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execute for and on behalf of the undersigned, in the undersigned’s capacity as a reporting person pursuant to Section 16 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), and the rules thereunder of SMART Global Holdings, Inc. (the “Company”), Forms 3, 4 and 5 in accordance with Section 16(a) of the Exchange Act;
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do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 and timely file
such form with the United States Securities and Exchange Commission and stock exchange or similar authority; and
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(3) |
take any other action of any type whatsoever in connection with the foregoing which, in the opinion of any of such attorneys-in-fact, may be of benefit to, in the best
interest of, or legally required by, the undersigned, it being understood that the documents executed by any of such attorneys-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain
such terms and conditions as any of such attorneys-in-fact may approve in the discretion of any of such attorneys-in-fact.
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Signature: |
/s/ Penelope Herscher
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Print Name: | Penelope Herscher |