exv10w3



 






Exhibit 10.3




___________, 2006




ThinkEquity Partners LLC

          As representative of the several Underwriters

600 Montgomery St., 8th Floor

San Francisco, CA 94111




Acquicor
Technology Inc.

4910 Birch St., #102

Newport Beach, CA 92660





     Re: Acquicor Technology Inc. Initial Public Offering — Lock-up Agreement



Dear Ladies and Gentlemen:




     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.



     In order to induce the Company and the Underwriters to enter into the Underwriting Agreement
and to proceed with the IPO, and in recognition of the benefit that such IPO will confer upon the
undersigned as a stockholder of the Company, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees with the
Representative that the undersigned will not publicly announce any intention to, will not authorize
any affiliate or subsidiary, if applicable, to, and will not, without the prior written consent of
the Representative on behalf of the Underwriters, directly or indirectly, (i) offer, pledge, sell,
transfer or otherwise dispose of, by contract, option, right or otherwise, any Insider Shares
beneficially owned by the undersigned (within the meaning of Rule 13d-3 under the Securities
Exchange Act of 1934, as amended) or lend, grant or otherwise transfer or dispose of any such
Insider Shares, or (ii) enter into any swap or other agreement that transfers, in whole or in part,
any of the economic characteristics of ownership of such Insider Shares (whether any such
transaction described in clause (i) or (ii) above is to be settled by delivery of such Insider
Shares, in cash or otherwise), during the Lock-Up Period.



     Notwithstanding the foregoing, the undersigned may distribute Insider Shares to its members
(and the Insider Shares may subsequently be transferred by such members to their ancestors,
descendants or spouse or to trusts for the benefit of such persons or the member); provided that
prior to any such transfer, such transferee executes an agreement, satisfactory to the
Representative and the Company pursuant to which such transferee agrees to receive and hold such Insider Shares
subject to the provisions hereof.



 









 





     The undersigned agrees that during the Lock-Up Period the certificates representing such
Insider Shares owned by the undersigned shall bear the legends set forth on Exhibit A attached
hereto.



     The undersigned acknowledges and understands that the Underwriters and the Company will rely
upon the agreements set forth herein in proceeding with the IPO. The undersigned agrees and
consents to the entry of stop transfer instructions with the Company’s transfer agent against the
transfer of Insider Shares except in compliance with the terms and conditions of this letter
agreement.



     This letter agreement shall be binding on the undersigned and such person’s respective
successors, heirs, personal representatives and assigns. This letter agreement shall terminate on
the Lock-Up Period Termination Date.



     This letter agreement shall be governed by and interpreted and construed in accordance with
the laws of the State of New York applicable to contracts formed and to be performed entirely
within the State of New York, without regard to the conflicts of law provisions thereof to the
extent such principles or rules would require or permit the application of the laws of another
jurisdiction.



     No term or provision of this letter agreement may be amended, changed, waived, altered or
modified except by written instrument executed and delivered by the party against whom such
amendment, change, waiver, alteration or modification is to be enforced.



	 	 	 	 	 
	 	Sincerely,



Acquicor Management LLC

 	 
	 	By:  	 	 
	 	 	Name:  	Gilbert F. Amelio 	 
	 	 	Title:  	Manager 	 
	 




 









 





SCHEDULE I




SUPPLEMENTAL COMMON DEFINITIONS



Unless the context shall otherwise require, the following terms shall have the following respective
meaning for all purposes, and the following definitions are equally applicable to both the singular
and the plural forms and the feminine, masculine and neuter forms of the terms defined.



"Business Combination” shall mean the acquisition by the Company, whether by merger, capital stock
exchange, stock purchase, asset acquisition or other similar type of transaction or a combination
of any of the foregoing, of one or more domestic and/or foreign
operating businesses in the technology, multimedia and networking sectors having a fair market
value (as calculated in accordance with the requirements set forth in the Company’s Amended and
Restated Certificate of Incorporation), either individually or
collectively, of at least 80% of the Company’s net assets at the time of
such acquisition; provided, however, that any acquisition of multiple operating businesses shall
occur simultaneously with one another.



"Business Combination Date” shall mean the date upon which a Business Combination is
consummated.



"Effective Date” shall mean the date upon which the Registration Statement is declared effective
under the Securities Act of 1933, as amended, by the SEC.



"Initial Shares” shall mean the shares of Common Stock issued to the Insider pursuant to the Stock
Purchase Agreement, dated as of August 26, 2005, between the Company and the Insider.



"Insider” shall mean Acquicor Management LLC.



"Insider Shares” shall mean all shares of Common Stock of the Company owned by the Insider
immediately prior to the Company’s IPO (including the Private Placement Shares). For the avoidance
of doubt, Insider Shares shall not include any IPO Shares purchased by such Insider in connection
with or subsequent to the Company’s IPO.



"IPO Shares” shall mean all shares of Common Stock issued by the Company in its IPO, regardless of
whether such shares were issued to an Insider or otherwise.



