EX 4.4


    Exhibit
      4.4

    


    Execution
      Version

    


    ACQUICOR
      TECHNOLOGY INC.

    


    8%
      CONVERTIBLE SENIOR NOTES DUE 2011

    


    REGISTRATION
      RIGHTS AGREEMENT

    


    December
      19, 2006

    


    Acquicor
      Technology Inc., a corporation organized under the laws of the State of Delaware
      (the “Company”),
      proposes to issue to CRT Capital Group LLC and Needham & Company, LLC (the
“Initial
      Purchasers”),
      pursuant to the Purchase Agreement, dated December 18, 2006 (the “Purchase
      Agreement”),
      among
      the Initial Purchasers and the Company, $145,000,000 aggregate principal amount
      (plus up to an additional $21,750,000 aggregate principal amount) of its 8%
      Convertible Senior Notes due 2011 (the “Securities”)
      upon
      the terms and subject to the conditions set forth in such Purchase Agreement.
      The Securities will be convertible into shares of common stock of the Company,
      par value $0.0001 per share (the “Common
      Stock”)
      at the
      initial conversion rate of 136.426 shares of Common Stock per each $1,000
      principal amount of Securities, subject to adjustment in certain circumstances.
      The Securities will be issued pursuant to an Indenture dated as of December
      19,
      2006 (the “Indenture”),
      among
      the Company and U.S. Bank National Association as Trustee (the “Trustee”).
      As an
      inducement to the Initial Purchasers to enter into the Purchase Agreement and
      in
      satisfaction of conditions to the obligations of the Initial Purchasers
      thereunder, the Company agrees with the Initial Purchasers for the benefit
      of
      Holders (as defined herein) from time to time of the Registrable Securities
      (as
      defined herein) as follows:

    


    1. Definitions.

    


    Capitalized
      terms used herein without definition shall have the meanings ascribed to them
      in
      the Purchase Agreement. As used in this Registration Rights Agreement (this
      “Agreement”),
      the
      following defined terms shall have the following meanings:

    


    “Additional
      Interest”
has
      the
      meaning assigned thereto in Section 7(a) hereof.

    


    “Affiliate”
of
      any
      specified person means any other person which, directly or indirectly, is in
      control of, is controlled by, or is under common control with such specified
      person. For purposes of this definition, control of a person means the power,
      direct or indirect, to direct or cause the direction of the management and
      policies of such person whether by contract or otherwise; and the terms
“controlling” and “controlled” have meanings correlative to the
      foregoing.

    


    “Applicable
      Amount”
means,
      at the time of computation of any Additional Interest, the principal amount
      of
      the Securities then outstanding that are Registrable Securities. 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    “Business
      Day”
means
      each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which
      banking institutions in the City of New York, State of New York are authorized
      or obligated by law or executive order to close.

    


    “Commission”
means
      the United States Securities and Exchange Commission, or any other federal
      agency at the time administering the Exchange Act or the Securities Act,
      whichever is the relevant statute for the particular purpose.

    


    “DTC”
means
      The Depository Trust Company.

    


    “Effectiveness
      Period”
has
      the
      meaning assigned thereto in Section 2(b)(i) hereof.

    


    “Effective
      Time”
means
      the time at which the Commission declares any Shelf Registration Statement
      effective or at which time any Shelf Registration Statement otherwise becomes
      effective.

    


    “Exchange
      Act”
means
      the United States Securities Exchange Act of 1934, as amended.

    


    “Holder”
means
      any person that is the record owner of Registrable Securities (and includes
      any
      person that has a beneficial interest in any Registrable Security in book-entry
      form).

    


    “Indenture”
means
      the Indenture, dated as of December 19, 2006, by and between the Company and
      U.S. Bank National Association, pursuant to which the Securities are to be
      issued, and as amended and supplemented from time to time in accordance with
      its
      terms.

    


    “Issue
      Date”
means
      the first date of original issuance of the Securities.

    


    “Majority
      of Holders”
means
      Holders holding over fifty percent (50%) of the aggregate principal amount
      of
      Registrable Securities outstanding.

    


    “Managing
      Underwriter”
has
      the
      meaning assigned thereto in Section 8 hereof.

    


    “Notice
      and Questionnaire”
means
      a
      Selling Security Holder Notice and Questionnaire substantially in the form
      of
Appendix
      A
      hereto.

    


    “Notice
      Holder”
has
      the
      meaning assigned thereto in Section 3(a)(i) hereof.

    


    The
      term
“person”
means
      an individual, partnership, limited liability company, corporation, trust or
      unincorporated organization, or a government or agency or political subdivision
      thereof.

    


    “Prospectus”
means
      the prospectus included in any Shelf Registration Statement, as amended or
      supplemented by any prospectus supplement with respect to the terms of the
      Offering of any portion of the Registrable Securities covered by any Shelf
      Registration Statement and by all other amendments and supplements to such
      prospectus, including all material incorporated by reference in such prospectus
      and all documents filed after the date of such prospectus by the Company under
      the Securities Act or the Exchange Act and incorporated by reference
      therein.

    


    
      
        
        

      

      
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    “Registrable
      Securities”
means
      all or any portion of the Securities issued from time to time under the
      Indenture and the shares of Common Stock issuable upon conversion of the
      Securities,
      provided, however,
      that a
      security ceases to be a Registrable Security when it is no longer a Restricted
      Security.

    


    “Restricted
      Security”
means
      any Security or share of Common Stock issuable upon conversion thereof except
      any such Security or share of Common Stock that (i) has been registered pursuant
      to an effective registration statement under the Securities Act and sold in
      a
      manner contemplated by the Shelf Registration Statement, (ii) has been
      transferred in compliance with Rule 144 under the Securities Act (or any
      successor provision thereto) or is transferable pursuant to paragraph (k) of
      such Rule 144 (or any successor provision thereto) or (iii) has otherwise
      been transferred and a new Security or share of Common Stock not subject to
      transfer restrictions under the Securities Act has been delivered by or on
      behalf of the Company in accordance with Section 2.6 of the
      Indenture.

    


    “Registration
      Default”
has
      the
      meaning assigned thereto in Section 7(a) hereof.

    


    “Securities
      Act”
means
      the United States Securities Act of 1933, as amended.

    


    “Shelf
      Registration”
means
      a
      registration effected pursuant to Section 2 hereof.

    


    “Shelf
      Registration Statement”
means
      a
      shelf registration statement filed under the Securities Act providing for the
      registration of, and the sale on a continuous or delayed basis by the Holders
      of, all of the Registrable Securities pursuant to Rule 415 under the Securities
      Act and/or any similar rule that may be adopted by the Commission, filed by
      the
      Company pursuant to the provisions of Section 2 of this Agreement, including
      the
      Prospectus contained therein, any amendments and supplements to such
      registration statement and Prospectus, including post-effective amendments,
      and
      all exhibits and all material incorporated by reference in such registration
      statement and Prospectus, and any additional shelf registration statements
      filed
      under the Securities Act to permit the registration and sale of Registrable
      Securities pursuant to Section 3(a)(ii) hereof.

    


    “Stockholder
      Approval Date”
means
      the date the Company’s stockholders approve the merger of the Company’s
      wholly-owned subsidiary with and into Jazz Semiconductor, Inc. (“Jazz”)
      pursuant to the Agreement and Plan of Merger dated as of September 26, 2006
      by
      and among the Company, Joy Acquisition Corp., Jazz and TC Group, L.L.C., as
      Jazz’s stockholders’ representative and the proposal to increase the Company’s
      authorized shares of Common Stock sufficient to allow for the of the issuance
      of
      shares upon conversion of the Securities.

    


    “Suspension
      Period”
has
      the
      meaning assigned thereto in Section 2(c) hereof.

    


    “Trust
      Indenture Act”
means
      the Trust Indenture Act of 1939, or any successor thereto, and the rules,
      regulations and forms promulgated thereunder, as the same shall be amended
      from
      time to time.

    


    The
      term
“underwriter”
means
      any underwriter, or any person deemed to be an underwriter pursuant to the
      Securities Act and Exchange Act and the respective rules and regulations
      thereunder, as in effect at any relevant time, of Registrable Securities in
      connection with an offering thereof under a Shelf Registration
      Statement.

