exv10w2



 






Exhibit 10.2




___________, 2006




Acquicor Technology Inc.

4910 Birch St. #2

Newport Beach, CA 92660





     Re: Acquicor Technology Inc. Initial Public Offering — Letter 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 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.



     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]1 [a member of Acquicor Management LLC, the
sole stockholder of the Company]2, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees with the
Company and the Representative as follows:


1.     If the Company solicits approval of its stockholders for a Business Combination, the undersigned
shall vote (i) all Insider Shares owned by such person in accordance with the majority of the votes
cast with respect to IPO Shares by the holders thereof, and (ii) all of the Private Placement
Shares and shares that may be acquired by such person in the IPO or in the aftermarket in favor of
the Business Combination.



2.     If a Transaction Failure occurs, the undersigned shall take all reasonable actions within such
person’s power to cause (i) the Trust Fund to be liquidated and distributed to the holders of the
IPO Shares as soon as practicable and in any event no later than the Termination Date, and






 




			
	1	 	Bracketed text to be included in letter
agreement with Acquicor Management LLC.
	 
	2	 	Bracketed text to be included in letter
agreements with all directors and officers of and special advisors to the
Company.





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(ii) the Company to dissolve and liquidate as soon as practicable (the earliest date on which the
conditions in clauses (i) and (ii) are both satisfied being
the “Liquidation
Date”).3



3.     The undersigned hereby waives any and all right, title, interest or claim of any kind in or to
any distribution of the Trust Fund with respect to such person’s Insider Shares and Private
Placement Shares, and hereby waives any claim the undersigned may have in the future as a result
of, or arising out of, any contracts or agreements with the Company and agrees not to seek recourse
for any such claim against the Trust Fund for any reason whatsoever. The undersigned hereby agrees
that the Company shall be entitled to reimbursement from the undersigned for any distribution of
the Trust Fund received by the undersigned in respect to such person’s Insider Shares and Private
Placement Shares. 



4.     [Upon a Transaction Failure, the undersigned agrees to indemnify and hold harmless the Company,
jointly and severally with [___] (collectively, the “Indemnitors”), in accordance with
their respective beneficial ownership interests in the Company, against any and all losses,
liabilities, claims, damages and expenses whatsoever (including, but not limited to, any and all
legal or other expenses reasonably incurred in investigating, preparing or defending against any
litigation, whether pending or threatened, or any claim whatsoever)
(collectively, “Damages”) to
which the Company may become subject as a result of any claim by any target business with whom the
Company has a written agreement, such as a letter of intent or confidentiality agreement, except
that no such indemnification obligation shall apply to any Damages with respect to or arising out
of any claims made by a target business that has signed a release, waiver or similar agreement
(whether as part of such written agreement or otherwise) agreeing that it has no recourse to the
Trust Fund; provided, however, that the amount of any such indemnification
obligation shall be limited to the amount by which such Damages (i)
actually reduce the amount of funds in the Trust Fund and (ii) are not reimbursed by any insurance
procured by the Company to cover such claims made against the Trust Fund.]3 [It is
hereby acknowledged and agreed that if the undersigned is removed or ceases to be reelected as a
director (despite standing for reelection) of the Company, then his or her indemnification
obligations shall apply only to claims with respect to or arising out of acts or omissions by the
Company during his or her tenure as a director of the
Company.]5 [It is hereby
acknowledged and agreed that if the undersigned is not elected or appointed as a director on or
prior to the date of the Company’s second annual meeting of stockholders, then his indemnification
obligations shall apply to claims with respect to or arising out of acts or omissions by the
Company prior to the second annual meeting of
stockholders.]6



