Limited Waiver

Whereas, Acquicor Technology, Inc. , a Delaware corporation (the “ Company ”), has entered into a Purchase Agreement (the “ Purchase Agreement ”) dated as of December 18, 2006 with CRT Capital Group LLC and Needham & Company, LLC (the “ Initial Purchasers ”) pursuant to which the Company intends to issue 8% Senior Convertible Notes Due 2011 (the “ Notes ”);

Whereas, the undersigned holders of the Company’s securities (each a “ Holder ” and collectively, the “ Holders ”) may have certain piggy-back registration rights pursuant to (i) Section 2.2 of that certain Private Placement Unit Purchase Agreement dated March 8, 2006 among the Company, ThinkEquity Partners LLC and the purchasers on Exhibit A thereto; (ii) Section 7.2 of that certain Registration Rights Agreement dated March 8, 2006 among the Company and the insiders listed on Exhibit A thereto; or (iii) Section 5.2 of those certain Unit Purchase Options initially issued to ThinkEquity Partners, LLC in connection with the Company’s initial public offering (collectively, the “ Piggy-Back Rights ”); and

Whereas , as a condition to the purchase of the Notes, the Company is required to enter into a registration rights agreement with the Initial Purchasers for the benefit of the holders of the Notes (the “ New Rights Agreement ”).

Now, Therefore , in consideration of the benefits each Holder will receive from the purchase of the Notes as a holder of securities of the Company, each Holder, intending to be legally bound, hereby agrees as follows:

1.      Waiver of Piggy-Back Rights .   Each Holder hereby waives any and all Piggy-Back Rights possessed by it in connecti