    


    
      
        
        

      

      
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    Wherever
      there is a reference in this Agreement to a percentage of the “principal amount”
of Registrable Securities or to a percentage of Registrable Securities, each
      share of Common Stock issued upon conversion of the Securities which is a
      Registrable Security shall represent a principal amount or percentage of
      Registrable Securities determined based on the aggregate principal amount of
      Securities that were converted into shares of Common Stock (as adjusted for
      any
      stock splits, stock dividends, recapitalizations, combinations, reorganizations
      and like events) as of the date of determination.

    


    2. Shelf
      Registration.

    


    (a) The
      Company shall, as soon as practicable after the Stockholder Approval Date,
      but
      no later than ninety (90) calendar days following the Stockholder Approval
      Date,
      file with the Commission a Shelf Registration Statement to provide for the
      offer
      and sale of the Registrable Securities by the Holders from time to time in
      accordance with the methods of distribution elected by such Holders and,
      thereafter, shall use its reasonable best efforts to cause such initial Shelf
      Registration Statement to be declared effective under the Securities Act no
      later than one hundred and eighty (180) calendar days following the Stockholder
      Approval Date;
      provided, however,
      that,
      except for rights of securityholders under existing registration rights
      agreements, only Holders who are Notice Holders shall be entitled to be named
      as
      a selling securityholder in any Shelf Registration Statement as of the date
      it
      is declared effective or to use the Prospectus forming a part thereof for offers
      and resales of Registrable Securities. Except for rights of securityholders
      under existing registration rights agreements, none of the Company’s
      securityholders (other than Holders of Registrable Securities) shall have the
      right to include any of the Company’s other securities in the Shelf Registration
      Statement. Notwithstanding anything to the contrary contained herein, neither
      the Company nor any of its subsidiaries or Affiliates shall disclose the name
      of
      any investors in any filing, announcement, release or otherwise without the
      prior written consent of the applicable investor. The receipt of a Notice and
      Questionnaire shall be considered a valid consent for the purposes of this
      Section 2 for use of the information contained in such Notice and
      Questionnaire.

    


    (b) Subject
      to Section 2(c) hereof, the Company shall use its reasonable best
      efforts:

    


    (i) to
      keep
      any Shelf Registration Statement continuously effective, supplemented and
      amended as required by the provisions of Section 3(j) hereof, in order to permit
      the Prospectus forming a part thereof to be usable by Holders until the earlier
      of: (w) two years from the date of its effectiveness, (x) that date when all
      of
      the Holders of Registrable Securities are able to sell all Registrable
      Securities immediately without restriction pursuant to Rule 144(k) under the
      Securities Act or any successor rule thereto, (y) that date when all Registrable
      Securities registered under the Shelf Registration Statements have been sold,
      or
      (z) that date when all Registrable Securities have ceased to be outstanding
      (such period being referred to herein as the “Effectiveness
      Period”);
      and

    


    (ii) after
      the
      Effective Time of the initial Shelf Registration Statement, to take the actions
      provided for in Section 3(a)(ii) hereof after the receipt of a completed and
      signed
      Notice and Questionnaire from any Holder of Registrable Securities that is
      not
      then a Notice Holder; provided,
      however,
      that
      nothing in this subparagraph shall relieve such holder of the obligation to
      return a completed and signed Notice and Questionnaire to the Company in
      accordance with Section 3(a)(i) hereof.

    


    
      
        
        

      

      
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    (iii) If
      at any
      time the Securities are convertible into securities other than Common Stock,
      the
      Company shall, or shall cause any successor under the Indenture to, cause such
      securities to be included in the Shelf Registration Statement no later than
      the
      date on which the securities may then be convertible into such
      securities.

    


    (c) After
      the
      Effective Time of the initial Shelf Registration Statement, the Company may
      suspend the use of any Prospectus by written notice to the Notice Holders for
      a
      period not to exceed an aggregate of ninety (90) calendar days in any 12-month
      calendar period and not in excess of forty-five (45) consecutive calendar days
      in any such 12-month calendar period (each such period, a “Suspension
      Period”)
      if:

    


    (i) an
      event
      has occurred and is continuing, as a result of which the Shelf Registration
      Statement would, in the Company’s reasonable judgment, contain an untrue
      statement of a material fact or omit to state a material fact required to be
      stated therein or necessary to make the statements therein, in light of the
      circumstances under which they were made, not misleading; and

    


    (ii) the
      Company determines in good faith that the disclosure of such event at such
      time
      would have a material adverse effect on the Company and its subsidiaries taken
      as a whole.

    


    (d) The
      Company represents and warrants that it meets the requirements for the use
      of
      Form SB-2 or S-1 for registration of the sale by the Holders of the Registrable
      Securities, subject to interpretations by the staff of the Commission that
      prohibit the reliance on Rule 415(a)(1)(ii) where the amount of securities
      being
      registered exceeds certain thresholds. The Company agrees to file all reports
      required to be filed by the Company with the Commission in a timely manner
      so as
      to become eligible, and thereafter to maintain its eligibility, for the use
      of
      Form S-3. The Company confirms that it expects to meet the registration
      eligibility and transaction requirements for use of Form S-3 (or any successor
      form) at the time it files the Shelf Registration Statement. In the event it
      is
      not so eligible at such time, not later than five (5) Business Days after the
      Company first meets the registration eligibility and transaction requirements
      for the use of Form S-3 (or any successor form) for registration of the offer
      and sale by the Holders of Registrable Securities, the Company shall file a
      Registration Statement on Form S-3 (or such successor form) with respect to
      the
      Registrable Securities covered by the Registration Statement on Form SB-2 or
      Form S-1, whichever is applicable, filed pursuant to Section 2(a) (and include
      in such Registration Statement on Form S-3 the information required by Rule
      429 under the 1933 Act) or convert the Registration Statement on Form SB-2
      or
      Form S-1, whichever is applicable, filed pursuant to Section 2(a) to a Form
      S-3
      pursuant to Rule 429 under the 1933 Act and cause such Registration Statement
      (or such amendment) to be declared effective no later than forty-five (45)
      days
      after filing. 

    


    
      
        
        

      

      
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    3. Registration
      Procedures.

    


    In
      connection with the Shelf Registration Statements, the following provisions
      shall apply:

    


    (a) i) not
      less
      than thirty (30) calendar days prior to the time the Company in good faith
      intends to have the initial Shelf Registration Statement declared effective,
      the
      Company shall distribute the Notice and Questionnaire to the Holders of
      Registrable Securities. The Company shall take action to name as a selling
      securityholder in the initial Shelf Registration Statement at the Effective
      Time
      each Holder that completes, executes and delivers a Notice and Questionnaire
      to
      the Company (a “Notice
      Holder”)
      prior
      to or on the twentieth (20th)
      calendar day after such Holder’s receipt thereof so that such Holder is
      permitted to deliver the Prospectus forming a part thereof to purchasers of
      such
      Holder’s Registrable Securities in accordance with applicable law. The Company
      shall not be required to take any action to name any Holder as a selling
      securityholder in the initial Shelf Registration Statement at the time of its
      effectiveness or to enable any Holder to use the Prospectus forming a part
      thereof for resales of Registrable Securities unless such Holder has returned
      a
      completed and signed Notice and Questionnaire to the Company in a timely manner
      as provided above.

    


    (ii) After
      the
      Effective Time of the initial Shelf Registration Statement, the Company shall,
      upon the request of any Holder of Registrable Securities that is not then a
      Notice Holder, promptly send a Notice and Questionnaire to such Holder. After
      the Effective
      Time of the initial Shelf Registration Statement, the Company shall, subject
      to
      the provisos below (A) as promptly as reasonably practicable, after the date
      a
      completed and signed Notice and Questionnaire is delivered to the Company,
      and
      in any event within ten (10) Business Days or, if the Company is required to
      file with the Commission a new Shelf Registration, forty-five (45) calendar
      days, after such date, prepare and file with the Commission (1) a supplement
      to
      the Prospectus or, if required by applicable law, a post-effective amendment
      to
      the Shelf Registration Statement or an additional Shelf Registration Statement,
      and (2) any other document required by applicable law, so that the Holder
      delivering such Notice and Questionnaire is named as a selling securityholder
      in
      a Shelf Registration Statement and is permitted to deliver the Prospectus to
      purchasers of such Holder’s Registrable Securities in accordance with applicable
      law, and (B) use its reasonable best efforts to cause any post-effective
      amendment or such additional Shelf Registration Statement to become effective
      under the Securities Act as promptly as is reasonably practicable thereafter;
      provided,
      however,
      that if
      a Notice and Questionnaire is delivered to the Company during a Suspension
      Period, the Company shall not be obligated to take the actions set forth in
      this
      clause (ii) until the termination of such Suspension Period and provided
      further
      that (a)
      the Company may take reasonable steps to aggregate the addition of the
      Securities of more than one Holder for purposes of filing amendments to the
      Shelf Registration Statement or supplements to the Prospectus to reduce the
      need
      for multiple amendments or supplements, including delaying the filing of any
      amendment or supplement for up to 30 days from the initial request in order
      to
      aggregate the addition of Securities from other Holders and (b) the Company
      will
      not be required to file more than two amendments or supplements in any ninety
      (90) day period.

