents pursuant to which the applicable Loan Parties grant a security interest in the assets, receivables and quotas of SMART Modular Technologies do Brasil- Industria e Comercio de Componentes Ltda. and SMART Modular Technologies Industria de Componentes Eletronicos Ltda as executed on the Effective Date, (ii) executed and delivered to the Administrative Agent an intellectual property security agreement granting as Collateral a valid, perfected security interest in the intellectual property registered in Brazil held by the applicable Loan Parties and (iii) received a written legal opinion, addressed to the Administrative Agent and the Lenders, of ▇▇▇▇▇▇ Filho, ▇▇▇▇▇ Filho, Marrey Jr. e ▇▇▇▇▇▇▇ Advogados, with respect to such matters related to the security agreements described in clause (ii) above as the Administrative Agent shall reasonably request and each in form and substance reasonably satisfactory thereto. 2. Within 60 days after the Effective Date, the applicable Loan Parties shall have filed and registered in accordance with applicable foreign law the fully executed Memorandum of Deposit delivered to the Administrative Agent granting as Collateral a valid, perfected security interest in the Equity Interests held by the applicable Loan Parties in SMART Modular Technologies Sdn. Bhd (the “Memorandum of Deposit”). 3. Within 60 days after the Effective Date, the Administrative Agent shall have received a fully executed trust agreement, security document or pledge agreement delivered in accordance with applicable foreign law to grant a valid, perfected security interest as collateral in the Equity Interests and assets held by the applicable Loan Parties in SMART Modular Technologies (Europe) Limited, a company registered under the laws of England and Wales, and each in form and substance satisfactory to the Administrative Agent. 4. Within 14 days after the Effective Date, the Administrative Agent shall have received certificates, if any, representing all of the Equity Interests of each of the Loan Parties (other than Holdings) together with undated stock powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such Equity Interests and other customary ancillary documentation, including any documents required under Section 3.4 of the Memorandum of Deposit (with the exception of certificates, undated stock powers or other appropriate instruments of transfer and other customary ancillary documentation related to the pledge of shares of SMART Modular Technologies (Europe) Limited which shall be executed and delivered within 60 days after the Effective Date).

Acknowledgment and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which that may be payable to it by any party hereto that is an EEA Financial Institution; and (b) the effects of any Bail-in In Action on any such liability, including, if applicable: (iA) a reduction in full or in part or cancellation of any such liability; (iiB) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or (iiiC) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority. Each Subsidiary listed FOR VALUE RECEIVED, the undersigned, CatchMark Timber Operating Partnership, L.P., a Delaware limited partnership (the “Borrower”), unconditionally promises to pay to the order of ___________ (the “Lender”) the principal sum of _______________ ($__________) or, if less, the aggregate unpaid principal amount of all the Term A-1 Loans made by the Lender pursuant to that certain Fifth Amended and Restated Credit Agreement, dated as of December 1, 2017 (as amended, supplemented, restated or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the other Loan Parties party thereto from time to time as Guarantors, the various financial institutions (including the Lender) as are, or may from time to time become, parties thereto, and CoBank, ACB, as administrative agent (in such capacity, the “Administrative Agent”) for the Lender Parties, payable as set forth in the Credit Agreement, with a final payment (in the amount necessary to pay in full this Term A-1 Loan Note) due and payable on the Stated Maturity Date. Unless otherwise defined, terms used herein have the meanings provided in the Credit Agreement. [This Term A-1 Loan Note amends and restates in its entirety that certain Term Note, dated as of December 23, 2014 (the “Original Note”), by the Borrower in favor of the Lender).] The Borrower also promises to pay interest on the unpaid principal amount of this Schedule shall be deemed Term A-1 Loan Note from time to time outstanding from the date hereof until paid in full, at the rates per annum and on the dates specified in the Credit Agreement. Payments of both principal and interest are to be an Excluded Subsidiary under clause (b) of the definition of such term only for so long as such Subsidiary does not cease to be an Excluded Subsidiary. SMART Modular Technologies (Lux) S.a.r.l. SMART Modular Technologies (SG) PTE. LTD. NZS666846 RREEF America REIT IIImade without set-ZI LLC SMART Modular Technologies, Inc. ▇▇▇▇▇ Fargo Bank, N.A. September 8, 2010 February 1, 2012 $ 168,625 JPMorgan Chase Bank, N.A. $ 145,000,000.00 UBS AG, Stamford Branch $ 145,000,000.00 Banco do Brasil - New York Branch $ 20,000,000.00 TOTAL $ 310,000,000.00 JPMorgan Chase Bank, N.A. $ 17,500,000.00 UBS AG, Stamford Branch $ 17,500,000.00 ▇▇▇▇▇ Fargo Bank, N.A. $ 15,000,000.00 TOTAL $ 50,000,000.00 SMART Modular Technologies (Global), Inc. Cayman Islands 100% SMART Modular Technologies (DH), Inc. Cayman Islands 100% SMART Modular Technologies (CI), Inc. Cayman Islands 100% SMART Modular Technologies (DE), Inc. Delaware 100% SMART Modular Technologies (Foreign Holdings), Limited Cayman Islands 100% SMART Modular Technologies, Inc. California 100% SMART Modular Technologies (Europe) Limited United Kingdom 100% SMART Modular Technologies GmbH Germany 100% ConXtra Inc. California 100% SMART Modular Technologies (Puerto Rico) Inc. Cayman Islands 100% SMART Modular Technologies (NL) B.V. Netherlands 100% SMART Modular Technologies (SG), PTE. LTD. Singapore 100% SMART Modular Technologies (Lux) S.a ▇.