STOCKHOLDER SUPPORT AGREEMENT

A.   Each Stockholder is a holder of record and the “beneficial owner” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934) of that number of shares of Company Capital Stock set forth opposite such Stockholder’s name on Annex A hereto.

B.   Parent, Joy Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Parent (“ Merger Sub ”), and Jazz Semiconductor, Inc., a Delaware corporation (the   “ Company ”) are entering into an Agreement and Plan of Merger of even date herewith (the “ Merger Agreement ”) which provides (subject to the conditions set forth therein) for the merger of Merger Sub with and into the Company (the “ Merger ”), with the Company surviving as a wholly owned subsidiary of Parent.

C.   In the Merger, each outstanding share of capital stock of the Company is to be converted into the right to receive the cash consideration set forth in the Merger Agreement.

D.   Each Stockholder is entering into this Agreement as an inducement to Parent to enter into the Merger Agreement.

In consideration of the foregoing and the mutual promises, representations, warranties, covenants and agreements contained herein, the parties to this Agreement, intending to be legally bound, agree as follows:

For purposes of this Agreement:

(a)   Capitalized terms used but not otherwise defined in this Agreement have the meanings assigned to such terms in the Merger Agreement.

(b)   “Expiration Date” shall mean the earlier of (i) the date upon which the Merger Agreement is validly terminated pursuant to Section 8 thereof, or (ii) the Effective Time.

(c)   Stockholder shall be deemed to “ Own ” or to have acquired “ Ownership ” of a security if Stockholder: (i) is the record owner of such security; or (ii) is the “beneficial owner” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934) of such security.

(d)   “ Subject Shares ” shall mean, with respect to each Stockholder: (i) all shares of Company Capital Stock Owned by such Stockholder as of the date of this Agreement; (ii) all additional shares of Company Capital Stock of which such Stockholder acquires Ownership during the period from the date of this Agreement through the Expiration Date; and (iii) all securities into which any of the shares of Company Capital Stock described in clause “(i)” or clause “(ii)” above are exchanged or converted.

(e)   A Stockholder shall be deemed to have effected a “ Transfer ” of Subject Shares if such Stockholder directly or indirectly: (i) sells, pledges, encumbers, grants an option with respect to, transfers or disposes of such Subject Shares or any interest in such Subject Shares to any Person other than Parent; or (ii) enters into an agreement or commitment contemplating the possible sale of, pledge of, encumbrance of, grant of an option with respect to, transfer of or disposition of such Subject Shares or any interest therein to any Person other than Parent.

2.1   Restriction on Transfer of Subject Shares .   During the period from the date of this Agreement through the Expiration Date, no Stockholder shall, directly or indirectly, cause or permit any Transfer of any of the Subject Shares of such Stockholder to be effected.

2.2   Restriction on Transfer of Voting Rights . During the period from the date of this Agreement through the Expiration Date, each Stockholder shall ensure that: (a) none of the Subject Shares of such Stockholder is deposited into a voting trust; and (b) no proxy is granted, and no voting agreement or similar agreement is entered into, with respect to any of the Subject Shares of such Stockholder.

3.1   Written Consent. Immediately following the execution of the Merger Agreement, each Stockholder shall execute and deliver to the Company a written consent approving the Merger, adopting the Merger Agreement and approving the Certificate Amendment and the other Contemplated Transactions (a “ Written Consent ”), and each Stockholder agrees not to withdraw the Stockholder’s Written Consent and not to take any other action that is inconsistent with such Written Consent or that may have the effect of delaying or interfering with the Merger, the Certificate Amendment or any of the other Contemplated Transactions.

3.2   Voting Covenant .   Each Stockholder hereby agrees that, during the period from the date of this Agreement through the Expiration Date, at any meeting of the stockholders of the Company, however called, and in any written action by consent of stockholders of the Company, unless otherwise directed in writing by Parent, each Stockholder shall cause the Subject Shares of such Stockholder to be voted:

(a)   against any action or agreement that would result in a breach of any representation, warranty, covenant or obligation of the Company in the Merger Agreement; and

(b)   against the following actions (other than the Merger, the Contemplated Transactions or transactions consented to by Parent pursuant to Section 4.2 of the Merger Agreement): (i) any Acquisition Transaction; (ii) any reorganization, recapitalization, dissolution or liquidation of the Company or any subsidiary of the Company that is not directly or indirectly wholly-owned by the Company; (iii) any change in a majority of the board of directors of the Company; (iv) any amendment to the Company’s certificate of incorporation or bylaws; (v) any material change in the capitalization of the Company or the Company’s corporate structure; and (vi) any other action which is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, discourage or adversely affect the Merger or any of the other Contemplated Transactions.

