Limited Waiver
Exhibit
4.5
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 ▇▇▇▇▇▇▇ & 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 connection
with any Shelf Registration Statement (as defined in the New Rights Agreement)
or other registration statement filed with the Securities Exchange Commission
pursuant to the New Rights Agreement.
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2.
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Miscellaneous.
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2.1 Binding Agreement.
This
Limited Waiver shall be immediately effective against each Holder upon delivery
to the Company by such Holder of a counterpart signature page hereto, regardless
of which other Holders have executed this Limited Waiver. The terms and
conditions of this Limited Waiver shall inure to the benefit of and be binding
upon the respective successors and assigns of the undersigned. Nothing in this
Waiver, expressed or implied, is intended to confer upon any third party any
rights or remedies hereunder, except as expressly provided herein.
2.2 Governing
Law.
This
Waiver shall be governed by and construed under the laws of the State of
California, without giving effect to conflicts of laws principles.
2.3 Entire
Agreement.
This
Waiver constitutes the full and entire understanding and agreement with regard
to the subject hereof and no party shall be liable or bound to any other party
in any manner by any representations, warranties, covenants and agreements
except as specifically set forth herein and therein.
In
Witness Whereof, the
undersigned have executed this Limited Waiver as of December 18,
2006.
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ACQUICOR
MANAGEMENT LLC
By:
/s/
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇
Title: Sole
Manager
/s/
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇
▇. ▇▇▇▇▇
/s/
▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇
▇. ▇▇▇▇▇▇
/s/
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇
▇. ▇▇▇▇▇▇
/s/
▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇
▇▇▇▇▇▇▇
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THINKEQUITY
PARTNERS LLC
By:
/s/ ▇▇▇▇▇▇▇
▇▇▇
Name:
▇▇▇▇▇▇▇ ▇▇▇
Title:
Chairman
and Chief Executive Officer
WEDBUSH
▇▇▇▇▇▇ SECURITIES, INC.
By:
/s/
▇▇▇▇ ▇▇▇▇▇▇▇
Name: ▇▇▇▇
▇▇▇▇▇▇▇
Title: Executive
Vice President
CRT
CAPITAL GROUP LLC
By:
/s/
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇
Title: Managing
Director
▇▇▇▇
▇▇▇▇▇ FINANCIAL, INC.
By:
/s/
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇
▇. ▇▇▇▇▇▇▇
Title: EVP,
Capital Markets Group
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