CONSENT
Exhibit
99.11
This
Consent
(this
“
Consent
”)
is
entered into as of September 4, 2007 by Jazz
Technologies, Inc.
(“Company”)
and
ThinkEquity
Partners LLC ,
as
representative of the several underwriters in the Company’s initial public
offering (“ThinkEquity
”),
for
the benefit of Acquicor Management LLC, Xxxxxx X. Xxxxx, Xxxx X. Xxxxxx and
Xxxxx X. Xxxxxx (collectively, the “Insiders
”),
with
respect to (i) each of those Lock-up Agreements (the “ Lock-up
Agreements ”)
dated
as of March 13, 2006 delivered to Company and ThinkEquity by each of the
Insiders; (ii) the Private Placement Unit Purchase Agreement (the “ Unit
Purchase Agreement ”)
dated
as of March 8, 2006 among the Company, ThinkEquity and the Insiders; and
(iii)
the Note Purchase Agreements (the “ Note
Purchase Agreements ”)
dated
February 14, 2007 entered into between Context Opportunistic Master Fund,
LP and
Acquicor Management LLC and between Context Advantage Master Fund, LP and
each
of the Insiders.
The
parties agree as follows:
1.
Consent.
Company
and ThinkEquity hereby grant their consent (a) under the Lock-Up Agreements
to
the sale by the Insiders from time to time of Insider Shares (as defined
in the
Lock-Up Agreements) and (b) under the Unit Purchase Agreement to the sale
by the
Insiders from time to time of Placement Units (as defined in the Unit Purchase
Agreement), provided that the proceeds of any such sales of Insider Shares
or
Placement Units are used solely for the purpose of paying principal and/or
interest under the Note Purchase Agreements.
2.
Miscellaneous
.
2.1
Effect
of Consent. Except
as
specifically modified by this Consent, the terms and conditions of the Lock-up
Agreements and the Unit Purchase Agreement shall remain unchanged and in
full
force and effect.
2.2
Governing
Law. This
Consent shall for all purposes be deemed to be made under and shall be construed
in accordance with the laws of the State of New York.
2.3
Counterparts.
This
Consent may be executed in counterparts, each of which shall be deemed an
original but all of which together shall constitute a single instrument.
In
Witness Whereof ,
the
parties have executed this Consent
as
of the
date first set forth above.
[signature
page follows]
JAZZ
TECHNOLOGIES, INC.
By:
/s/
Xxxx
X. Xxxxxxx
|
Name:
|
Xxxx
X. Xxxxxxx
|
| Title: |
Chief
Financial Officer
|
THINKEQUITY
PARTNERS LLC
By:
/s/ Xxxxxx Xxxxxxxx
| Name: |
Xxxxxx
Xxxxxxxx
|
| Title: |
Chief
Administrative Officer and General Counsel
|