    


    
      
        
        

      

      
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    (b) The
      Company shall furnish to each Notice Holder no fewer than five (5) Business
      Days
      prior to the initial filing of the Shelf Registration Statement, a copy of
      such
      Shelf Registration Statement, and shall use its reasonable best efforts to
      reflect in such document when so filed with the Commission such comments as
      such
      holders and their respective counsel reasonably may propose;
      provided, however,
      that
      the Company shall make the final decision as to the form and content of each
      such document. If any Shelf Registration Statement refers to any Notice Holder
      by name or otherwise as the holder of any securities of the Company, then such
      Notice Holder shall have the right to require (i) the insertion therein of
      language, in form and substance reasonably satisfactory to such Notice Holder,
      to the effect that the holding by such Notice Holder of such securities is
      not
      to be construed as a recommendation by such Notice Holder of the investment
      quality of the Company’s securities covered thereby and that such holding does
      not imply that such Notice Holder will assist, in meeting any future financial
      requirements of the Company or (ii) in the event that such reference to such
      Notice Holder by name or otherwise is not required by the Securities Act or
      any
      similar Federal statute then in force, the deletion of the reference to such
      Notice Holder in any amendment or supplement to the Registration Statement
      filed
      or prepared subsequent to the time that such reference ceases to be
      required.

    


    (c) The
      Company shall promptly take such action as may be necessary so that (i) each
      of
      the Shelf Registration Statements and any amendment or supplement thereto and
      the Prospectus forming a part thereof and any amendment or supplement thereto
      (and each report or other document incorporated therein by reference in each
      case) complies in all material respects with the Securities Act and the Exchange
      Act and the respective rules and regulations thereunder, as in effect at any
      relevant time, (ii) each of the Shelf Registration Statements and any amendment
      or supplement thereto does not, when it becomes effective, contain an untrue
      statement
      of a material fact or omit to state a material fact required to be stated
      therein or necessary to make the statements therein, in light of the
      circumstances under which they were made, not misleading, (iii) each Prospectus
      forming a part of any Shelf Registration Statement, and any amendment or
      supplement to such Prospectus, in the form delivered to purchasers of the
      Registrable Securities during the Effectiveness Period, does not include an
      untrue statement of a material fact or omit to state a material fact necessary
      in order to make the statements therein, in light of circumstances in which
      they
      were made, not misleading, and (iv) a Prospectus filed in compliance with Rule
      424 (or any similar provision then in force) under the Securities Act shall
      be
      filed within two (2) Business Days of the time the Shelf Registration Statement
      becomes effective.

    


    (d) The
      Company shall promptly give notice to each Notice Holder, and shall confirm
      such
      notice in writing if so requested by any such Notice Holder (which notice
      pursuant to clauses (iii)-(vi) hereof shall be accompanied by an instruction
      to
      such Holders to suspend the use of the Prospectus until the requisite changes
      have been made, which notice need not specify the nature of the event giving
      rise to such suspension):

    


    (i) when
      the
      initial Shelf Registration Statement has been filed with the Commission and
      when
      the initial Shelf Registration Statement has become effective;

    


    (ii) when
      any
      supplement to the Prospectus, Shelf Registration Statement or post-effective
      amendment to a Shelf Registration has been filed with the Commission and, with
      respect to a Shelf Registration Statement or any post-effective amendment,
      when
      the same has been declared effective by the Commission;

    


    
      
        
        

      

      
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    (iii) of
      any
      request by the Commission for amendments or supplements to any effective Shelf
      Registration Statement or the Prospectus included therein or for additional
      information;

    


    (iv) of
      the
      issuance by the Commission of any stop order suspending the effectiveness of
      any
      Shelf Registration Statement or the initiation of any proceedings for such
      purpose;

    


    (v) of
      the
      receipt by the Company of any notification with respect to the suspension of
      the
      qualification of the securities included in any Shelf Registration Statement
      for
      sale in any jurisdiction or the initiation of any proceeding for such purpose;
      and

    


    (vi) of
      the
      happening of any event or the existence of any state of facts that requires
      the
      making of any changes in any Shelf Registration Statement or the Prospectus
      included therein so that, as of such date, such Shelf Registration Statement
      and
      Prospectus do not contain an untrue statement of a material fact and do not
      omit
      to state a material fact required to be stated therein or necessary to make
      the
      statements therein, in light of the circumstances under which they were made,
      not misleading.

    


    (e) The
      Company shall use its reasonable best efforts to prevent the issuance, and
      if
      issued to obtain the withdrawal at the earliest possible time, of any order
      suspending the effectiveness of any Shelf Registration Statement.

    


    (f) The
      Company shall, as promptly as reasonably practicable, furnish to each Notice
      Holder, upon their request and without charge, at least one conformed copy
      of
      the Shelf Registration Statement and any amendment or supplement thereto,
      including financial statements but excluding schedules, all documents
      incorporated or deemed to be incorporated therein by reference and all exhibits
      (unless requested in writing to the Company by such Notice Holder).

    


    (g) The
      Company shall, during the Effectiveness Period, deliver to each Notice Holder,
      without charge, as many copies of each Prospectus in which the Notice Holder
      is
      listed as a selling securityholder included in the applicable Shelf Registration
      Statement and any amendment or supplement thereto as such Notice Holder may
      reasonably request; and the Company consents (except during a Suspension Period
      or during the continuance of any event described in Section 3(d) (iii)-(vi)
      above, limited, in the case of Section 3(d)(v), to the jurisdiction in question
      thereunder) to the use of the Prospectus and any amendment or supplement thereto
      by each of the Notice Holders in connection with the offering and sale of the
      Registrable Securities covered by the Prospectus and any amendment or supplement
      thereto during the Effectiveness Period.

    


    (h) Prior
      to
      any offering of Registrable Securities pursuant to a Shelf Registration
      Statement, the Company shall (i) register or qualify or cooperate with the
      Notice Holders and their respective counsel in connection with the registration
      or qualification (or exemption from such registration or qualification) of
      such
      Registrable Securities for offer and sale under the securities or “blue sky
“laws of such jurisdictions within the United States as any Notice Holder may
      reasonably request in writing, (ii) keep such registrations or qualifications
      or
      exemptions therefrom in effect and comply with such laws so as to permit the
      continuance of offers and sales in such jurisdictions for so long as may be
      necessary to enable any Notice Holder or underwriter, if any, to complete its
      distribution of Registrable Securities pursuant to such Shelf Registration
      Statement, and (iii) take any and all other actions necessary or advisable
      to
      enable the disposition in such jurisdictions of such Registrable
      Securities;
      provided, however,
      that in
      no event shall the Company be obligated to (A) qualify as a foreign corporation
      or as a dealer in securities in any jurisdiction where it would not otherwise
      be
      required to so qualify but for this Section 3(h), or (B) subject itself to
      general or unlimited service of process or taxation in any such jurisdiction
      if
      it is not otherwise so subject.

    


    
      
        
        

      

      
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    (i) Unless
      any Registrable Securities shall be in book-entry only form, the Company shall
      cooperate with the Notice Holders to facilitate the timely preparation and
      delivery of certificates representing Registrable Securities to be sold pursuant
      to any Shelf Registration Statement, which certificates, if so required by
      any
      securities market or exchange upon which any Registrable Securities are quoted
      or listed, shall be penned, lithographed or engraved, or produced by any
      combination of such methods, on steel engraved borders, and which certificates
      shall be free of any restrictive legends and in such permitted denominations
      and
      registered in such names as Notice Holders may reasonably request in connection
      with the sale of Registrable Securities pursuant to such Shelf Registration
      Statement.