"Lock-Up Period” shall mean the period commencing on (inclusive of such date) the closing of the
IPO and delivery of the IPO shares in connection therewith and ending on the earlier of (i) with
respect to the Initial Shares and the Private Placement Shares, the first date, following the
Business Combination Date, on which the last sales price for the Company’s Common Stock has equaled
or exceeded $8.50 for any 20 trading days within the previous 30 trading days; and (ii) (1) with
respect to 50% of the Initial Shares, the first anniversary of the Business Combination Date, with
respect to 25% of the Initial Shares, the second anniversary of the Business Combination
Date and with respect to the remaining 25% of the Initial Shares, the third anniversary of the
Business Combination Date; and (2) with respect to 50% of the
Private Placement Shares, the Business Combination Date and with
respect to the remaining 50% of the Private Placement Shares, the
first anniversary of the Business Combination Date.




 









 







"Private Placement Shares” shall mean all shares of Common Stock issued by the Company in the
Private Placement and all shares of Common Stock issuable upon the exercise of the Warrants issued
by the Company in the Private Placement (such shares of Common Stock and Warrants issued as
components of the Units issued in the Private Placement).



) with respect to 50% of the Private Placement Shares, the Business Combination Date and with
respect to the remaining 50% of the Private Placement Shares, the first anniversary of the Business
Combination Date.



"Lock-Up Period Termination Date” shall mean the close of business on the last day of the Lock-Up
Period.



"Private Placement” shall mean the sale of Units by the Company to the Insider pursuant to the
Private Placement Unit Purchase Agreement, dated as of           , between the Company and the
Insider.



"Private Placement Shares” shall mean all shares of Common Stock issued by the Company in the
Private Placement and all shares of Common Stock issuable upon the exercise of the Warrants issued
by the Company in the Private Placement (such shares of Common Stock and Warrants issued as
components of the Units issued in the Private Placement).



"Registration Statement” shall mean the registration statement filed by the Company on Form S-1
(No. 333-128058) with the SEC on September 2, 2005, and any amendment or supplement thereto, in
connection with the Company’s IPO.



"SEC” shall mean the United States Securities and Exchange Commission.




 









 





EXHIBIT A




LOCK-UP LEGENDS FOR PLACEMENT ON CERTIFICATES

REPRESENTING ALL SHARES



THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF
AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.




LOCK-UP LEGENDS FOR PLACEMENT ON CERTIFICATES

REPRESENTING INITIAL SHARES



THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AGREEMENT BY THE REGISTERED HOLDER
HEREOF NOT TO SELL, TRANSFER OR ENCUMBER SUCH SHARES UNTIL THE EARLIER OF (I) THE FIRST DATE, FOLLOWING THE BUSINESS
COMBINATION DATE, ON WHICH THE LAST SALES PRICE FOR THE COMPANY’S COMMON STOCK HAS EQUALED OR
EXCEEDED $8.50 FOR ANY 20 TRADING DAYS WITHIN THE PREVIOUS 30 TRADING DAYS, AND (II) WITH RESPECT
TO 50% OF THE INITIAL SHARES, THE FIRST ANNIVERSARY OF THE BUSINESS COMBINATION DATE, WITH RESPECT
TO 25% OF THE INITIAL SHARES, THE SECOND ANNIVERSARY OF THE BUSINESS COMBINATION DATE AND
WITH RESPECT TO THE REMAINING 25% OF THE INITIAL SHARES, THE THIRD ANNIVERSARY OF THE BUSINESS
COMBINATION DATE, UNLESS AN OPINION OF COUNSEL IS PROVIDED SATISFACTORY TO THE COMPANY THAT SUCH
EARLIER SALE IS PERMISSIBLE UNDER THE AFOREMENTIONED AGREEMENT.




LOCK-UP LEGENDS FOR PLACEMENT ON CERTIFICATES

REPRESENTING PRIVATE PLACEMENT SHARES



THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN AGREEMENT BY THE REGISTERED HOLDER
HEREOF NOT TO SELL, TRANSFER OR ENCUMBER SUCH SHARES UNTIL THE EARLIER OF (I) THE FIRST DATE, FOLLOWING THE BUSINESS
COMBINATION DATE, ON WHICH THE LAST SALES PRICE FOR THE COMPANY’S COMMON STOCK HAS EQUALED OR
EXCEEDED $8.50 FOR ANY 20 TRADING DAYS WITHIN THE PREVIOUS 30 TRADING DAYS, AND (II) WITH RESPECT
TO 50% OF THE PRIVATE PLACEMENT SHARES, THE BUSINESS COMBINATION DATE AND WITH RESPECT TO THE
REMAINING 50% OF THE PRIVATE PLACEMENT SHARES, THE FIRST ANNIVERSARY OF THE BUSINESS COMBINATION
DATE, UNLESS AN OPINION OF COUNSEL IS PROVIDED SATISFACTORY TO THE COMPANY THAT SUCH EARLIER SALE
IS PERMISSIBLE UNDER THE AFOREMENTIONED AGREEMENT.