▇. Luxembourg 100% SMART Modular Technologies Sdn. Bhd. Malaysia 100% SMART Modular Technologies do Brasil - Indústria e Comércio de Componentes Ltda. Brazil 99.9% owned by SMART (NL); 0.1% owned by SMART (Puerto Rico) SMART Modular Technologies Indústria de Componentes Eletrônicos Ltda. Brazil 99.9% owned by SMART (NL); 0.1%owned by SMART (Puerto Rico) Notwithstanding any conditions precedent, representations and covenants off or counterclaim in the Loan Documents Dollars in same day or immediately available funds to the contrary (each such condition, representation and covenant deemed modified to the extent necessary to effect the following, and to permit the taking of the actions described herein within the time periods described herein), the Parent Borrower shall, and shall cause each other Loan Party to, as promptly as possible, but in no event later than the number of days after the Effective Date applicable to each item set forth below, take the actions or deliver the items described below; provided, that in each case account designated by the Administrative Agent pursuant to the Credit Agreement. This Term A-1 Loan Note is one of the Term A-1 Loan Notes referred to in, and evidences Indebtedness incurred under, the Credit Agreement, to which reference is made for a description of the security for this Term A-1 Loan Note and for a statement of the terms and conditions on which the Borrower is permitted and required to make prepayments and repayments of principal of the Indebtedness evidenced by this Term A-1 Loan Note and on which such Indebtedness may reasonably agree in writing be declared to extend be or shall automatically become immediately due and payable. All parties hereto, whether as makers, endorsers, or otherwise, severally waive presentment for payment, demand, protest and notice of dishonor. By: CatchMark Timber Trust, Inc., as General Partner By: Name: Title: FOR VALUE RECEIVED, the number undersigned, CatchMark Timber Operating Partnership, L.P., a Delaware limited partnership (the “Borrower”), unconditionally promises to pay to the order of days for compliance therewith ___________ (the “Lender”) the principal sum of _______________ ($__________) or, if less, the aggregate unpaid principal amount of all the Term A-2 Loans made by the Lender pursuant to that certain Fifth Amended and Restated Credit Agreement, dated as of December 1, 2017 (as amended, supplemented, restated or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the other Loan Parties party thereto from time to time as Guarantors, the various financial institutions (including the Lender) as are, or may from time to reasonably accommodate circumstances unforeseen time become, parties thereto, and CoBank, ACB, as administrative agent (in such capacity, the “Administrative Agent”) for the Lender Parties, payable as set forth in the Credit Agreement, with a final payment (in the amount necessary to pay in full this Term A-2 Loan Note) due and payable on the Effective Stated Maturity Date). 1. Within 60 days after Unless otherwise defined, terms used herein have the Effective Date, the applicable Loan Parties shall have (i) filed and registered in accordance with applicable foreign law the Security Documents pursuant to which the applicable Loan Parties grant a security interest meanings provided in the assets, receivables and quotas of SMART Modular Technologies do Brasil- Industria e Comercio de Componentes LtdaCredit Agreement. and SMART Modular Technologies Industria de Componentes Eletronicos Ltda as executed The Borrower also promises to pay interest on the Effective Dateunpaid principal amount of this Term A-2 Loan Note from time to time outstanding from the date hereof until paid in full, (ii) executed at the rates per annum and delivered on the dates specified in the Credit Agreement. Payments of both principal and interest are to be made without set-off or counterclaim in Dollars in same day or immediately available funds to the account designated by the Administrative Agent an intellectual property pursuant to the Credit Agreement. This Term A-2 Loan Note is one of the Term A-2 Loan Notes referred to in, and evidences Indebtedness incurred under, the Credit Agreement, to which reference is made for a description of the security agreement granting for this Term A-2 Loan Note and for a statement of the terms and conditions on which the Borrower is permitted and required to make prepayments and repayments of principal of the Indebtedness evidenced by this Term A-2 Loan Note and on which such Indebtedness may be declared to be or shall automatically become immediately due and payable. All parties hereto, whether as Collateral makers, endorsers, or otherwise, severally waive presentment for payment, demand, protest and notice of dishonor. By: CatchMark Timber Trust, Inc., as General Partner By: Name: Title: FOR VALUE RECEIVED, the undersigned, CatchMark Timber Operating Partnership, L.P., a validDelaware limited partnership (the “Borrower”), perfected security interest unconditionally promises to pay to the order of ___________ (the “Lender”) the principal sum of _______________ ($__________) or, if less, the aggregate