    


    (j) Upon
      the
      occurrence of any event or the existence of any fact contemplated by paragraph
      3(d)(vi) above, subject to the Company’s rights under Section 2(c) hereof to
      initiate a Suspension Period, the Company shall promptly, but in any event
      within ten (10) Business Days following such occurrence or existence, prepare
      and file (and have declared effective) a post-effective amendment to any Shelf
      Registration Statement or an
      amendment or supplement to the related Prospectus included therein or file
      any
      other document with the Commission (except, to the extent the Company determines
      in good faith that the disclosure of such event at such time would not be in
      the
      best interests of the Company) so that, as thereafter delivered to purchasers
      of
      the Registrable Securities, the Prospectus will not include an untrue statement
      of a material fact or omit to state any material fact necessary to make the
      statements therein, in light of the circumstances under which they were made,
      not misleading. If the Company notifies the Notice Holders of the occurrence
      of
      any event or the existence of any fact contemplated by paragraph 3(d)(vi) above,
      the Notice Holder shall suspend the use of the Prospectus and keep the
      notification provided pursuant to paragraph 3(d)(vi) above confidential until
      (i) such Notice Holder has received copies of the supplemented or amended
      Prospectus contemplated by the preceding sentence or (ii) such Notice Holder
      is
      advised in writing by the Company that the use of the Prospectus may be resumed
      and has received copies of any additional or supplemental filings that are
      incorporated by reference in the Prospectus. Notwithstanding the foregoing,
      but
      subject to Section 8 hereof, the Company shall not be required to amend or
      supplement the Shelf Registration Statement, any related Prospectus or any
      document incorporated by reference as provided in Section 2(c) with respect
      to
      Suspension Periods.

    


    (k) Not
      later
      than the Effective Time of a Shelf Registration Statement, the Company shall
      provide a CUSIP number for the debt securities to be sold pursuant to a Shelf
      Registration Statement.

    


    (l) The
      Company shall use reasonable best efforts to comply with the Securities Act
      and
      the Exchange Act and the respective rules and regulations thereunder, as in
      effect at any relevant time, and make generally available to its securityholders
      earnings statements (which need not be audited) satisfying the provisions of
      Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar
      rule
      promulgated under the Securities Act) no later than ninety (90) days after
      the
      end of any 12-month period (or ninety (90) days after the end of any 12-month
      period if such period is a fiscal year), or such shorter period as required
      by
      the Securities Act and the Exchange Act and the respective rules and regulations
      thereunder, as in effect at any relevant time.

    


    
      
        
        

      

      
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    (m) Not
      later
      than the Effective Time of the initial Shelf Registration Statement, the Company
      shall use its reasonable best efforts to cause the Indenture to be qualified
      under the Trust Indenture Act; in connection with such qualification, the
      Company shall cooperate with the Trustee under the Indenture to effect such
      changes to the Indenture as may be required for such Indenture to be so
      qualified in accordance with the terms of the Trust Indenture Act; and the
      Company shall execute, and shall use reasonable best efforts to cause the
      Trustee to execute, all documents that may be required to effect such changes
      and all other forms and documents required to be filed with the Commission
      to
      enable such Indenture to be so qualified in a timely manner. In the event that
      any such amendment or modification referred to in this Section 3(m) involves
      the
      appointment of a new trustee under the Indenture, the Company shall appoint
      a
      new trustee thereunder pursuant to the applicable provisions of the
      Indenture.

    


    (n) The
      Company shall make reasonably available for inspection by one or more
      representatives of the Notice Holders, designated in writing by a Majority
      of
      Holders whose Registrable Securities are included in a Shelf Registration
      Statement, any underwriter participating
      in any disposition pursuant to any Shelf Registration Statement, and any
      attorney, accountant or other agent retained by such Notice Holders or any
      such
      underwriter (i) all relevant financial and other records, pertinent corporate
      documents and properties of the Company and its subsidiaries (other than records
      and documents that the Company agreed contractually not to disclose), and (ii)
      cause the Company’s officers, directors and employees to make available for
      inspection all information (other than information the Company agreed
      contractually not to disclose) reasonably requested by such Notice Holders
      or
      any such underwriter, attorney, accountant or agent in connection with such
      Shelf Registration Statement, in each case, as is customary for similar due
      diligence examinations;
      provided, however,
      that
      such persons shall, at the Company’s request, first agree in writing with the
      Company that any information that is reasonably and in good faith designated
      by
      the Company in writing as confidential at the time of delivery or inspection,
      as
      the case may be, of such information shall be kept confidential by such persons
      and shall be used solely for the purposes of exercising rights under this
      Agreement, unless such disclosure is made in connection with a court proceeding
      or required by law, or such records, information or documents become available
      to the public generally or through a third party without an accompanying
      obligation of confidentiality or the content of such disclosure was already
      known and independently developed by the relevant Notice Holder;
      provided further,
      however,
      that, if
      the foregoing inspection and information gathering would otherwise disrupt
      the
      Company’s conduct of its business, such inspection and information gathering
      shall, to the greatest extent possible, be coordinated on behalf of the Notice
      Holders and the other parties entitled thereto by one counsel designated by
      and
      on behalf of the Notice Holders and other parties.

    


    
      
        
        

      

      
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    (o) The
      Company will use its reasonable best efforts to cause the Common Stock issuable
      upon conversion of the Securities to be quoted or listed on the American Stock
      Exchange or other market or stock exchange on which the Common Stock primarily
      trades on or prior to the Effective Time of each Shelf Registration Statement
      hereunder.

    


    (p) The
      Company will cooperate and assist in any filings required to be made with
      National Association of Securities Dealers, Inc or other market or stock
      exchange on which the Common Stock may trade.

    


    (q) The
      Company shall use its reasonable best efforts to take all other steps necessary
      to effect the registration, offering and sale of the Registrable Securities
      covered by each Shelf Registration Statement contemplated hereby, including,
      without limitation, entering into an underwriting agreement in customary form
      (if the distribution of Registrable Securities is to be made pursuant to an
      underwritten public offering) and such other customary agreements as may be
      necessary, desirable or appropriate, and taking all such other necessary actions
      in connection therewith.

    


    (r) The
      Company shall:

    


    (i) (A)
      make
      reasonably available for inspection by requesting Notice Holders, any
      underwriter participating in any disposition pursuant to the Shelf Registration
      Statement, and any attorney selected in accordance with Section 4 hereof, one
      accountant and any other agent retained by such holders or any such underwriter,
      all relevant financial and other records, pertinent corporate documents and
      properties of the Company and its subsidiaries and (B) cause the Company’s
      officers, directors and employees to supply all information reasonably requested
      by such holders or any such underwriter, attorney, accountant or agent in
      connection with
      the
      Shelf Registration Statement, in each case, as is customary for similar due
      diligence examinations; provided,
      however,
      that all
      records, information and documents that are designated in writing by the
      Company, in good faith, as confidential shall be kept confidential by such
      holders and any such underwriter, attorney, accountant or agent, unless such
      disclosure is made in connection with a court proceeding or required by law,
      or
      such records, information or documents become available to the public generally
      or through a third party without an accompanying obligation of confidentiality;
      and provided
      further
      that, if
      the foregoing inspection and information gathering would otherwise disrupt
      the
      Company’s conduct of its business, such inspection and information gathering
      shall, to the greatest extent possible, be coordinated on behalf of the
      requesting Notice Holders and the other parties entitled thereto by one counsel
      designated by and on behalf of Notice Holders and other parties;

    


    (ii) in
      connection with any underwritten offering conducted pursuant to Section 8
      hereof, make such representations and warranties to the Notice Holders
      participating in such underwritten offering and to the Managing Underwriter,
      in
      form, substance and scope as are customarily made by the Company to underwriters
      in primary underwritten offerings of equity and convertible debt
      securities;

    


    (iii) in
      connection with any underwritten offering conducted pursuant to Section 8
      hereof, obtain opinions of counsel to the Company (which counsel and opinions
      (in form, scope and substance) shall be reasonably satisfactory to the Managing
      Underwriter) addressed to each requesting Notice Holder, covering such matters
      as are customarily covered in opinions requested in primary underwritten
      offerings of equity and convertible debt securities and such other matters
      as
      may be reasonably requested by such Notice Holders and underwriters (it being
      agreed that the matters to be covered by such opinions shall include, without
      limitation, as of the date of the opinion and as of the Effective Time or the
      date of the most recent post-effective amendment thereto, as the case may be,
      the absence from the Shelf Registration Statement and the Prospectus, including
      the documents incorporated by reference therein, of an untrue statement of
      a
      material fact or the omission of a material fact required to be stated therein
      or necessary to make the statements therein (in the case of the Prospectus,
      in
      light of the circumstances under which they were made) not
      misleading);

    


    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

    (iv) in
      connection with any underwritten offering conducted pursuant to Section 8
      hereof, obtain “cold comfort” letters and updates thereof from the independent
      public accountants of the Company (and, if necessary, from the independent
      public accountants of any subsidiary of the Company or of any business acquired
      by the Company for which financial statements and financial data are, or are
      required to be, included in the Shelf Registration Statement), addressed to
      each
      requesting Notice Holder (if such Notice Holder has provided such letter,
      representations or documentation, if any, required for such cold comfort letter
      to be so addressed) and the underwriters, in customary form and covering matters
      of the type customarily covered in “cold comfort” letters in connection with
      primary underwritten offerings;

    


    (v) in
      connection with any underwritten offering conducted pursuant to Section 8
      hereof, deliver such documents and certificates as may be reasonably requested
      by any Notice Holders and the Managing Underwriter, if any, including without
      limitation certificates to evidence compliance with Section 3(j) hereof and
      with
      any conditions contained in the underwriting agreement or other agreements
      entered into by the Company.

