AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 29th, 2006 • Acquicor Technology Inc • Blank checks • 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 AGREEMENTStockholder Support Agreement • September 29th, 2006 • Acquicor Technology Inc • Blank checks • 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”).
