UNIT PURCHASE OPTION CLARIFICATION AGREEMENT
Exhibit
4.7
CLARIFICATION
AGREEMENT
This
UNIT
PURCHASE OPTION CLARIFICATION AGREEMENT
(this ‘‘Agreement’’), dated November 15, 2006, is made by and between Acquicor
Technology Inc. (the ‘‘Company’’) and each of the holders designated on the
signature page hereof (‘‘Holders’’), to each Unit Purchase Option (defined
below).
WHEREAS,
on March 17, 2006, the Company issued those certain Unit Purchase Options (the
‘‘Unit Purchase Options’’) to ThinkEquity Partners LLC in connection with the
Company’s initial public offering, and the Holders are the current holders of
the Unit Purchase Options; and
WHEREAS,
the parties hereto have agreed that the Unit Purchase Options be amended as
set
forth herein to clarify the understanding between the parties with respect
to
the terms of the Unit Purchase Options, such amendment effective as of March
17,
2006.
NOW,
THEREFORE,
in consideration of the premises and of the agreements contained herein, the
parties hereto hereby agree as follows:
1. Each
Unit Purchase Option is hereby amended by adding the following new Section
2.5
to such Unit Purchase Options:
‘‘2.5 No
Obligation to Net Cash Settle.
Notwithstanding anything to the contrary contained in this Purchase Option,
if
the Company is unable to deliver any securities pursuant to the exercise of
this
Purchase Option or the Warrants underlying the Purchase Option because a
registration statement under the Securities Act of 1933, as amended, with
respect to the securities to be issued upon such exercise is not effective,
the
Company will have no obligation to pay such registered holder any cash or
otherwise ‘‘net cash settle’’ the Purchase Option or the Warrants underlying the
Purchase Option. Accordingly, the Purchase Option may expire, and the Warrants
underlying the Purchase Option may expire or be redeemed, unexercised and such
securities may be deprived of any value.’’
2. Upon
the due execution and delivery of this Agreement by the parties hereto, on
and
after the date hereof each reference in the Unit Purchase Options to this
‘‘Purchase Option’’, ‘‘hereunder’’, ‘‘hereof’’, ‘‘herein’’ or words of like
import referring to the Unit Purchase Options shall mean and be a reference
to
the Unit Purchase Options, as amended hereby. Except as specifically amended
above, the Unit Purchase Options shall remain in full force and effect and
is
hereby ratified and confirmed.
3. This
Agreement may be executed in one or more counterparts, and by the different
parties hereto in separate counterparts, each of which shall be deemed to be
an
original, but all of which taken together shall constitute one and the same
agreement, and shall become effective when one or more counterparts has been
signed by each of the parties hereto and delivered to each of the other parties
hereto.
Exhibit
4.7
IN
WITNESS WHEREOF,
the parties have executed this UNIT
PURCHASE OPTION CLARIFICATION AGREEMENT
as of the date first set forth above.
| ACQUICOR TECHNOLOGY INC. | ||
| |
|
|
| By: | /s/ Xxxxxxx X. Xxxxxx | |
|
Name: Xxxxxxx X. Xxxxxx |
||
| Title: Chairman and Chief Executive Officer | ||
| THINKEQUITY PARTNERS LLC | ||
| |
|
|
| By: | /s/ Xxxxxx X. Xxxxxxxx, Xx. | |
|
Name: Xxxxxx X. Xxxxxxxx, Xx. |
||
| Title: CFO and General Counsel | ||
| CRT CAPITAL GROUP LLC | ||
| |
|
|
| By: | /s/ Xxxxxxxxxxx Xxxxx | |
|
Name: Xxxxxxxxxxx Xxxxx |
||
| Title: Managing Director | ||
| WEDBUSH XXXXXX SECURITIES, INC. | ||
| |
|
|
| By: | /s/ Xxxx Xxxxxxx | |
|
Name: Xxxx Xxxxxxx |
||
| Title: EVP, Capital Markets | ||
| XXXX XXXXX FINANCIAL, INC. | ||
| |
|
|
| By: | /s/ Xxxx X. Xxxxxxx | |
|
Name: Xxxx X. Xxxxxxx |
||
| Title: EVP, Capital Markets | ||
| /s/ Xxxx Xxxxxxx | ||
|
XXXX XXXXXXX |
||
[Signature
Page to Unit Purchase Option Clarification
Agreement]