    


    4. Registration
      Expenses.

    


    The
      Company shall bear all fees, costs and expenses incurred in connection with
      the
      performance by the Company of all of its obligations under Sections 2 and 3
      of
      this Agreement whether or not any of the Shelf Registration Statements are
      declared effective. Such fees, costs and expenses shall include, without
      limitation, (i) all registration and filing fees (including, without limitation,
      fees and expenses (A) with respect to filings required to be made with the
      National Association of Securities Dealers, Inc., and (B) of compliance with
      United States federal and state securities or “blue sky” laws (including,
      without limitation, reasonable fees and disbursements of the counsel specified
      in the next sentence in connection with “blue sky” qualifications of the
      Registrable Securities under the laws of such jurisdictions as a Majority of
      Holders whose Registrable Securities are included in a Shelf Registration
      Statement may designate)), (ii) printing expenses (including, without
      limitation, expenses of printing certificates for Registrable Securities in
      a
      form eligible for deposit with The Depository Trust Company), (iii) duplication
      expenses relating to copies of any Shelf Registration Statement, Prospectus
      and
      other documents delivered to any Holder hereunder, (iv) fees and disbursements
      of counsel and independent accountants for the Company in connection with the
      Shelf Registration Statement, and (v) reasonable fees and disbursements of
      the
      Trustee and its counsel and of the registrar and transfer agent for the Common
      Stock. In addition, the Company shall bear or reimburse the Notice Holders
      for
      the reasonable fees and disbursements of one firm of legal counsel for the
      Holders, which shall initially be counsel to the Initial Purchasers, but which
      may, upon the written consent of a Majority of Holders, be another nationally
      recognized law firm experienced in securities law matters designated by the
      Company. In addition, the Company shall pay the internal expenses of the Company
      (including, without limitation, all salaries and expenses of officers and
      employees performing legal or accounting duties), the expense of any annual
      audit, the fees and expenses incurred in connection with the listing of the
      Registrable Securities on any securities exchange on which similar securities
      of
      the Company are then listed and the fees and expenses of any person, including
      special experts, retained by the Company.

    


    
      
        
        

      

      
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    5. Indemnification
      and Contribution.

    


    (a) Indemnification
      by the Company.
      The
      Company shall indemnify and hold harmless each Notice Holder, the Initial
      Purchasers, any underwriter that participates in an offering of Securities
      under
      the Shelf Registration Statement, each person, if any, who controls any such
      Notice Holder, Initial Purchaser or any such underwriter within the meaning
      of
      Section 15 of the Securities Act or Section 20 of the Exchange Act and the
      respective officers, directors, partners, employees, representatives and agents
      of any such Notice Holder, the Initial Purchasers, any such underwriter or
      any
      controlling person, from and against any loss, claim, damage, liability, cost
      or
      expense whatsoever as incurred (including, but not limited to, attorneys’ fees
      and any and all expenses whatsoever incurred in investigating, preparing or
      defending against any litigation, commenced or threatened, or any claim
      whatsoever, and any and all amounts paid in settlement of any claim or
      litigation), joint or several, to which they or any of them may become subject
      under the Securities Act, the Exchange Act or otherwise, insofar as any such
      loss, claim, damage, liability, cost or expense (or action in respect thereof)
      arises out of, or is based upon, any untrue statement or alleged untrue
      statement of a material fact contained in the Shelf Registration Statement
      or
      any amendment thereto or supplement thereof or any related preliminary
      prospectus or the Prospectus or any amendment thereto or supplement thereof,
      or
      arises out of, or is based upon, the omission or alleged omission to state
      therein any material fact required to be stated therein or necessary to make
      the
      statements therein, in light of the circumstance in which they were made, not
      misleading;
      provided, however,
      that
      the Company shall not be liable to any such indemnified party in any such case
      to the extent that any such loss, claim, damage, liability, cost or expense
      arises out of, or is based upon, any such untrue statement or alleged untrue
      statement or omission or alleged omission made therein in reliance upon and
      in
      conformity with written information furnished to the Company by or on behalf
      of
      such indemnified party specifically for use therein;
      provided, further, however,
      that
      the Company shall not be liable to any such indemnified party in any such case
      to the extent that such loss, claim, damage, liability, cost or expense arises
      from an offer or sale by a Notice Holder of Registrable Securities during a
      Suspension Period, if such indemnified party is a Notice Holder that received
      from the Company a notice of the commencement of such Suspension Period prior
      to
      the making of such offer or sale. The foregoing indemnity agreement is in
      addition to any liability that the Company may otherwise have to any indemnified
      party, and the Company hereby confirms that it will indemnify the indemnified
      party with respect to any breach by the Company of its indemnity obligations
      hereunder. The Company shall not be liable under this Section 5(a) for any
      settlement of any action effected without its written consent, which shall
      not
      be unreasonably withheld. In addition, with respect to any untrue statement
      or
      alleged untrue statement in, or omission or alleged omission from the
      Prospectus, the Company shall not be liable to any Notice Holder or underwriter
      (or the directors and officers of any Notice Holder or underwriter or any person
      controlling such Notice Holder or underwriter within the meaning of Section
      15
      of the Securities Act or Section 20 of the Exchange Act) from whom the person
      asserting any such loss, claims, damages or liabilities purchased the
      Registrable Securities concerned, to the extent that any such loss, claims
      damages or liabilities of such person results from the fact that there was
      not
      sent or given to such person, at or prior to the written confirmation of such
      sale of such Registrable Securities to such person, a copy of the Prospectus,
      as
      amended or supplemented, if the Company had previously furnished copies thereof
      to such Notice Holder or underwriter. Any amounts advanced by the Company to
      an
      indemnified party pursuant to this Agreement shall be returned to the Company
      if
      it shall be finally determined by a court of competent jurisdiction, not subject
      to appeal, that such indemnified party was not entitled to indemnification
      by
      the Company.

    


    
      
        
        

      

      
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    (b) Indemnification
      by the Notice Holders.
      Each
      Notice Holder, severally and not jointly, shall indemnify and hold harmless
      the
      Company, the Initial Purchasers, each underwriter, each other Holder, each
      person, if any, who controls the Company, an Initial Purchaser, any underwriter
      or another Holder within the meaning of Section 15 of the Securities Act or
      Section 20 of the Exchange Act and the respective officers, directors,
      partners, employees, representatives and agents of the Company, the Initial
      Purchasers, any underwriter, any other Holder or any controlling person, from
      and against any loss, claim, damage, liability, cost or expense whatsoever
      as
      incurred (including, but not limited to, attorneys’ fees and any and all
      expenses whatsoever incurred in investigating, preparing or defending against
      any litigation, commenced or threatened, or any claim whatsoever, and any and
      all amounts paid in settlement of any claim or litigation), joint or several,
      to
      which they or any of them may become subject under the Securities Act, the
      Exchange Act or otherwise, insofar as any such loss, claim, damage, liability,
      cost or expense (or action in respect thereof) arises out of, or is based upon,
      any untrue statement or alleged untrue statement of a material fact contained
      in
      the Shelf Registration Statement or any amendment thereto or any related
      preliminary prospectus or the Prospectus or any amendment thereto or supplement
      thereof, or arises out of, or is based upon, the omission or alleged omission
      to
      state therein, in light of the circumstances in which they were made, any
      material fact required to be stated therein or necessary to make the statements
      therein not misleading, in each case to the extent, but only to the extent,
      that
      such untrue statement or alleged untrue statement or omission or alleged
      omission made therein was made in reliance upon and in conformity with written
      information furnished to the Company by or on behalf of such Notice Holder
      specifically for use therein. In no event shall the liability of any selling
      Notice Holder hereunder be greater in amount than the dollar amount of the
      net
      proceeds received by such Notice Holder upon the sale of the Registrable
      Securities pursuant to the Shelf Registration Statement giving rise to such
      indemnification obligation. The foregoing indemnity agreement is in addition
      to
      any liability that any Notice Holder may otherwise have to the Company, the
      Initial Purchasers and any such other person.

