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”).
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...Acquicor Technology Inc • February 21st, 2006 • 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.
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:Acquicor Technology Inc • February 21st, 2006 • 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.
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”).
