ThinkEquity
Partners LLC
As
representative of the several Underwriters
600 Montgomery St., 8th Floor
San Francisco, CA 94111
Acquicor
Technology Inc.
4910 Birch St., #102
Newport Beach, CA 92660
Re: Acquicor
Technology Inc. Initial Public Offering — Lock-up
Agreement
Dear Ladies and
Gentlemen:
This letter is
being delivered to you in accordance with the Underwriting
Agreement (the “Underwriting Agreement”) entered into
by and between Acquicor Technology Inc., a Delaware corporation
(the “Company”), and ThinkEquity Partners LLC, as
representative (the “Representative”) of the several
Underwriters named in Schedule I thereto (the
“Underwriters”), relating to an underwritten initial
public offering (the “IPO”) of the Company’s
units (the “Units”), each comprised of one share of the
Company’s common stock, par value $0.0001 per share (the
“Common Stock”), and two warrants, each exercisable for
one share of Common Stock (the “Warrants”). The
capitalized terms set forth on Schedule I attached hereto are
hereby incorporated by reference.
In order to induce
the Company and the Underwriters to enter into the Underwriting
Agreement and to proceed with the IPO, and in recognition of the
benefit that such IPO will confer upon the undersigned as a
stockholder of the Company, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the undersigned hereby agrees with the Representative
that the undersigned will not publicly announce any intention to,
will not authorize any affiliate or subsidiary, if applicable, to,
and will not, without the prior written consent of the
Representative on behalf of the Underwriters, directly or
indirectly, (i) offer, pledge, sell, transfer or otherwise
dispose of, by contract, option, right or otherwise, any Insider
Shares beneficially owned by the undersigned (within the meaning of
Rule 13d-3 under the Securities Exchange Act of 1934, as
amended) or lend, grant or otherwise transfer or dispose of any
such Insider Shares, or (ii) enter into any swap or other
agreement that transfers, in whole or in part, any of the economic
characteristics of ownership of such Insider Shares (whether any
such transaction described in clause (i) or (ii) above is
to be settled by delivery of such Insider Shares, in cash or
otherwise), during the Lock-Up Period.
Notwithstanding
the foregoing, the undersigned may distribute Insider Shares to its
members (and the Insider Shares may subsequently be transferred by
such members to their ancestors, descendants or spouse or to trusts
for the benefit of such persons or the member); provided that prior
to any such transfer, such transferee executes an agreement,
satisfactory to the Representative and the Company pursuant to
which such transferee agrees to receive and hold such Insider
Shares subject to the provisions hereof.
The undersigned
agrees that during the Lock-Up Period the certificates representing
such Insider Shares owned by the undersigned shall bear the legends
set forth on Exhibit A attached hereto.
The undersigned
acknowledges and understands that the Underwriters and the Company
will rely upon the agreements set forth herein in proceeding with
the IPO. The undersigned agrees and consents to the entry of stop
transfer instructions with the Company’s transfer agent
against the transfer of Insider Shares except in compliance with
the terms and conditions of this letter agreement.
This letter
agreement shall be binding on the undersigned and such
person’s respective successors, heirs, personal
representatives and assigns. This letter agreement shall terminate
on the Lock-Up Period Termination Date.
This letter
agreement shall be governed by and interpreted and construed in
accordance with the laws of the State of New York applicable to
contracts formed and to be performed entirely within the State of
New York, without regard to the conflicts of law provisions thereof
to the extent such principles or rules would require or permit the
application of the laws of another jurisdiction.
No term or
provision of this letter agreement may be amended, changed, waived,
altered or modified except by written instrument executed and
delivered by the party against whom such amendment, change, waiver,
alteration or modification is to be enforced.
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Sincerely,
Acquicor Management LLC
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By:
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Name:
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Gilbert F.
Amelio
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Title:
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Manager
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