    


    (c) Notices
      of Claims, Etc.
      Promptly after receipt by an indemnified party under this Section 5 of
      notice of any claim or the commencement of any action, the indemnified party
      shall, if a claim in respect thereof is to be made against the indemnifying
      party under this Section 5, notify the indemnifying party in writing of the
      claim or the commencement of that action;
      provided, however,
      that
      the failure to notify the indemnifying party shall not relieve it from any
      liability that it may have under this Section 5 (except to the extent the
      defense of such claim or action has been materially prejudiced by such failure).
      If any such claim or action shall be brought against an indemnified party,
      and
      it shall notify the indemnifying party thereof, the indemnifying party shall
      be
      entitled to participate therein and, to the extent that it wishes, jointly
      with
      any other similarly notified indemnifying party, to assume the defense thereof
      with counsel satisfactory to the indemnified party. After notice from the
      indemnifying party to the indemnified party of its election to assume the
      defense of such claim or action, the indemnifying party shall not be liable
      to
      the indemnified party under this Section 5 for any legal or other expenses
      subsequently incurred by the indemnified party in connection with the defense
      thereof other than reasonable costs of investigation;
      provided, however,
      that
      the indemnified party shall have the right to employ counsel to represent
      jointly the indemnified party and its respective officers, directors, partners,
      employees, representatives, agents and controlling persons who may be subject
      to
      liability arising out of any claim in respect of which indemnity may be sought
      by the indemnified party against the indemnifying party under this Section
      5 if
      (i) employment of such counsel has been
      authorized in writing by the indemnifying party, or (ii) such indemnifying
      party
      shall not have employed counsel satisfactory to the indemnified party to have
      charge of the defense of such proceeding within thirty (30) days of the receipt
      of notice thereof, or (iii) such indemnified party shall have reasonably
      concluded that the representation of such indemnified party and those officers,
      directors, partners, employees, representatives, agents and controlling persons
      by the same counsel representing the indemnifying party would be inappropriate
      under applicable standards of professional conduct due to actual or potential
      differing interests between them or where there may be one or more defenses
      available to them that are different from, additional to or in conflict with
      those available to the indemnifying party, and in any such event ((i), (ii)
      or
      (iii)) the fees and expenses of such separate counsel shall be paid by the
      indemnifying party as incurred. It is understood that the indemnifying party
      shall not be liable for the fees and expenses of more than one separate firm
      (in
      addition to local counsel in each jurisdiction) for all indemnified parties
      in
      connection with any proceeding or related proceedings. No indemnifying party
      shall, without the prior written consent of the indemnified parties, effect
      any
      settlement or compromise of, or consent to the entry of judgment with respect
      to, any pending or threatened claim, investigation, action, suit or proceeding
      in respect of which indemnity or contribution may be or could have been sought
      hereunder (whether or not the indemnified party or parties are actual or
      potential parties thereto) unless (A) such settlement, compromise or judgment
      (1) includes an unconditional release of such indemnified party from all
      liability arising out of such claim, investigation, action, suit or proceeding,
      and (2) does not include a statement as to or an admission of fault, culpability
      or failure to act by or on behalf of any indemnified party, and (B) the
      indemnifying party confirms in writing its indemnification obligations hereunder
      with respect to such settlement, compromise or judgment.

    


    
      
        
        

      

      
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    (d) Contribution.
      If the
      indemnification provided for in this Section 5 is unavailable or insufficient
      to
      hold harmless an indemnified party under subsections (a) or (b) above, then
      each
      indemnifying party shall contribute to the amount paid or payable by such
      indemnified party as a result of the losses, claims, damages, costs, expenses
      or
      liabilities (or actions in respect thereof) referred to in subsection (a) or
      (b)
      above (i) in such proportion as is appropriate to reflect the relative benefits
      received by the indemnifying party or parties on the one hand and the
      indemnified party on the other from the registration of the Registrable
      Securities pursuant to the Shelf Registration, or (ii) if the allocation
      provided by the foregoing clause (i) is not permitted by applicable law, in
      such
      proportion as is appropriate to reflect not only the relative benefits referred
      to in clause (i) above but also the relative fault of the indemnifying party
      or
      parties on the one hand and the indemnified party on the other in connection
      with the statements or omissions that resulted in such losses, claims, damages,
      costs, expenses or liabilities (or actions in respect thereof) as well as any
      other relevant equitable considerations. The relative fault of the parties
      shall
      be determined by reference to, among other things, whether the untrue or alleged
      untrue statement of a material fact or the omission or alleged omission to
      state
      a material fact relates to information supplied by the Company on the one hand
      or such Holder or such other indemnified party, as the case may be, on the
      other, and the parties’ relative intent, knowledge, access to information and
      opportunity to correct or prevent such statement or omission. The amount paid
      by
      an indemnified party as a result of the losses, claims, damages or liabilities
      referred to in the first sentence of this Section 5(d) shall be deemed to
      include any legal or other expenses reasonably incurred by such indemnified
      party in connection with investigating or defending any action or claim which
      is
      the subject of this Section 5(d). The Company and the Holders agree that it
      would not be just and equitable if contribution pursuant to this Section 5(d)
      were
      determined by pro rata allocation or by any other method of allocation which
      does not take account of the equitable considerations referred to herein.
      Notwithstanding any other provision of this Section 5(d), no Holder of the
      Registrable Securities shall be required to contribute any amount in excess
      of
      the amount by which the net proceeds received by such Holder from the sale
      of
      its Registrable Securities pursuant to the Shelf Registration Statement exceeds
      the amount of damages which such Holder has otherwise been required to pay
      by
      reason of such untrue or alleged untrue statement or omission or alleged
      omission. No person guilty of fraudulent misrepresentation (within the meaning
      of Section 11(f) of the Securities Act) shall be entitled to contribution from
      any person who was not guilty of such fraudulent misrepresentation. For purposes
      of this Section 5(d), each officer, director, partner, employee, representative
      or agent of an indemnified party, and each person, if any, who controls such
      indemnified party within the meaning of the Securities Act or the Exchange
      Act,
      shall have the same rights to contribution as such indemnified party and each
      officer, director, partner, employee, representative and agent of the Company,
      and each person, if any, who controls the Company within the meaning of the
      Securities Act or the Exchange Act, shall have the same rights to contribution
      as the Company. The Holders’ respective obligations to contribute pursuant to
      this Section 5(d) are several in proportion to the respective amount of
      Registrable Securities they have sold pursuant to a Shelf Registration Statement
      and not joint. The remedies provided for in this Section 5(d) are not exclusive
      and shall not limit any rights or remedies which may otherwise be available
      to
      any indemnified party at law or in equity. The Company shall not be liable
      for
      contribution with respect to any actions, suit, proceeding, or claim settled,
      compromised, or with respect to which entry of a judgment was consented to
      by
      the person seeking contribution, without the Company’s written consent, which
      consent shall not be unreasonably withheld.

    


    
      
        
        

      

      
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    (e) Undertaking.
      The
      Company may require, as a condition to entering into any underwriting agreement
      with respect thereto, that the Company shall have received an undertaking from
      the Holder and any such underwriter to comply with the provisions of this
      Section 5.

    


    (f) Survival.
      The
      indemnity and contribution provisions contained in this Section 5 shall remain
      operative and in full force and effect regardless of (i) any termination of
      this
      Agreement, (ii) any investigation made by or on behalf of the Initial
      Purchasers, any underwriter, any Holder, any officer, director, partner,
      employee, representative or agent of the Initial Purchasers, any underwriter,
      or
      any Holder, or any person controlling an Initial Purchaser, any underwriter
      or
      any Holder, or by or on behalf of the Company, its officers, directors,
      partners, employees, representatives or agents or any person controlling the
      Company, and (iii) any sale of Registrable Securities pursuant to a Shelf
      Registration Statement.