unpaid principal amount of all the Term A-3 Loans made by the Lender pursuant to that certain Fifth Amended and Restated Credit Agreement, dated as of December 1, 2017 (as amended, supplemented, restated or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the other Loan Parties party thereto from time to time as Guarantors, the various financial institutions (including the Lender) as are, or may from time to time become, parties thereto, and CoBank, ACB, as administrative agent (in such capacity, the “Administrative Agent”) for the Lender Parties, payable as set forth in the intellectual property registered Credit Agreement, with a final payment (in Brazil held the amount necessary to pay in full this Term A-3 Loan Note) due and payable on the Stated Maturity Date. Unless otherwise defined, terms used herein have the meanings provided in the Credit Agreement. The Borrower also promises to pay interest on the unpaid principal amount of this Term A-3 Loan Note from time to time outstanding from the date hereof until paid in full, at the rates per annum and on the dates specified in the Credit Agreement. Payments of both principal and interest are to be made without set-off or counterclaim in Dollars in same day or immediately available funds to the account designated by the applicable Loan Parties and (iii) received a written legal opinion, addressed to the Administrative Agent pursuant to the Credit Agreement. This Term A-3 Loan Note is one of the Term A-3 Loan Notes referred to in, and evidences Indebtedness incurred under, the LendersCredit Agreement, to which reference is made for a description of ▇▇▇▇▇▇ Filhothe security for this Term A-3 Loan Note and for a statement of the terms and conditions on which the Borrower is permitted and required to make prepayments and repayments of principal of the Indebtedness evidenced by this Term A-3 Loan Note and on which such Indebtedness may be declared to be or shall automatically become immediately due and payable. All parties hereto, ▇▇▇▇▇ Filhowhether as makers, Marrey Jr. e ▇▇▇▇▇▇▇ Advogadosendorsers, or otherwise, severally waive presentment for payment, demand, protest and notice of dishonor. By: CatchMark Timber Trust, Inc., as General Partner By: Name: Title: FOR VALUE RECEIVED, the undersigned, CatchMark Timber Operating Partnership, L.P., a Delaware limited partnership (the “Borrower”), unconditionally promises to pay to the order of ___________ (the “Lender”) the principal sum of _______________ ($__________) or, if less, the aggregate unpaid principal amount of all the Term A-4 Loans made by the Lender pursuant to that certain Fifth Amended and Restated Credit Agreement, dated as of December 1, 2017 (as amended, supplemented, restated or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the other Loan Parties party thereto from time to time as Guarantors, the various financial institutions (including the Lender) as are, or may from time to time become, parties thereto, and CoBank, ACB, as administrative agent (in such capacity, the “Administrative Agent”) for the Lender Parties, payable as set forth in the Credit Agreement, with respect a final payment (in the amount necessary to such matters related pay in full this Term A-4 Loan Note) due and payable on the Stated Maturity Date. Unless otherwise defined, terms used herein have the meanings provided in the Credit Agreement. The Borrower also promises to pay interest on the unpaid principal amount of this Term A-4 Loan Note from time to time outstanding from the date hereof until paid in full, at the rates per annum and on the dates specified in the Credit Agreement. Payments of both principal and interest are to be made without set-off or counterclaim in Dollars in same day or immediately available funds to the security agreements described in clause (ii) above as account designated by the Administrative Agent shall reasonably request pursuant to the Credit Agreement. This Term A-4 Loan Note is one of the Term A-4 Loan Notes referred to in, and each in form and substance reasonably satisfactory thereto. 2. Within 60 days after the Effective Dateevidences Indebtedness incurred under, the applicable Loan Parties shall have filed and registered in accordance with applicable foreign law the fully executed Memorandum of Deposit delivered Credit Agreement, to the Administrative Agent granting as Collateral which reference is made for a valid, perfected security interest in the Equity Interests held by the applicable Loan Parties in SMART Modular Technologies Sdn. Bhd (the “Memorandum of Deposit”). 3. Within 60 days after the Effective Date, the Administrative Agent shall have received a fully executed trust agreement, security document or pledge agreement delivered in accordance with applicable foreign law to grant a valid, perfected security interest as collateral in the Equity Interests and assets held by the applicable Loan Parties in SMART Modular Technologies (Europe) Limited, a company registered under the laws of England and Wales, and each in form and substance satisfactory to the Administrative Agent. 4. Within 14 days after the Effective Date, the Administrative Agent shall have received certificates, if any, representing all description of the Equity Interests of each security for this Term A-4 Loan Note and for a statement of the Loan Parties (other than Holdings) together with undated stock powers or other appropriate instruments terms and conditions on which the Borrower is permitted and required to make prepayments and repayments of transfer executed and delivered in blank by a duly authorized officer principal of the holder(s) Indebtedness evidenced by this Term A-4 Loan Note and on which such Indebtedness may be declared to be or shall automatically become immediately due and payable. All parties hereto, whether as makers, endorsers, or otherwise, severally waive presentment for payment, demand, protest and notice of such Equity Interests and other customary ancillary documentation, including any documents required under Section 3.4 of the Memorandum of Deposit (with the exception of certificates, undated stock powers or other appropriate instruments of transfer and other customary ancillary documentation related to the pledge of shares of SMART Modular Technologies (Europe) Limited which shall be executed and delivered within 60 days after the Effective Date)dishonor.

