STOCKHOLDER SUPPORT AGREEMENT
Exhibit
10.3
THIS
STOCKHOLDER SUPPORT AGREEMENT (“AGREEMENT”) is
entered into as of September 26, 2006, by and between ACQUICOR
TECHNOLOGY INC.,
a
Delaware corporation (“Parent”),
and
each of the parties listed on the signature pages hereto (each, a “Stockholder”
and
collectively, the “Stockholders”).
RECITALS
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.
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:
SECTION
1. CERTAIN
DEFINITIONS
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.
SECTION
2. TRANSFER
OF SUBJECT SHARES AND VOTING RIGHTS
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.
SECTION
3. VOTING
OF SHARES
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:
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(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.
SECTION
4. WAIVER
OF APPRAISAL RIGHTS
Each
Stockholder hereby irrevocably and unconditionally waives, and agrees to
cause
to be waived and to prevent the exercise of, any rights of appraisal, any
dissenters’ rights and any similar rights relating to the Merger that such
Stockholder may have by virtue of, or with respect to, any shares of Company
Capital Stock Owned by such Stockholder.
SECTION
5. NO
SOLICITATION
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.
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SECTION
6. REPRESENTATIONS
AND WARRANTIES OF STOCKHOLDERS
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.
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(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
respects as of the date of this Agreement, and will be accurate in all respects
at all times through and including the Expiration Date as if made as of any
such
time or date.
SECTION
7. ADDITIONAL
COVENANTS OF STOCKHOLDERS
Each
Stockholder covenants (severally and not jointly) that:
7.1 Stockholder
Information.
Parent
and Merger Sub may publish and disclose in the Proxy Statement such
Stockholder’s identity and ownership of shares of Company Capital Stock and the
nature of such Stockholder’s commitments, arrangements and understandings under
this Agreement.
7.2 Public
Announcements.
Except
as required by applicable law, such Stockholder shall not issue any press
release or make any public statement regarding the Merger Agreement, the Merger
or any of the other Contemplated Transactions without the prior written consent
of Parent.
7.3 Parent
Trust Account. Each
Stockholder agrees that it has read a copy of Parent’s prospectus dated March
15, 2006 and filed with the Securities and Exchange Commission (the
“Prospectus”).
Each
Stockholder understands that Parent is a blank check company formed for the
purpose of consummating a “business combination” (as described in the
Prospectus), must complete such business combination within 18 months (or 24
months if a letter of intent, agreement in principle or definitive agreement
has
been executed within 18 months) from the date of the consummation of the
offering described in the Prospectus, has established a trust account at Xxxxxx
Brothers, maintained by Continental Stock Transfer & Trust Company acting as
trustee, initially in an amount of $164,308,004 after the exercise of the
underwriters’ over-allotment option for the benefit of its public stockholders
(the “Trust
Account”),
and
does not have access to the funds in such Trust Account except under the
circumstances set forth in the Prospectus. Each Stockholder, on its behalf
and
on behalf of its affiliates that it has the power to bind (such Stockholder
and
its affiliates that such Stockholder has the power to bind being referred to
as
the “Stockholder
Claimants”):
(a)
agrees that neither it nor any of its Stockholder Claimants has any right,
title, interest or claim of any kind in or to (i) any assets in the Trust
Account, (ii) any assets of Parent to the extent such right, title, interest
or
claim would impair the amounts in the Trust Account or (iii) any assets
distributed from the Trust Account to the public stockholders (each such right,
title, interest or claim a “Claim”);
(b)
unless and until Parent completes the Merger or another Business Combination
(as
defined in Parent’s certificate of incorporation as of the date of this
Agreement), hereby waives any Claim that it or any of its Stockholder Claimants
may have in the future as a result of, or arising out of, the Merger Agreement
or the Ancillary Agreements; and (c) agrees that neither it nor any of its
Stockholder Claimants will seek recourse against the Trust Account or the public
stockholders of Parent (in their capacity as stockholders of Parent or as
recipients of liquidating distributions from Parent) for any reason whatsoever.
Further, each Stockholder acknowledges that such Stockholder has read Section
1542 of the Civil Code of the State of California, which states in
full:
5
“A
general release does not extend to claims which the creditor does not know
or
suspect to exist in his or her favor at the time of executing the release,
which
if known by him or her must have materially affected his or her settlement
with
the debtor.”
Each
Stockholder hereby waives any right that it or any of its Stockholder Claimants
have or may have under Section 1542 (or any similar provision of the laws of
any
other jurisdiction) to the full extent that such Stockholder may lawfully waive
such rights pertaining to this waiver of Claims and generally affirms that
such
Stockholder is releasing, on behalf of itself and its Stockholder Claimants,
all
known and unknown Claims.