    


    6. Holder’s
      Obligations.

    


    Each
      Holder agrees, by acquisition of the Registrable Securities, that no Holder
      of
      Registrable Securities shall be entitled to sell any of such Registrable
      Securities pursuant to a Shelf Registration Statement or to receive a Prospectus
      relating thereto, unless such Holder has furnished the Company with a Notice
      and
      Questionnaire as required pursuant to Section 3(a) hereof (including all the
      information required to be included in such Notice and Questionnaire) and the
      information set forth in the next sentence. Each Notice Holder agrees to
      promptly furnish to the Company all information required to be disclosed in
      order to make the information previously furnished to the Company by such Notice
      Holder not misleading and any other information regarding such Notice Holder
      and
      the distribution of such Registrable Securities as may be required to be
      disclosed in the Shelf Registration Statement under applicable law, pursuant
      to
      comments from the Commission or as the Company may from time to time reasonably
      request. Any sale of any Registrable Securities by any Notice Holder shall
      constitute a representation and warranty by such Notice Holder that the
      information relating to such Notice Holder and its plan of distribution is
      as
      set forth in the Prospectus delivered by such Notice Holder
      in
      connection with such disposition, that such Prospectus does not, as of the
      time
      of such sale, contain any untrue statement of a material fact relating to such
      Notice Holder or its plan of distribution, and that such Prospectus does not,
      as
      of the time of such sale, omit to state any material fact relating to or
      provided by such Notice Holder or its plan of distribution necessary in order
      to
      make the statements in such Prospectus, in the light of the circumstances under
      which they were made, not misleading, in each case to the extent, but only
      to
      the extent, that such untrue statement or omission was made in reliance on
      and
      in conformity with written information furnished to the Company by or on behalf
      of such Notice Holder.

     

    7. Additional
      Interest.

    


    (a) If:

    


    (i) on
      or
      prior to the one hundred and eightieth (180th) day following the Stockholder
      Approval Date, such initial Shelf Registration Statement is not declared
      effective by the Commission, or

    


    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

    (ii) after
      the
      effectiveness date of any Shelf Registration Statement, (A) such Shelf
      Registration Statement ceases to be effective or usable for the offer and sale
      of Registrable Securities (other than due to a Suspension Period), and the
      Company fails to file (and have declared effective), within five (5) Business
      Days, a post-effective amendment to such Shelf Registration Statement or
      amendment or supplement to the Prospectus contained therein or such other
      document with the Commission to make such Shelf Registration Statement effective
      or such Prospectus usable, or (B) the Suspension Periods exceed ninety (90)
      calendar days, whether or not consecutive, in any 12-month calendar period,
      or

    


    (iii) the
      Company shall have failed to timely comply with any of its obligations set
      forth
      in Section 3(a)(ii) hereof, provided that such failure is not solely due to
      the
      failure of a Holder of Registrable Securities to perform its obligations set
      forth in Section 3(a)(i) hereof (each of (i) through (iii) a “Registration
      Default”),

    


    the
      Company shall be required to pay additional interest (“Additional
      Interest”)
      with
      respect to the Securities then outstanding that are Registrable Securities,
      from
      and including the day following such Registration Default to but excluding
      the
      day on which such Registration Default is cured, at a rate per annum equal
      to an
      additional one-quarter of one percent (0.25%) per annum of the Applicable Amount
      during the first 90 days following the date of a Registration Default and
      increasing at the end of such 90-day period by an additional one-quarter of
      one
      percent (0.25%) per annum to a maximum amount of one-half of one percent (0.50%)
      per annum. The Company shall notify the Trustee as promptly as possible, but
      in
      no event later than three (5) Business Days after each and any date on which
      a
      Registration Default occurs. The requirement of the Company to pay Additional
      Interest ceases on the day such Registration Default is cured.

     

    (b) Any
      amounts to be paid as Additional Interest pursuant to paragraph (a) of this
      Section 7 shall be paid by wire transfer of immediately available funds or
      by
      federal funds check on the first interest payment date in respect of the
      Securities following the date on which such Additional Interest begins to
      accrue.

     

    (c) A
      Registration Default pursuant to paragraph (a)(ii) or (iii) above may not occur
      during any Suspension Period, and any Registration Default pursuant to paragraph
      (a)(ii) or (iii) above in existence at the commencement of any Suspension Period
      shall be tolled and the Additional Interest rate shall not be increased because
      of such Registration Default during such Suspension Period. Notwithstanding
      anything herein to the contrary, during the occurrence of any Registration
      Defaults, offers and sales of transfer restricted Securities pursuant to the
      Shelf Registration Statement shall be prohibited.

    


    (d) In
      no
      event shall Holders who have converted Securities into Common Stock be entitled
      to receive any Additional Interest with respect to such Common Stock or the
      issue price of the Securities converted.

    


    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    

    (e) The
      Additional Interest as set forth in this Section 7 shall be the exclusive cash
      remedy available to the Holders of Registrable Securities for such Registration
      Default. In no event shall the Company be required to pay Additional Interest
      in
      excess of the applicable maximum amount of one-half of one percent (0.5%) per
      annum as set forth above, or eight and one-half percent (8.50%) per annum when
      combined with the stated interest on the Securities, regardless of whether
      one
      or multiple Registration Defaults exist.

    


    8. Underwritten
      Offering.

    


    Subject
      to any registration obligations outstanding prior to the date hereof, any holder
      of Registrable Securities who desires to do so may sell Registrable Securities
      (in whole or in part) in an underwritten offering; provided, however, the
      Company shall not be required to facilitate an underwritten offering pursuant
      to
      the Shelf Registration Statement by any holders unless the offering relates
      to
      at least $27,000,000 principal amount of Securities or the equivalent number
      of
      shares of Common Stock in which such Securities are convertible. In any such
      underwritten offering, the investment banker or investment bankers and manager
      or managers (the “Managing
      Underwriter”)
      that
      will administer the offering will be selected by, and the underwriting
      arrangements with respect thereto (including the size of the offering) will
      be
      approved by, the holders of a majority of the Registrable Securities to be
      included in such offering; provided,
      however,
      that
      such investment bankers and managers and underwriting arrangements must be
      reasonably satisfactory to the Company and that the Company shall not be
      required to arrange for or participate in more than two underwritten offerings
      during the Effectiveness Period. No holder may participate in any underwritten
      offering contemplated hereby unless (a) such holder agrees to sell such holder’s
      Registrable Securities to be included in the underwritten offering in accordance
      with any approved underwriting arrangements, (b) such holder completes and
      executes all reasonable questionnaires, powers of attorney, indemnities,
      underwriting agreements, lock-up letters and other documents required under
      the
      terms of such approved underwriting arrangements and (c) if such holder is
      not
      then a Notice Holder, such holder returns a completed and signed Notice and
      Questionnaire to the Company in accordance with Section 3(a)(ii) hereof within
      a
      reasonable amount of time before such underwritten offering. The holders
      participating in any underwritten offering shall be responsible for any
      underwriting discounts and commissions and fees and, subject to Section 4
      hereof, expenses of their own counsel. The Company shall pay all expenses
      customarily borne by issuers, including but not limited to filing fees, the
      fees
      and disbursements of its counsel and independent public accountants and any
      printing expenses incurred in connection with such underwritten offering.
      Notwithstanding the foregoing or the provisions of Section 3(n) hereof, in
      connection with a request from the Managing Underwriter or a representative
      of a
      Majority of Holders to be included in an underwritten offering for the Company
      to prepare and file an amendment or supplement to the Shelf Registration
      Statement and Prospectus in connection with an underwritten offering, the
      Company may delay the filing of any such amendment or supplement for up to
      ninety (90) days if the Company is in possession of material non-public
      information the disclosure of which would have a material adverse effect on
      the
      business, operations, prospects, condition (financial or otherwise) of the
      Company and its subsidiaries, taken as a whole.