Acknowledgment and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the writeWrite-down Down and conversion powers Conversion Powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto Lender that is an EEA Financial Institution; and (b) the effects of any Bail-in Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or (iii) the variation of the terms of such liability in connection with the exercise of the writeWrite-down Down and conversion powers Conversion Powers of any EEA Resolution Authority. Each Subsidiary listed on this Schedule shall be deemed to be an Excluded Subsidiary under clause (b) of the definition of such term only for so long as such Subsidiary does not cease to be an Excluded Subsidiary. SMART Modular Technologies (Lux) S.a.r.l. SMART Modular Technologies (SG) PTE. LTD. NZS666846 RREEF America REIT III-ZI LLC SMART Modular Technologies, Inc. ▇▇▇▇▇ Fargo Bank, N.A. September 8, 2010 February 1, 2012 $ 168,625 JPMorgan Chase Bank, N.A. $ 145,000,000.00 UBS AG, Stamford Branch $ 145,000,000.00 Banco do Brasil - New York Branch $ 20,000,000.00 TOTAL $ 310,000,000.00 JPMorgan Chase Bank, N.A. $ 17,500,000.00 UBS AG, Stamford Branch $ 17,500,000.00 ▇▇▇▇▇ Fargo Bank, N.A. $ 15,000,000.00 TOTAL $ 50,000,000.00 SMART Modular Technologies (Global), Inc. Cayman Islands 100% SMART Modular Technologies (DH), Inc. Cayman Islands 100% SMART Modular Technologies (CI), Inc. Cayman Islands 100% SMART Modular Technologies (DE), Inc. Delaware 100% SMART Modular Technologies (Foreign Holdings), Limited Cayman Islands 100% SMART Modular Technologies, Inc. California 100% SMART Modular Technologies (Europe) Limited United Kingdom 100% SMART Modular Technologies GmbH Germany 100% ConXtra Inc. California 100% SMART Modular Technologies (Puerto Rico) Inc. Cayman Islands 100% SMART Modular Technologies (NL) B.V. Netherlands 100% SMART Modular Technologies (SG), PTE. LTD. Singapore 100% SMART Modular Technologies (Lux) S.a ▇.▇. Luxembourg 100% SMART Modular Technologies Sdn. Bhd. Malaysia 100% SMART Modular Technologies do Brasil - Indústria e Comércio de Componentes Ltda. Brazil 99.9% owned by SMART (NL); 0.1% owned by SMART (Puerto Rico) SMART Modular Technologies Indústria de Componentes Eletrônicos Ltda. Brazil 99.9% owned by SMART (NL); 0.1%owned by SMART (Puerto Rico) Notwithstanding any conditions precedent, representations and covenants in the Loan Documents to the contrary (each such condition, representation and covenant deemed modified to the extent necessary to effect the following, and to permit the taking of the actions described herein within the time periods described herein), the Parent Borrower shall, and shall cause each other Loan Party to, as promptly as possible, but in no event later than the number of days after the Effective Date applicable to each item set forth below, take the actions or deliver the items described below; provided, that in each case the Administrative Agent may reasonably agree in writing to extend the number of days for compliance therewith (including to reasonably accommodate circumstances unforeseen on the Effective Date). 1. Within 60 days after the Effective Date, the applicable Loan Parties shall have (i) filed and registered in accordance with applicable foreign law the Security Documents pursuant to which the applicable Loan Parties grant a security interest in the assets, receivables and quotas of SMART Modular Technologies do Brasil- Industria e Comercio de Componentes Ltda. and SMART Modular Technologies Industria de Componentes Eletronicos Ltda as executed on the Effective Date, (ii) executed and delivered to the Administrative Agent an intellectual property security agreement granting as Collateral a valid, perfected security interest in the intellectual property registered in Brazil held by the applicable Loan Parties and (iii) received a written legal opinion, addressed to the Administrative Agent and the Lenders, of ▇▇▇▇▇▇ Filho, ▇▇▇▇▇ Filho, Marrey Jr. e ▇▇▇▇▇▇▇ Advogados▇▇▇▇▇ Bank USA $ 47,000,000 Citibank, with respect N.A. $ 47,000,000 HSBC Bank USA, N.A. $ 43,000,000 Bank of America, N.A. $ 42,000,000 Royal Bank of Canada $ 42,000,000 U.S. Bank, National Association $ 42,000,000 KeyBank National Association $ 37,000,000 PNC Bank National Association $ 35,000,000 Fifth Third Bank $ 25,000,000 ING Bank N.V., Dublin Branch $ 20,000,000 KBC Bank N.V. $ 20,000,000 ▇▇▇▇▇▇▇ Sachs Bank USA $ 550,000,000 Subsidiary Country of Incorporation Percentage Owned by a Loan Party Harsco Metals Argentina S.A. Argentina N/A Harsco (Australia) Pty. Limited Australia N/A Harsco Industrial Air-X-Changers Pty. Ltd. Australia N/A Harsco Metals Australia Holding Investment Co. Pty. Ltd. Australia N/A Harsco Metals Australia Pty. Ltd. Australia N/A Harsco Rail Pty. Ltd. Australia N/A Harsco Minerals Austria GmbH Austria N/A AluServ Middle East W.L.L. Bahrain N/A Harsco