During the period from the date of this Agreement through the Expiration Date, no Stockholder shall enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with clause “(a)” or clause “(b)” of the preceding sentence.

3.3   No Other Actions . During the period from the date of this Agreement through the Expiration Date, no Stockholder shall enter into any voting or other such agreement, or grant a proxy or power of attorney, with respect to the Subject Shares that is inconsistent with this Agreement or otherwise take any other action with respect to the Subject Shares that would in any way restrict, limit or interfere with the performance of Stockholder’s obligations hereunder or the transactions contemplated hereby.

        Each Stockholder agrees that, during the period from the date of this Agreement through the Expiration Date, such Stockholder shall not, directly or indirectly, and such Stockholder shall instruct such Stockholder’s Representatives to not, directly or indirectly: (a) solicit, knowingly facilitate or knowingly encourage the initiation of any inquiry, proposal or offer from any Person (other than Parent or Parent’s Representatives) relating to a possible Acquisition Transaction; (b) participate in any discussions or negotiations or enter into any agreement with, or provide any non-public information to, any Person (other than Parent or Parent’s Representatives) relating to or in connection with a possible Acquisition Transaction; or (c) consider, entertain or accept any proposal or offer from any Person (other than Parent or Parent’s Representatives acting on behalf of Parent) relating to a possible Acquisition Transaction. Each Stockholder shall immediately cease and discontinue, and each Stockholder shall ensure that such Stockholder’s Representatives immediately cease and discontinue, any existing discussions with any Person that related to any inquiry, proposal or offer relating to a possible Acquisition Transaction. Nothing contained in this Section 5 or Section 4.4 of the Merger Agreement shall prohibit such Stockholder or its Representatives from having discussions with any potential joint venture partner or otherwise considering any strategic acquisition so long as (x) the potential joint venture or acquisition transaction does not contemplate the sale or issuance of any securities of any Acquired Company (unless otherwise disclosed to Parent prior to the date hereof) and would be intended primarily to address the needs of the Acquired Companies to find alternative sources of production of wafers for customers of the Acquired Companies during periods where the Acquired Companies lack the manufacturing capacity to fulfill their customers’ orders or forecasted orders for wafers, and (y) the Company does not enter into any letter of intent or other binding agreement with respect to any of the foregoing without the prior written consent of Parent, not to be unreasonably withheld.

Each Stockholder hereby represents and warrants (severally but not jointly) to Parent as follows:

6.1   Authorization, etc .   Such Stockholder has the right, power, and authority to execute and deliver this Agreement and to perform such Stockholder’s obligations hereunder. This Agreement has been duly executed and delivered by such Stockholder and constitutes the legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, subject to: (a) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (b) rules of law governing specific performance, injunctive relief and other equitable remedies. If such Stockholder is a corporation, then such Stockholder is duly incorporated, validly existing and in good standing under the laws of the jurisdiction in which it was incorporated. If such Stockholder is a general or limited partnership, then such Stockholder is a partnership duly organized, validly existing and in good standing under the laws of the jurisdiction in which it was organized. If such Stockholder is a limited liability company, then such Stockholder is a limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction in which it was organized.

6.2   No Conflicts or Consents.

(a)   The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not: (i) conflict with or violate any Legal Requirement or Order applicable to such Stockholder or by which such Stockholder or any of such Stockholder’s properties is or may be bound or affected; or (ii) result in or constitute (with or without notice or lapse of time) any material breach of or material default under, or give to any other Person (with or without notice or lapse of time) any right of termination, amendment, acceleration or cancellation of, or result (with or without notice or lapse of time) in the creation of any Encumbrance on any of the Subject Shares held by such Stockholder pursuant to, any Contract to which such Stockholder is a party or by which Stockholder or any of its properties is or may be bound or affected.

(b)   The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder will not, require any Consent of any Governmental Body.

6.3   Title to Securities . As of the date of this Agreement: (a) such Stockholder holds of record (free and clear of any Encumbrances, other than Encumbrances imposed by applicable securities laws) the number of outstanding shares of each class and series of Company Capital Stock set forth under the heading “Shares Held of Record” on Annex A hereto; and (b) except as disclosed on Annex A , such Stockholder does not hold of record any shares of Company Capital Stock or other securities of the Company, or any option, warrant or other right to acquire (by purchase, conversion or otherwise) any shares of Company Capital Stock or other securities of the Company, other than the shares set forth on Annex A hereto.

6.4   Accuracy of Representations . The representations and warranties contained in this Agreement are accurate in all re