Without
limiting the foregoing, each Stockholder hereby acknowledges and agrees that
the
Trust Account is not a party to the Merger Agreement and shall have no liability
pursuant hereto. Notwithstanding the forgoing, no provision contained herein
shall limit the right of a Stockholder or its Stockholder Claimants to make
a
claim against such monies to the extent such monies are released from the Trust
Account to Parent upon the consummation of the Merger.
7.4 Merger
Agreement; Appointment of Stockholders’ Representative.
Each
Stockholder hereby agrees to be bound by the terms of Sections 9 and 10.1 of
the
Merger Agreement as if such Stockholder was a party to the Merger Agreement.
Each Stockholder hereby agrees to and acknowledges the appointment of T.C.
Group
L.L.C., as such Stockholder’s agent and true and lawful attorney-in-fact to act
on such Stockholder’s behalf in accordance with Section 10.1 of the Merger
Agreement.
7.5 Further
Assurances.
From
time to time and without additional consideration, each Stockholder shall (at
such Stockholder’s sole expense) execute and deliver, or cause to be executed
and delivered, such additional transfers, assignments, endorsements, proxies,
Consents and other instruments, and shall (at such Stockholder’s sole expense)
take such further actions, as Parent may reasonably request for the purpose
of
carrying out and furthering the intent of this Agreement.
6
SECTION
8. MISCELLANEOUS
8.1 Expenses.
All
costs and expenses incurred in connection with the transactions contemplated
by
this Agreement shall be paid by the party incurring such costs and
expenses.
8.2 Notices.
Any
notice or other communication required or permitted to be delivered to either
party under this Agreement shall be in writing and shall be deemed properly
delivered, given and received when received at the address or facsimile
telephone number set forth beneath the name of such party below (or at such
other address or facsimile telephone number as such party shall have specified
in a written notice given to the other party):
if
to the
Stockholders:
at
their
respective addresses set forth on the signature page hereof; and
if
to
Parent:
0000
Xxxxx Xxxxxx, Xxxxx 000
Xxxxxx,
XX 00000
Attention:
General Counsel
Facsimile:
(000) 000-0000
8.3 Severability.
Any
term or provision of this Agreement that is invalid or unenforceable in any
situation in any jurisdiction shall not affect the validity or enforceability
of
the remaining terms and provisions hereof or the validity or enforceability
of
the offending term or provision in any other situation or in any other
jurisdiction. If the final judgment of a court of competent jurisdiction
declares that any term or provision hereof is invalid or unenforceable, the
parties hereto agree that the court making such determination shall have the
power to limit the term or provision, to delete specific words or phrases,
or to
replace any invalid or unenforceable term or provision with a term or provision
that is valid and enforceable and that comes closest to expressing the intention
of the invalid or unenforceable term or provision, and this Agreement shall
be
enforceable as so modified. In the event such court does not exercise the power
granted to it in the prior sentence, the parties hereto agree to replace such
invalid or unenforceable term or provision with a valid and enforceable term
or
provision that will achieve, to the extent possible, the economic, business
and
other purposes of such invalid or unenforceable term or provision.
8.4 Entire
Agreement.
This
Agreement constitutes the entire agreement between the parties with respect
to
the subject matter hereof and supersedes all prior agreements and understandings
between the parties with respect thereto. No addition to or modification of
any
provision of this Agreement shall be binding upon any party hereto unless made
in writing and signed by all parties.
8.5 Assignment;
Binding Effect.
Except
as provided herein, neither this Agreement nor any of the interests or
obligations hereunder may be assigned or delegated by any party to this
Agreement, and any attempted or purported assignment or delegation of any of
such interests or obligations shall be void. Subject to the preceding sentence,
this Agreement shall be binding upon Stockholder and Stockholder’s successors
and assigns, and shall inure to the benefit of Parent and its permitted
successors and assigns. Without limiting any of the restrictions set forth
in
this Agreement, this Agreement shall be binding upon any Person to whom any
Subject Shares are transferred. Nothing in this Agreement is intended to confer
on any Person (other than Parent and its permitted successors and assigns)
any
rights or remedies of any nature.