Belgium S.P.R.L. Belgium N/A Harsco Brazil Investments SPRL Belgium N/A Harsco Chile Investments SPRL Belgium N/A Harsco Metals Belgium S.A. Belgium N/A Harsco Metals Emirates Maatschap Belgium N/A Harsco Rail Emirates Maatschap/Societe de Droit Commun Belgium N/A Harsco (Bermuda) Limited Bermuda N/A Harsco do Brasil Participacoes e Servicos Siderurgicos Ltda. Brazil N/A Harsco Metals Limitada Brazil N/A Harsco Minerais Limitada Brazil N/A Harsco Rail LTDA Brazil 100% Heckett Comercio de Rejeitos Industriais, Importacao e Exportacao Ltda Brazil N/A Harsco Canada Corporation Societe Harsco Canada Canada N/A Harsco Canada General Partner Limited Canada N/A Harsco Canada Limited Partnership Canada N/A Harsco Nova Scotia Holding Corporation Canada N/A Harsco Metals Chile S.A. Chile N/A Harsco (Tangshan) Metallurgical Materials Technology Co. Ltd. China N/A Subsidiary Country of Incorporation Percentage Owned by a Loan Party Harsco APAC Rail Machinery (Beijing) Co., Ltd. China N/A Harsco Metals (Ningbo) Co. Ltd. China N/A Harsco Metals Tangshan Co. Ltd. China N/A Harsco Metals Zhejiang Co. Ltd. China N/A Harsco Technology China Co., Ltd. China N/A JiangSu Harsco Industrial Grating Company Limited China N/A Shanxi TISCO-Harsco Technology Co., Ltd. China N/A Czech Slag – Nová Hut s.r.o. Czech Republic N/A Harsco Infrastructure CZ s.r.o Czech Republic N/A Harsco Metals CZ s.r.o Czech Republic N/A Harsco Metals Egypt L.L.C. Egypt N/A Heckett Bahna Co. For Industrial Operations S.A.E. Egypt N/A Heckett MultiServ Bahna S.A.E. Egypt N/A MultiServ Oy Finland N/A Harsco France S.A.S. France N/A Harsco Metals And Minerals France S.A.S. France N/A Harsco Minerals France S.A.S. France N/A Harsco Metals Germany GmbH Germany 100% Harsco Minerals Deutschland GmbH Germany N/A Harsco Rail Europe GmbH Germany N/A Harsco (Gibraltar) Holding Limited Gibraltar N/A Harsco Metals Guatemala S.A. Guatemala N/A Harsco Metals Holland B.V. Holland N/A Harsco Metals Transport B.V. Holland N/A Harsco China Holding Company Limited Hong Kong N/A Harsco Industrial Grating China Holding Company Limited Hong Kong N/A Harsco Infrastructure Hong Kong Limited Hong Kong N/A Harsco India Metals Private Limited India N/A Harsco India Private Limited India N/A Subsidiary Country of Incorporation Percentage Owned by a Loan Party Harsco India Services Private Limited India N/A Harsco Track Machines and Services Private Limited India N/A Harsco Metals Italia S.R.L. Italy N/A Harsco Metals Nord Italia S.R.L. Italy N/A Ilserv S.R.L. Italy N/A Ballagio S.a.r.l. Luxembourg N/A Excell Africa Holdings LTD, SARL Luxembourg N/A Excell Americas Holdings Ltd S.a.r.L. Luxembourg N/A Harsco Americas Investments S.a.r.l. Luxembourg N/A Harsco International Finance S.a.r.l. Luxembourg N/A Harsco Luxembourg S.a.r.l Luxembourg N/A Harsco Metals Luxembourg S.A. Luxembourg N/A Harsco Metals Luxequip S.A. Luxembourg N/A Harsco Metals Kemaman Sdn. Bhd. Malaysia N/A Harsco Industrial IKG de Mexico, S.A. de C.V. Mexico N/A Harsco Metals de Mexico S.A. de C.V. Mexico N/A ▇▇▇▇▇▇, ▇.▇. de C.V. Mexico N/A GasServ (Netherlands) VII B.V. Netherlands N/A Harsco (Mexico) Holdings B.V. Netherlands N/A Harsco (Peru) Holdings B.V. Netherlands N/A Harsco Asia China Investment B.V. Netherlands N/A Harsco Asia Investment B.V. Netherlands N/A Harsco Asia Pacific Investment B.V. Netherlands N/A Harsco Europa B.V. Netherlands N/A Harsco Finance B.V. Netherlands 100% Harsco Infrastructure B.V. Netherlands N/A Harsco Infrastructure Construction Services B.V. Netherlands N/A Harsco Infrastructure Industrial Services B.V. Netherlands N/A Harsco Infrastructure Logistic Services B.V. Netherlands N/A Harsco Infrastructure SSH B.V. Netherlands N/A Subsidiary Country of Incorporation Percentage Owned by a Loan Party Harsco Investments Europe B.V. Netherlands N/A Harsco Metals Oostelijk Staal International B.V. Netherlands N/A Harsco Minerals Europe B.V. Netherlands N/A Harsco Nederland Slag B.V. Netherlands N/A Heckett MultiServ China B.V. Netherlands N/A Heckett MultiServ Far East B.V. Netherlands N/A Hunnebeck Nederland B.V. Netherlands N/A Minerval Metallurgical Additives B.V. Netherlands N/A Multiserv Finance B.V. Netherlands N/A MultiServ International B.V. Netherlands N/A SGB Industrial Services B.V. Netherlands N/A Slag Reductie (Pacific) B.V. Netherlands N/A Slag Reductie Nederland B.V. Netherlands N/A Harsco Metals SteelServ Limited New Zealand N/A Harsco Infrastructure Norge A.S. Norway N/A Harsco Metals Norway A.S. Norway N/A Harsco Minerals Arabia LLC (FZC) Oman 0.005% Harsco Steel Mill Trading Arabia LLC Oman 10% Harsco Metals Peru S.A. Peru 0.1% Harsco Metals Polska SP Z.O.O. Poland N/A Harsco Infrastructure Portugal Ltda. Portugal N/A Harsco Metals CTS Prestacao de Servicos Tecnicos e Aluguer de Equipamentos LDA Unipessoal Portugal N/A Harsco ▇▇ ▇▇▇▇▇▇▇ United W.L.L. Qatar N/A Harsco Metals Romania S.R.L. Romania N/A Harsco Baroom Limited Saudi Arabia N/A Heckett Multiserv Saudi Arabia Co., Ltd. Saudi Arabia N/A Harsco (York Place) Limited Scotland N/A Harsco Fairerways Limited Partnership Scotland 99% Harsco Fairestways Limited Partnership Scotland 99% Harsco Fairways Partnership Scotland N/A Harsco Higherlands Limited Partnership Scotland N/A Harsco Highestlands Limited Partnership Scotland N/A Subsidiary Country of Incorporation Percentage Owned by a Loan Party Harsco Metals D.O.O. Smederevo Serbia N/A Harsco Infrastructure Slovensko s.r.o. Slovak Republic N/A Harsco Metals Slovensko s.r.o. Slovak Republic N/A Harsco Minerali d.o.o. Slovenia N/A Harsco Infrastructure South Africa (Pty.) Ltd. South Africa N/A Harsco Metals Ilanga