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Exhibit 4.5
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
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