5.     [In order to minimize potential conflicts of interest which may arise from multiple
affiliations, the undersigned agrees to present to the Company for its consideration, prior to
presentation to any other person or entity, any suitable opportunity to acquire all or
substantially all of the outstanding equity securities of, or otherwise acquire (through merger,
capital stock exchange, stock purchase, asset acquisition or similar type of business combination
or a combination of any of the foregoing), one or more operating business that may be reasonably
required to be presented to the Company under Delaware law, until the earlier of the consummation
by the Company of a Business Combination, the distribution of the Trust Fund or






 




			
	3	 	Provision to be included in letter agreements with all
directors and officers.
	 
	4	 	Bracketed text to be included in letter
agreements with Dr. Amelio, Mrs. Hancock and Mr. Wozniak.
	 
	5	 	Bracketed text to be included in letter
agreements with Dr. Amelio and Mrs. Hancock.
	 
	6	 	Bracketed text to be included in letter
agreement with Mr. Wozniak.




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until such time as the undersigned ceases to be an officer or director of the Company;
provided, however, that the presentation of such opportunities to the Company shall
in each case be subject to any fiduciary obligation of the undersigned arising from a fiduciary
relationship established prior to the undersigned’s fiduciary relationship with the
Company.]7



6.     The undersigned acknowledges and agrees that the Company will not consummate any Business
Combination which involves a company that is affiliated with any of the Insiders unless the Company
obtains an opinion from an independent investment banking firm that is a member of the National
Association of Securities Dealers, Inc. that such Business Combination is fair to the Company’s
stockholders from a financial perspective; provided, however, the
Company will not be required to obtain such an opinion if the Board
of Directors of the Company independently determines that the target
business or businesses have sufficient fair market
value.8



7.     The undersigned shall not, and shall cause the members of such person’s Immediate Family and the
affiliates of such person not to, accept any compensation for services rendered to the Company
prior to, or in connection with, the Business Combination; provided, that the undersigned
shall be entitled to receive reimbursement from the Company for its out-of-pocket expenses incurred
on behalf of the Company in connection with seeking and consummating a Business Combination to the extent contemplated in
the Prospectus.



8.     The undersigned shall not, and shall cause the members of such person’s Immediate Family and the
affiliates of such person not to, accept a finder’s fee or any other compensation in the event the
undersigned, any member of such person’s Immediate Family or any affiliate of such person
originates a Business Combination.



9.     The undersigned hereby agrees to serve as [___of the Company] [Special Advisor to the
Company] [and] [a member of the Board of Directors of the Company] until the earlier of (i) the
Business Combination Date and (ii) the Liquidation
Date.9



10.     The undersigned represents and warrants that (i) the biographical information furnished to the
Company and the Representative and attached hereto as Exhibit A is true and accurate in all
respects (other than de minimis errors or omissions), does not omit any material information with
respect to the undersigned’s background and contains all of the information required to be
disclosed pursuant to Item 401 of Regulation S-K, promulgated under the Securities Act of 1933, as
amended, (ii) the questionnaires furnished by the undersigned to the Company and the Representative
and attached hereto as Exhibit B are true and accurate in all respects (other than de minimis errors or omissions), and (iii) the
undersigned has full right and power, without violating any agreement by which the undersigned is
bound (including, without limitation, any non-competition or non-solicitation agreement with any
employer or former employer), to enter into this letter agreement and to serve as [___of
the Company] [Special Advisor to the Company] [and] [a member of the Board of Directors of the
Company]. The undersigned further represents and warrants that:





(a)     The undersigned is not subject to, or a respondent in any legal action for, any
injunction, cease-and-desist order or order or stipulation to desist or refrain from any act
or practice relating to the offering of securities in any jurisdiction.




(b)     The undersigned has never been convicted of or pleaded guilty to any crime (i) involving
any fraud, (ii) relating to any financial transaction or handling of funds of





 




			
	7	 	Bracketed text to be included in letter
agreements with all directors and officers of the Company.
	 
	8	 	Provision to be included in letter agreements with all
directors and officers.
	 
	9	 	Paragraph to be included in letter agreements
for all officers, directors of and special advisors to the Company.




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another person, or (iii) pertaining to any dealings in any securities and such person is not
currently a defendant in any such criminal proceeding.




(c)     The undersigned has never been suspended or expelled from membership in any securities
or commodities exchange or association or had a securities or commodities license or
registration denied, suspended or revoked.




(d)     The undersigned consents to being named in the Registration Statement as [           of
the Company] [Special Advisor to the Company] [and] [a member of the Board of Directors of
the Company].



     The undersigned understands that the Representative may conduct a reasonable background check
with respect to the undersigned; provided, that the Representative agrees to maintain the
confidentiality of any information received pursuant thereto, and further agrees not to transfer,
or cause or permit the transfer of, such information to any other person or party, or use such
information other than in connection with the IPO, in each case without the express written consent
of the undersigned.



     The undersigned acknowledges and understands that the Underwriters and the Company will rely
upon the agreements, representations and warranties set forth herein in proceeding with the IPO.
Nothing contained herein shall be deemed to render the Representative (or any of the Underwriters)
a representative of, or a fiduciary with respect to, the Company, its stockholders, or any creditor
or vendor of the Company with respect to the subject matter hereof.



     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 earlier of (i) the Business Combination Date and (ii) the Termination Date; provided
that such termination shall not relieve the undersigned from liability resulting from or arising
out of any breach of this agreement or covenant hereunder prior to its termination.



     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.



[The Remainder of this Page is Intentionally Left Blank]




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	 	Sincerely,

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	Accepted and agreed:





ACQUICOR TECHNOLOGY INC.

 	 	 
	By:  	 	 	 
	Name:  	 	 	 	 
	Title:  	 	 	 	 
	 



	 	 	 	 	 




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Exhibit 10.2




Schedule 1




SUPPLEMENTAL COMMON DEFINITIONS





     Unless the context shall otherwise require, the following terms shall have the following
respective meanings 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 business combination 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 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 contemporaneously 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.



     “Immediate Family” shall mean, with respect to any person, such person’s spouse, lineal
descendents, father, mother, brothers or sisters (including any such relatives by adoption or
marriage).



     “Insiders” shall mean all of the officers, directors and stockholders of and special advisors
to the Company immediately prior to the Company’s IPO.



     “Insider Shares” shall mean all shares of Common Stock of the Company owned by an Insider
prior to the effective date of the IPO, other than the Private Placement Shares owned by such
Insider.



     “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.



     "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
Acquicor Management LLC.



     "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).



     “Prospectus” shall mean the final prospectus filed pursuant to Rule 424(b) under the
Securities Act of 1933, as amended, and included in the Registration Statement.



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     “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.



     “Termination Date” shall mean the date that is sixty (60) calendar days immediately following
the Transaction Failure Date.



     “Transaction Failure” shall mean the earlier of (i) the failure to enter into a letter of
intent, agreement in principle or definitive agreement with respect to a Business Combination on
any day during the eighteen-month period immediately following the
closing of the IPO, and (ii) the
failure to consummate a Business Combination on any day during the twenty-four-month period
immediately following the closing of the IPO if a letter of intent,
agreement in principle or definitive agreement is executed within
eighteen months following the closing of the IPO.



     “Transaction Failure Date” shall mean if a Transaction Failure first occurs as a result of the
failure described in clause (i) of the definition of “Transaction Failure,” the date eighteen (18)
months following the Effective Date, and if a Transaction Failure first occurs as a result of the
failure described in clause (ii) of the definition of “Transaction Failure,” the date twenty-four
(24) months following the Effective Date.



     “Trust Fund” shall mean that certain trust account established with Continental Stock Transfer
& Trust Company, as trustee, and in which the Company deposited the “funds to be held in trust,” as
described in the Prospectus.



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Exhibit A




BIOGRAPHY




[ Insert Bio here ]





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Exhibit B




QUESTIONNAIRES



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