Pty. Ltd. South Africa N/A Harsco Metals Reclamation SPV Pty. Ltd. South Africa N/A Harsco Metals RSA (Proprietary.) Limited South Africa N/A Harsco Metals South Africa (Pty.) Ltd. South Africa N/A Harsco Metals SRH Mill Services (Pty.) Ltd. South Africa N/A Harsco Metals SteelServ (Pty.) Ltd. South Africa N/A Heckett Multiserv (FS) (Pty.) Ltd. South Africa N/A Harsco Metals Gesmafesa S.A. Spain N/A Harsco Metals Intermetal S.A. Spain N/A Harsco Metals Lycrete S.A. Spain N/A Harsco Metals Reclamet S.A. Spain N/A Harsco Infrastructure Sverige A.B. Sweden N/A Harsco Metals Sweden A.B. Sweden N/A Montanus Industriforvaltning A.B. Sweden N/A Multiserv (Sweden) AB Sweden N/A Multiserv Technologies (Sweden) AB Sweden 100% Harsco Rail Switzerland GmbH Switzerland N/A Harsco Switzerland Finance GmbH Switzerland N/A Harsco Switzerland Holdings GmbH Switzerland N/A Harsco Metals (Thailand) Company Limited Thailand N/A Harsco Sun Demiryolu Ekipmanlari Uretim Ve Ticaret Limited Sirketi Turkey 51% Hunnebeck Middle East FZE U.A.E. N/A Hunnebeck Middle East FZE U.A.E. N/A Faber ▇▇▇▇▇ Limited U.K. N/A Fourninezero Ltd. U.K. N/A Harsco (U.K.) Limited U.K. N/A Subsidiary Country of Incorporation Percentage Owned by a Loan Party Harsco (UK) Group Ltd U.K. N/A Harsco (UK) Holdings Ltd U.K. N/A Harsco Global Sourcing Limited U.K. N/A Harsco Infrastructure Group Ltd. U.K. N/A Harsco Infrastructure Services Ltd. U.K. N/A Harsco Investment Limited U.K. N/A Harsco Leatherhead Limited U.K. N/A Harsco Metals 373 Limited U.K. N/A Harsco Metals 385 Limited U.K. N/A Harsco Metals Group Limited U.K. N/A Harsco Metals Holdings Limited U.K. N/A Harsco Mole Valley Limited U.K. N/A Harsco Rail Limited U.K. N/A Harsco Surrey Limited U.K. N/A Mastclimbers Limited U.K. N/A MultiServ Investment Limited U.K. N/A Multiserv Limited U.K. N/A Multiserv Logistics Limited U.K. N/A SGB Holdings Limited U.K. N/A SGB Investments Ltd. U.K. N/A Short Brothers (Plant) Ltd. U.K. N/A Harsco Defense Holding LLC U.S.A. 100% Harsco Financial Holdings, Inc. U.S.A. 100% Harsco Holdings, Inc. U.S.A. 100% Harsco Infrastructure Holdings, Inc. U.S.A. N/A Harsco Metals Holding LLC U.S.A. N/A Harsco Metals Intermetal LLC U.S.A. N/A Harsco Metals Investment LLC U.S.A. N/A Harsco Metals Operations LLC U.S.A. N/A Harsco Metals SRI LLC U.S.A. N/A Harsco Metals VB LLC U.S.A. N/A Harsco Metro Rail, LLC U.S.A. 100% Harsco Minerals Technologies LLC U.S.A. 100% Harsco Minnesota Finance, Inc. U.S.A. 100% Subsidiary Country of Incorporation Percentage Owned by a Loan Party Harsco Minnesota LLC U.S.A. 100% Harsco Technologies LLC U.S.A. 100% Protran Technology Limited Liability Company U.S.A. 100% Harsco Rail, LLC U.S.A. 100% Heckett Multiserv MV & MS, CA Venezuela N/A 1. 357 & ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, PA 2. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ 3. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Road, Channelview, TX 4. ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇ 1. One Mystere-Falcon 50 aircraft bearing serial number 305 and related engines 2. One Raytheon aircraft (model: Hawker 800XP) bearing serial number 258412 and related engines 1. Floating Rate Loan Note, note no. 615, dated as of December 27, 2012, issued by Harsco Fairerways Partnership to such matters related to the security agreements described Harsco Minnesota LLC in clause (ii) above as the Administrative Agent shall reasonably request and each in form and substance reasonably satisfactory theretoa principal amount of $150,000. 2. Within 60 days after the Effective DateFloating Rate Loan Note, the applicable Loan Parties shall have filed and registered note no. 619, dated as of December 27, 2012, issued by Harsco Fairerways Partnership to Harsco Minnesota LLC in accordance with applicable foreign law the fully executed Memorandum a principal amount of Deposit delivered to the Administrative Agent granting as Collateral a valid, perfected security interest in the Equity Interests held by the applicable Loan Parties in SMART Modular Technologies Sdn. Bhd (the “Memorandum of Deposit”)$150,000. 3. Within 60 days after the Effective DateFacility and Deposit Agreement, the Administrative Agent shall have received a fully executed trust agreementnote no. 431, security document or pledge agreement delivered in accordance with applicable foreign law an outstanding principal amount of $52,851,634.20 payable by Harsco Corporation to grant a valid, perfected security interest as collateral in the Equity Interests and assets held by the applicable Loan Parties in SMART Modular Harsco Technologies (Europe) Limited, a company registered under the laws of England and Wales, and each in form and substance satisfactory to the Administrative AgentLLC. 4. Within 14 days after the Effective DatePromissory notes, the Administrative Agent shall have received certificatesdated December 16, if any2014, representing all in an outstanding principal amount of the Equity Interests of each of the Loan Parties (other than EUR 176,000,000 payable by Harsco Finance B.V. to Harsco Financial Holdings) together with undated stock powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such Equity Interests and other customary ancillary documentation, including any documents required under Section 3.4 of the Memorandum of Deposit (with the exception of certificates, undated stock powers or other appropriate instruments of transfer and other customary ancillary documentation related to the pledge of shares of SMART Modular Technologies (Europe) Limited which shall be executed and delivered within 60 days after the Effective Date).Inc.