7
8.6 Specific
Performance. The
parties agree that irreparable damage would occur in the event that any of
the
provisions of this Agreement were not performed in accordance with its specific
terms or were otherwise breached. Each Stockholder agrees that, in the event
of
any breach or threatened breach by such Stockholder of any covenant or
obligation contained in this Agreement, Parent shall be entitled (in addition
to
any other remedy that may be available to it, including monetary damages) to
seek: (a) a decree or order of specific performance to enforce the observance
and performance of such covenant or obligation; and (b) an injunction
restraining such breach or threatened breach.
8.7 Non-Exclusivity.
The
rights and remedies of Parent under this Agreement are not exclusive of or
limited by any other rights or remedies which it may have, whether at law,
in
equity, by contract or otherwise, all of which shall be cumulative (and not
alternative). Without limiting the generality of the foregoing, the rights
and
remedies of Parent under this Agreement, and the obligations and liabilities
of
each Stockholder under this Agreement, are in addition to their respective
rights, remedies, obligations and liabilities under common law requirements
and
under all applicable statutes, rules and regulations.
8.8 Governing
Law; Jurisdiction; Waiver of Jury Trial.
(a) This
Agreement shall be governed by, and construed in accordance with, the laws
of
the State of Delaware (without giving effect to principles of conflicts of
laws). In any action between the parties arising out of or relating to this
Agreement or any of the transactions contemplated by this Agreement each of
the parties irrevocably and unconditionally consents and submits to the
jurisdiction and venue of the state and federal courts located in the State
of
California.
(b) EACH
STOCKHOLDER IRREVOCABLY WAIVES THE RIGHT TO A JURY TRIAL IN CONNECTION WITH
ANY
LEGAL PROCEEDING RELATING TO THIS AGREEMENT OR THE ENFORCEMENT OF ANY PROVISION
OF THIS AGREEMENT.
8.9 Counterparts;
Exchanges by Electronic Transmission. This
Agreement may be executed in separate counterparts, each of which when so
executed and delivered shall be an original, but all such counterparts shall
together constitute one and the same instrument. The exchange of a fully
executed Agreement (in counterparts or otherwise) by facsimile transmission
or
other electronic transmission shall be sufficient to bind the parties to the
terms and conditions of this Agreement.
8
8.10 Headings.
The
headings contained in this Agreement are for convenience of reference only,
shall not be deemed to be a part of this Agreement and shall not be referred
to
in connection with the construction or interpretation of this
Agreement.
8.11 Attorneys’
Fees.
If any
legal action or other legal proceeding relating to this Agreement or the
enforcement of any provision of this Agreement is brought against any party
to
this Agreement, the prevailing party shall be entitled to recover reasonable
attorneys’ fees, costs and disbursements (in addition to any other relief to
which the prevailing party may be entitled).
8.12 Waiver.
No
failure on the part of Parent to exercise any power, right, privilege or remedy
under this Agreement, and no delay on the part of Parent in exercising any
power, right, privilege or remedy under this Agreement, shall operate as a
waiver of such power, right, privilege or remedy; and no single or partial
exercise of any such power, right, privilege or remedy shall preclude any other
or further exercise thereof or of any other power, right, privilege or remedy.
Parent shall not be deemed to have waived any claim available to Parent arising
out of this Agreement, or any power, right, privilege or remedy of Parent under
this Agreement, unless the waiver of such claim, power, right, privilege or
remedy is expressly set forth in a written instrument duly executed and
delivered on behalf of Parent; and any such waiver shall not be applicable
or
have any effect except in the specific instance in which it is
given.
8.13 Fiduciary
Duty as Director.
Parent
acknowledges and agrees that each Stockholder’s obligations hereunder are solely
in its capacity as a stockholder of the Company, and that none of the provisions
herein set forth shall be deemed to restrict or limit any fiduciary duty any
directors, officers or employees of the undersigned may have as a member of
the
board of directors of the Company resulting from any circumstances other than
as
a Stockholder of the Company.
8.14 Construction.
(a) For
purposes of this Agreement, whenever the context requires: the singular number
shall include the plural, and vice versa; the masculine gender shall include
the
feminine and neuter genders; the feminine gender shall include the masculine
and
neuter genders; and the neuter gender shall include masculine and feminine
genders.
(b) The
parties agree that any rule of construction to the effect that ambiguities
are
to be resolved against the drafting party shall not be applied in the
construction or interpretation of this Agreement.
(c) As
used
in this Agreement, the words “include” and “including,” and variations thereof,
shall not be deemed to be terms of limitation, but rather shall be deemed to
be
followed by the words “without limitation.”
(d) Except
as
otherwise indicated, all references in this Agreement to “Sections” and
“Exhibits” are intended to refer to Sections of this Agreement and Exhibits to
this Agreement.
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[Remainder
of page intentionally left
blank.]
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IN
WITNESS WHEREOF, Parent
and Stockholder have caused this Agreement to be executed as of the date
first
written above.
|
By:
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/s/
Xxxxxxx X. Xxxxxx
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|||
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Name:
|
Xxxxxxx X. Xxxxxx
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|||
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Title:
|
Chairman
and CEO
|
|||
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Facsimile:
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(000)
000-0000
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|||
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STOCKHOLDERS:
CONEXANT
SYSTEMS, INC.
|
RF
MICRO DEVICES, INC.
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By:
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/s/
Xxxxxx Xxxxxx
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By:
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/s/
Xxxxx X. Xxxx
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Name:
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Xxxxxx Xxxxxx
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Name:
|
Xxxxx X. Xxxx
|
|
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Title:
|
Chairman
and CEO
|
Title:
|
Executive Vice President of Marketing
& Strategic Development
|
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| Address: |
0000
XxxXxxxxx Xxxx
Xxxxxxx
Xxxxx, XX 00000
|
Address: |
0000 Xxxxxxxxx Xxxx
Xxxxxxxxxx,
XX 00000
|
|
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Facsimile:
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000-000-0000
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Facsimile:
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000-000-0000
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CARLYLE
PARTNERS III, L.P.
By: TC
GROUP III, L.P.,
its General Partner
By: TC
GROUP III, L.L.C.,
its General Partner
By: TC
GROUP, L.L.C.,
its Managing Member
By: TCG
HOLDINGS, L.L.C.,
its Managing Member
|
CP
III COINVESTMENT, L.P.
By: TC
GROUP III, L.P.,
its General Partner
By: TC
GROUP III, L.L.C.,
its General Partner
By: TC
GROUP, L.L.C.,
its Managing Member
By: TCG
HOLDINGS, L.L.C.,
its Managing Member
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|||
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By:
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/s/
Xxxxxxxx X. Xxxxx XX
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By:
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/s/
Xxxxxxxx X. Xxxxx XX
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Name:
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Xxxxxxxx X. Xxxxx XX
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Name:
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Xxxxxxxx X. Xxxxx XX
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Title:
|
Managing
Director
|
Title:
|
Managing Director
|
|
| Address: |
000
Xxxxx Xxxxx Xx.
00xx
Xxxxx
Xxxxxxxxx,
XX 00000
|
Address: |
000 Xxxxx Xxxxx Xx.
00xx
Xxxxx
Xxxxxxxxx,
XX 00000
|
|
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Facsimile:
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(000)
000-0000
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Facsimile:
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(000)
000-0000
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12
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CARLYLE
HIGH YIELD PARTNERS, L.P.
By: TCG
HIGH YIELD, L.L.C.,
its
General Partner
By: TCG
HIGH YIELD HOLDINGS, L.L.C.,
its
Managing Member
By: TC
GROUP, L.L.C.,
its
sole Member
By: TCG
HOLDINGS, L.L.C.,
its
Managing Member
|
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|||
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By:
|
/s/
Xxxxxxxx X. Xxxxx XX
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|||
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Name:
|
Xxxxxxxx X. Xxxxx XX
|
|||
|
Title:
|
Managing
Director
|
|
||
| Address: |
000
Xxxxx Xxxxx Xx.
00xx
Xxxxx
Xxxxxxxxx,
XX 00000
|
|
||
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Facsimile:
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(000)
000-0000
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13
ANNEX
A
COMPANY
CAPITAL STOCK OWNERSHIP
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Stockholder
|
Company
Common Stock
|
Series
A Preferred Stock
|
Series
B Preferred Stock
|
|||||||
|
CONEXANT
SYSTEMS, INC.
|
7,583,501
|
44,910,000
|
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RF
MICRO DEVICES, INC.
|
13,071,888
|
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CARLYLE
PARTNERS III, L.P.
|
50,254,440
|
|||||||||
|
CP
III COINVESTMENT, L.P.
|
1,995,560
|
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CARLYLE
HIGH YIELD PARTNERS, L.P.
|
2,750,000
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As
a
result of the Stockholder Voting Agreement dated as of October 15, 2002 among
the Company and the Stockholders party hereto, each Stockholder may be deemed
to
Own the shares of Company Capital Stock Owned by the other Stockholders party
hereto. Each Stockholder party hereto that is affiliated with Carlyle Group
also
may be deemed to Own each of the shares of Company Capital Stock Owned by the
other Stockholders that are affiliated with Carlyle Group.
Annex
A
