Audit Committee Charter 3 27 07

SMART MODULAR TECHNOLOGIES (WWH), INC. A Cayman Islands corporation (the “Company”) Amended and Restated Audit Committee Charter Adopted March 27, 2007 Purpose The Audit Committee is created by the Board of Directors of the Company to: • assist the Board in its oversight of - the integrity of the financial statements of the Company; - the qualifications, independence and performance of the Company’s independent auditor; - the performance of the Company’s internal audit function; and - compliance by the Company with legal and regulatory requirements; • prepare the Audit Committee report that Securities and Exchange Commission rules require to be included in the Company’s annual proxy statement. Membership The Audit Committee shall consist of at least three members, comprised solely of independent directors meeting the independence and experience requirements of the NASDAQ Stock Market. The Nominating and Corporate Governance Committee shall recommend nominees for appointment to the Audit Committee annually and as vacancies or newly created positions occur. Audit Committee members shall be appointed by the Board and may be removed by the Board at any time. The Nominating and Corporate Governance Committee shall recommend to the Board, and the Board shall designate, the Chairman of the Audit Committee. All Audit Committee members shall be able to read and understand fundamental financial statements, including the Company’s balance sheet, ...