Acknowledgment and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Credit Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Credit Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and (b) the effects of any Bail-in Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Credit Document; or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority. Each Subsidiary listed on this Schedule shall be deemed to be an Excluded Subsidiary under clause (b) of the definition of such term only for so long as such Subsidiary does not cease to be an Excluded Subsidiary. SMART Modular Technologies (Lux) S.a.r.l. SMART Modular Technologies (SG) PTE. LTD. NZS666846 RREEF America REIT III-ZI LLC SMART Modular Technologies, Inc. ▇▇▇▇▇ Fargo Bank, N.A. September 8, 2010 February 1, 2012 $ 168,625 JPMorgan Chase Bank, N.A. $ 145,000,000.00 UBS AG, Stamford Branch $ 145,000,000.00 Banco do Brasil - New York Branch $ 20,000,000.00 TOTAL $ 310,000,000.00 JPMorgan Chase Bank, N.A. $ 17,500,000.00 UBS AG, Stamford Branch $ 17,500,000.00 ▇▇▇▇▇ Fargo Bank, N.A. $ 15,000,000.00 TOTAL $ 50,000,000.00 SMART Modular Technologies (Global), Inc. Cayman Islands 100% SMART Modular Technologies (DH), Inc. Cayman Islands 100% SMART Modular Technologies (CI), Inc. Cayman Islands 100% SMART Modular Technologies (DE), Inc. Delaware 100% SMART Modular Technologies (Foreign Holdings), Limited Cayman Islands 100% SMART Modular Technologies, Inc. California 100% SMART Modular Technologies (Europe) Limited United Kingdom 100% SMART Modular Technologies GmbH Germany 100% ConXtra Inc. California 100% SMART Modular Technologies (Puerto Rico) Inc. Cayman Islands 100% SMART Modular Technologies (NL) B.V. Netherlands 100% SMART Modular Technologies (SG), PTE. LTD. Singapore 100% SMART Modular Technologies (Lux) S.a ▇.▇. Luxembourg 100% SMART Modular Technologies Sdn. Bhd. Malaysia 100% SMART Modular Technologies do Brasil - Indústria e Comércio de Componentes Ltda. Brazil 99.9% owned by SMART (NL); 0.1% owned by SMART (Puerto Rico) SMART Modular Technologies Indústria de Componentes Eletrônicos Ltda. Brazil 99.9% owned by SMART (NL); 0.1%owned by SMART (Puerto Rico) Notwithstanding any conditions precedent, representations and covenants in the Loan Documents to the contrary (each such condition, representation and covenant deemed modified to the extent necessary to effect the following, and to permit the taking of the actions described herein within the time periods described herein), the Parent Borrower shall, and shall cause each other Loan Party to, as promptly as possible, but in no event later than the number of days after the Effective Date applicable to each item set forth below, take the actions or deliver the items described below; provided, that in each case the Administrative Agent may reasonably agree in writing to extend the number of days for compliance therewith (including to reasonably accommodate circumstances unforeseen on the Effective Date). 1. Within 60 days after the Effective Date(m) The Credit Agreement is hereby amended by replacing Schedule II (Commitments, the applicable Loan Parties shall have (iContact Information) filed and registered in accordance its entirety with applicable foreign law the Security Documents pursuant to which the applicable Loan Parties grant a security interest in the assets, receivables and quotas of SMART Modular Technologies do Brasil- Industria e Comercio de Componentes Ltda. and SMART Modular Technologies Industria de Componentes Eletronicos Ltda as executed on the Effective Date, (ii) executed and delivered to the Administrative Agent an intellectual property security agreement granting as Collateral a valid, perfected security interest in the intellectual property registered in Brazil held by the applicable Loan Parties and (iii) received a written legal opinion, addressed to the Administrative Agent and the Lenders, of ▇▇▇▇▇▇ Filho, ▇▇▇▇▇ Filho, Marrey Jr. e ▇▇▇▇▇▇▇ Advogados, with respect to such matters related to the security agreements described in clause (ii) above as the Administrative Agent shall reasonably request and each in form and substance reasonably satisfactory theretoSchedule II attached hereto. 2. Within 60 days after the Effective Date, the applicable Loan Parties shall have filed and registered (n) The Credit Agreement is hereby amended by replacing Exhibit B (Form of Compliance Certificate) in accordance its entirety with applicable foreign law the fully executed Memorandum of Deposit delivered to the Administrative Agent granting as Collateral a valid, perfected security interest in the Equity Interests held by the applicable Loan Parties in SMART Modular Technologies Sdn. Bhd (the “Memorandum of Deposit”)Exhibit B attached hereto. 3. Within 60 days after the Effective Date, the Administrative Agent shall have received a fully executed trust agreement, security document or pledge agreement delivered (o) The Credit Agreement is hereby amended by replacing Exhibit D (Form of Notice of Borrowing) in accordance its entirety with applicable foreign law to grant a valid, perfected security interest as collateral in the Equity Interests and assets held by the applicable Loan Parties in SMART Modular Technologies (Europe) Limited, a company registered under the laws of England and Wales, and each in form and substance satisfactory to the Administrative AgentExhibit D attached hereto. 4. Within 14 days after the Effective Date, the Administrative Agent shall have received certificates, if any, representing all of the Equity Interests of each of the Loan Parties (other than Holdings) together with undated stock powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such Equity Interests and other customary ancillary documentation, including any documents required under Section 3.4 of the Memorandum of Deposit (with the exception of certificates, undated stock powers or other appropriate instruments of transfer and other customary ancillary documentation related to the pledge of shares of SMART Modular Technologies (Europe) Limited which shall be executed and delivered within 60 days after the Effective Date).

