Penguin Solutions, Inc. 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds None. Item 3. Defaults Upon Senior Securities None. Item 4. Mine Safety Disclosures Not applicable. 46 Item 6. Exhibits Exhibit No. Exhibit Title 2.1 ^ * Asset Purchase Agreement dated October 18, 2020, between Cree, Inc., SMART Global Holdings, Inc. and CreeLED, Inc. (formerly known as Chili Acquisition, Inc.) 10.1 Lease Agreement dated October 8, 2020, between SMART Modular Technologies, Inc. and Regency Tasman Holdings, LLC (incorporated by reference to Exhibit 10.14 of the Registrant’s Current Report on Form 10-K filed with the SEC on October 22, 2020). 10.2* Second Amendment to Lease, dated as of December 3, 2020, between SMART Modular Technologies, Inc. and Thomson Logistics Assets, LLC . 10.3 Loan, Guaranty and Security Agreement dated as of December 23, 2020, among SMART Modular Technologies, Inc., SMART Embedded Computing, Inc., and Penguin Computing, Inc., as borrowers, the financial institutions party thereto as Lenders, and Bank of America, N.A. as the agent for the lenders (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the SEC on December 29, 2020). 31.1* Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002. 32.1** Certification of Principal Executive Officer pursuant 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2** Certification of Principal Financial Officer pursuant 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS Inline XBRL Instance Document 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 104 Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101) ^ Portions of this exhibit have been omitted pursuant to Rule 601(b)(2) of Regulation S-K. The omitted information is not material and would likely cause competitive harm to the registrant if publicly disclosed. * Filed herewith. ** Furnished herewith. 47 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. SMART GLOBAL HOLDINGS, INC. Date: January 5, 2021 By: /s/ MARK ADAMS Name: Mark Adams Title: President and Chief Executive Officer (Principal Executive Officer and Director) Date: January 5, 2021 By: /s/ JACK PACHECO Name: Jack Pacheco Title: Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) 48