UNITS ACQUICOR TECHNOLOGY INC. UNDERWRITING AGREEMENTUnderwriting Agreement • February 21st, 2006 • Acquicor Technology Inc • Blank checks • New York
ThinkEquity Partners as Representative of the Several Underwriters 600 Montgomery Street, 8th Floor San Francisco, California 94111
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 21st, 2006 • Acquicor Technology Inc • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the day of , 2006, by and among Acquicor Technology Inc., a Delaware corporation (the “Company”), and each of those persons and entities listed on Exhibit A hereto (the “Insiders”).
WARRANT AGREEMENTWarrant Agreement • February 21st, 2006 • Acquicor Technology Inc • Blank checks • New York
Agreement made as of between Acquicor Technology Inc., a Delaware corporation, with offices at 4910 Birch Street, Suite 102, Newport Beach, CA 92660 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 17 Battery Place, New York, New York 10004 (the “Warrant Agent”).
PRIVATE PLACEMENT UNIT PURCHASE AGREEMENTPrivate Placement Unit Purchase Agreement • February 21st, 2006 • Acquicor Technology Inc • Blank checks • New York
Private Placement Unit Purchase Agreement (this “Agreement”) made as of this day of , 2006 among Acquicor Technology Inc., a Delaware corporation (the “Company”), ThinkEquity Partners LLC (“TEP”) as representative of the underwriters of the IPO (solely for the purposes of Sections 5 and 8 hereof), and each of those persons and entities, severally and not jointly, whose names are set forth on the Schedule of Purchasers attached hereto as Exhibit A (which persons and entities are hereinafter collectively referred to as “Purchasers” and each individually as a “Purchaser”).
Acquicor Technology Inc. 4910 Birch St., Suite 102 Newport Beach, CA 92660 Re: Acquicor Technology Inc. Initial Public Offering — Letter Agreement Dear Ladies and Gentlemen:Letter Agreement • February 21st, 2006 • Acquicor Technology Inc • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the "Underwriting Agreement”) entered into by and between Acquicor Technology Inc., a Delaware corporation (the “Company”), and ThinkEquity Partners LLC, as representative (the “Representative”) of the several underwriters named on Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and two warrants, each exercisable for one share of Common Stock (the “Warrants”). The capitalized terms set forth on Schedule 1 attached hereto are hereby incorporated by reference.
ThinkEquity Partners LLC As representative of the several Underwriters 600 Montgomery St., 8th Floor San Francisco, CA 94111 Acquicor Technology Inc. 4910 Birch St., Suite #102 Newport Beach, CA 92660 Re: Acquicor Technology Inc. Initial Public...Lock-Up Agreement • February 21st, 2006 • Acquicor Technology Inc • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Acquicor Technology Inc., a Delaware corporation (the “Company”), and ThinkEquity Partners LLC, as representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and two warrants, each exercisable for one share of Common Stock (the “Warrants”). The capitalized terms set forth on Schedule I attached hereto are hereby incorporated by reference.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 21st, 2006 • Acquicor Technology Inc • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made as of by and between Acquicor Technology Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company (“Trustee”).