Acknowledgment and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and (b) the effects of any Bail-in Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.” SECTION 2.17. Each Subsidiary listed on this Amendments to Schedule shall be deemed to be an Excluded Subsidiary under clause (b1.01(b). Schedule 1.01(b) of the Existing Credit Agreement is hereby deleted in its entirety and replaced with Attachment I hereto. ARTICLE III AMENDMENT TO EXISTING GUARANTEE AND SECURITY AGREEMENT SECTION 3.1. All references to “SunTrust” in the Existing Guarantee and Security Agreement are hereby deleted and replaced with “HSBC”. SECTION 3.2. All references to “SunTrust Bank” in the Existing Guarantee and Security Agreement are hereby deleted and replaced with “HSBC BANK USA, N.A.”. SECTION 3.3. The definition of such term only for so long as such Subsidiary does not cease to be an Excluded Subsidiary. SMART Modular Technologies (Lux) S.a.r.l. SMART Modular Technologies (SG) PTE. LTD. NZS666846 RREEF America REIT III-ZI LLC SMART Modular Technologies, Inc. ▇▇▇▇▇ Fargo Bank, N.A. September 8, 2010 February 1, 2012 $ 168,625 JPMorgan Chase Bank, N.A. $ 145,000,000.00 UBS AG, Stamford Branch $ 145,000,000.00 Banco do Brasil - New York Branch $ 20,000,000.00 TOTAL $ 310,000,000.00 JPMorgan Chase Bank, N.A. $ 17,500,000.00 UBS AG, Stamford Branch $ 17,500,000.00 ▇▇▇▇▇ Fargo Bank, N.A. $ 15,000,000.00 TOTAL $ 50,000,000.00 SMART Modular Technologies (Global), Inc. Cayman Islands 100% SMART Modular Technologies (DH), Inc. Cayman Islands 100% SMART Modular Technologies (CI), Inc. Cayman Islands 100% SMART Modular Technologies (DE), Inc. Delaware 100% SMART Modular Technologies (Foreign Holdings), Limited Cayman Islands 100% SMART Modular Technologies, Inc. California 100% SMART Modular Technologies (Europe) Limited United Kingdom 100% SMART Modular Technologies GmbH Germany 100% ConXtra Inc. California 100% SMART Modular Technologies (Puerto Rico) Inc. Cayman Islands 100% SMART Modular Technologies (NL) B.V. Netherlands 100% SMART Modular Technologies (SG), PTE. LTD. Singapore 100% SMART Modular Technologies (Lux) S.a ▇.▇. Luxembourg 100% SMART Modular Technologies Sdn. Bhd. Malaysia 100% SMART Modular Technologies do Brasil - Indústria e Comércio de Componentes Ltda. Brazil 99.9% owned by SMART (NL); 0.1% owned by SMART (Puerto Rico) SMART Modular Technologies Indústria de Componentes Eletrônicos Ltda. Brazil 99.9% owned by SMART (NL); 0.1%owned by SMART (Puerto Rico) Notwithstanding any conditions precedent, representations and covenants “Capital Commitment Collateral” in the Loan Documents to the contrary (each such condition, representation and covenant deemed modified to the extent necessary to effect the following, and to permit the taking Section 1.02 of the actions described herein within the time periods described herein), the Parent Borrower shall, Existing Guarantee and shall cause each other Loan Party to, Security Agreement is hereby amended and restated in its entirety to read as promptly as possible, but in no event later than the number of days after the Effective Date applicable to each item set forth below, take the actions or deliver the items described below; provided, that in each case the Administrative Agent may reasonably agree in writing to extend the number of days for compliance therewith (including to reasonably accommodate circumstances unforeseen on the Effective Date). 1. Within 60 days after the Effective Date, the applicable Loan Parties shall have (i) filed and registered in accordance with applicable foreign law the Security Documents pursuant to which the applicable Loan Parties grant a security interest in the assets, receivables and quotas of SMART Modular Technologies do Brasil- Industria e Comercio de Componentes Ltda. and SMART Modular Technologies Industria de Componentes Eletronicos Ltda as executed on the Effective Date, (ii) executed and delivered to the Administrative Agent an intellectual property security agreement granting as Collateral a valid, perfected security interest in the intellectual property registered in Brazil held by the applicable Loan Parties and (iii) received a written legal opinion, addressed to the Administrative Agent and the Lenders, of ▇▇▇▇▇▇ Filho, ▇▇▇▇▇ Filho, Marrey Jr. e ▇▇▇▇▇▇▇ Advogados, with respect to such matters related to the security agreements described in clause (ii) above as the Administrative Agent shall reasonably request and each in form and substance reasonably satisfactory thereto. 2. Within 60 days after the Effective Date, the applicable Loan Parties shall have filed and registered in accordance with applicable foreign law the fully executed Memorandum of Deposit delivered to the Administrative Agent granting as Collateral a valid, perfected security interest in the Equity Interests held by the applicable Loan Parties in SMART Modular Technologies Sdn. Bhd (the “Memorandum of Deposit”). 3. Within 60 days after the Effective Date, the Administrative Agent shall have received a fully executed trust agreement, security document or pledge agreement delivered in accordance with applicable foreign law to grant a valid, perfected security interest as collateral in the Equity Interests and assets held by the applicable Loan Parties in SMART Modular Technologies (Europe) Limited, a company registered under the laws of England and Wales, and each in form and substance satisfactory to the Administrative Agent. 4. Within 14 days after the Effective Date, the Administrative Agent shall have received certificates, if any, representing all of the Equity Interests of each of the Loan Parties (other than Holdings) together with undated stock powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such Equity Interests and other customary ancillary documentation, including any documents required under Section 3.4 of the Memorandum of Deposit (with the exception of certificates, undated stock powers or other appropriate instruments of transfer and other customary ancillary documentation related to the pledge of shares of SMART Modular Technologies (Europe) Limited which shall be executed and delivered within 60 days after the Effective Date).follows: