0001299933-06-006307 Sample Contracts

AGREEMENT AND PLAN OF MERGER

Merger Agreement • October 2nd, 2006 • Conexant Systems Inc • Semiconductors & related devices • Delaware

• Contract Type
  Merger Agreement
• Filed
  October 2nd, 2006
• Company
  Conexant Systems Inc
• Industry
  Semiconductors & related devices
• Jurisdiction
  Delaware

This Agreement and Plan of Merger (“Agreement”) is made and entered into as of September 26, 2006, by and among: Acquicor Technology Inc., a Delaware corporation (“Parent”); Joy Acquisition Corp., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”); Jazz Semiconductor, Inc., a Delaware corporation (the “Company”); and TC Group, L.L.C. as the Stockholders’ Representative. Certain other capitalized terms used in this Agreement are defined in Exhibit A.

STOCKHOLDER SUPPORT AGREEMENT

Stockholder Support Agreement • October 2nd, 2006 • Conexant Systems Inc • Semiconductors & related devices • Delaware

• Contract Type
  Stockholder Support Agreement
• Filed
  October 2nd, 2006
• Company
  Conexant Systems Inc
• Industry
  Semiconductors & related devices
• Jurisdiction
  Delaware

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”).