     

    9. Rule
      144A and 144.

    


    (a)
      The
      Company shall use commercially reasonable efforts to file the reports required
      to be filed by it under the Securities Act and the Exchange Act in a timely
      manner and if at any time the Company is not required to file such reports,
      the
      Company covenants to the Holders of the Registrable Securities that the Company
      shall use its reasonable best efforts to make available, upon request of any
      holder of Registrable Securities, to such holder or beneficial owner of
      Registrable Securities in connection with any sale thereof and any prospective
      purchaser of such Registrable Securities designated by such holder or beneficial
      owner, the information required by Rule 144A(d)(4) under the Securities Act
      in
      order to permit resales of such Registrable Securities pursuant to Rule 144A
      of
      the Securities Act. 

    


    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    

    (b)
      The
      company shall use commercially reasonable efforts to timely file the reports
      required to be filed by it under the Exchange Act or the Securities Act
      (including the reports under Section 13 and 15(d) of the Exchange Act referred
      to in subparagraph (c)(1) of Rule 144 of the Securities Act) and the rules
      and
      regulations adopted by the Commission thereunder, all to the extent required
      from time to time to enable such Holder to sell Registrable Securities without
      registration under the Securities Act within the limitations of the exemption
      provided by Rule 144 under the Securities Act, as such may be amended from
      time
      to time, or any similar or successor rule or regulation hereafter adopted by
      the
      Commission. Upon the request of any Holder of Registrable Securities in
      connection with that Holder’s sale pursuant to Rule 144, the Company shall
      deliver to such Holder a written statement as to whether it had complied with
      such requirements. 

    


    (c)
      Notwithstanding the foregoing, nothing in this Section 9 shall be deemed to
      require the Company to register any of its Securities pursuant to the Exchange
      Act.

    


    10. Miscellaneous.

    


    (a) Specific
      Performance.
      The
      parties hereto acknowledge that there would be no adequate remedy at law if
      the
      Company fails to perform any of its obligations hereunder and that the Initial
      Purchasers and the Holders from time to time may be irreparably harmed by any
      such failure, and accordingly agree that the Initial Purchasers and such
      Holders, in addition to any other remedy to which they may be entitled at law
      or
      in equity and without limiting the remedies available to the Notice Holders
      under Section 7 hereof, shall be entitled to compel specific performance of
      the
      obligations of the Company under this Agreement in accordance with the terms
      and
      conditions of this Agreement, in any court of the United States or any State
      thereof having jurisdiction.

    


    (b) Amendments
      and Waivers.
      This
      Agreement, including this Section 10(b), may be amended, and waivers or consents
      to departures from the provisions hereof may be given, only by a written
      instrument duly executed by the Company and a Majority of Holders provided
      that
      any amendment that adversely affects the Initial purchasers shall also require
      the consent of the Initial Purchasers. Each Holder of Registrable Securities
      outstanding at the time of any such amendment, waiver or consent or thereafter
      shall be bound by any amendment, waiver or consent effected pursuant to this
      Section 10(b), whether or not any notice, writing or marking indicating
      such amendment, waiver or consent appears on the Registrable Securities or
      is
      delivered to such Holder.

     

    (c) Other
      Registration Rights.
      The
      Company may in the future grant registration rights that would permit any Person
      that is a third party the right to piggy-back on any Shelf Registration
      Statement; provided that if the Managing Underwriter, if any, of such offering
      notifies the Notice Holders that the total amount of securities which they
      and
      the holders of such piggy-back rights intend to include in any Shelf
      Registrations Statement is so large as to materially adversely affect the
      success of such offering (including the price at which such securities can
      be
      sold), then only the amount, the number or kind of securities to be offered
      for
      account of holders of such piggy-back rights will be reduced to the extent
      necessary to reduce the total amount of securities to be included in such
      offering to the amount, number or kind recommended by the Managing Underwriter
      prior to the reduction in the amount of Registrable Securities to be
      included.

    


    (d) Third
      Party Beneficiary.
      The
      holders of Registrable Securities shall be third party beneficiaries to the
      agreements made hereunder between the Company, on the one hand, and the Initial
      Purchasers, on the other hand, and shall have the right to enforce such
      agreements directly to the extent they may deem such enforcement necessary
      or
      advisable to protect its rights or the rights of holders of Registrable
      Securities hereunder.

    


    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    

    (e) Notices.
      All
      notices and other communications provided for or permitted hereunder shall
      be
      made in writing, shall be delivered by hand delivery, by telecopier, by courier
      guaranteeing overnight delivery or by first-class mail, return receipt
      requested, and shall be deemed given (i) when made, if made by hand delivery,
      (ii) upon confirmation, if made by telecopier (provided notice is also given
      by
      some other means permitted by this Section 10(e)), (iii) one Business Day after
      being deposited with such courier, if made by overnight courier, or (iv) on
      the
      date indicated on the notice of receipt, if made by first-class mail, to the
      parties as follows:

    


    
      	 	
              (x)

            	
              if
                to a Holder of Registrable Securities, at the address that appears
                in the
                security register maintained pursuant to the Indenture (in the case
                of
                holders of Notes) and at the address maintained by the Company’s transfer
                agent (in the case of holders of
                shares);

            


    

    


    
      	 	
              (y)

            	
              if
                to the Company, to:

            


    

    


    Acquicor
      Technology Inc.

    4910
      Birch Street, #102

    Newport
      Beach, CA 92660

    Attention:
      Secretary

    Telephone:
      (949) 759-3434

    Facsimile:
      (949) 266-9020

    


    with
      a
      copy to:

    


    Cooley
      Godward Kronish LLP

    101
      California Street, 5th Floor

    San
      Francisco, CA 92660

    Attention:
      Gian-Michele aMarca

    Facsimile:
      (415) 693-2222

    


    
      	
            	(z)	
              if
                to the Initial Purchasers, to (i) CRT Capital Group LLC, 262 Harbor
                Drive,
                Stamford, CT 06902, Attention: Christopher Chase and (ii) to Needham
&
                Company LLC, 3000 Sand Hill Road, B2 Suite 190, Menlo Park CA, 94025,
                Attention: Joseph Dews;

            


    

    


    with
      a
      copy to:

    


    Bingham
      McCutchen LLP

    150
      Federal Street

    Boston,
      MA 02110

    Attention:
      John R. Utzschneider

    Facsimile:
      (617) 951-8736

    


    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

    

    or
      to
      such other address as such person may have furnished to the other persons
      identified in this Section 10(e) in writing in accordance herewith.

    


    (f) Parties
      in Interest.
      The
      parties to this Agreement intend that all Holders of Registrable Securities
      shall be entitled to receive the benefits of this Agreement and that any Notice
      Holder shall be bound by the terms and provisions of this Agreement by reason
      of
      such election with respect to the Registrable Securities which are included
      in a
      Shelf Registration Statement. All of the terms and provisions of this Agreement
      shall be binding upon, shall inure to
      the
      benefit of and shall be enforceable by the respective successors and assigns
      of
      the parties hereto and any Holder from time to time of the Registrable
      Securities to the aforesaid extent. In the event that any transferee of any
      Holder of Registrable Securities shall acquire Registrable Securities, in any
      manner, whether by gift, bequest, purchase, operation of law or otherwise,
      such
      transferee shall, without any further writing or action of any kind, be entitled
      to receive the benefits of and, if a Notice Holder, be conclusively deemed
      to
      have agreed to be bound by and to perform all of the terms and provisions of
      this Agreement to the aforesaid extent.

    


    (g) Counterparts;
      Facsimile Signatures.
      This
      Agreement may be executed in any number of counterparts and by the parties
      hereto in separate counterparts, each of which when so executed shall be deemed
      to be an original and all of which taken together shall constitute one and
      the
      same agreement. Facsimile signatures shall constitute original signatures for
      all purposes of this Agreement.

    


    (h) Headings.
      The
      headings in this Agreement are for convenience of reference only and shall
      not
      limit or otherwise affect the meaning hereof.

    


    (i) Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York, without giving effect to any provisions relating to conflicts
      of law.

    


    (j) Severability.
      In the
      event that any one or more of the provisions contained herein, or the
      application thereof in any circumstances, is held invalid, illegal or
      unenforceable in any respect for any reason, the validity, legality and
      enforceability of any such provision in every other respect and of the remaining
      provisions hereof shall not be in any way impaired or affected thereby, it
      being
      intended that all of the rights and privileges of the parties hereto shall
      be
      enforceable to the fullest extent permitted by law.

    


    (k) Survival.
      The
      respective indemnities, agreements, covenants, representations, warranties
      and
      other provisions set forth in this Agreement or made pursuant hereto shall
      remain in full force and effect, regardless of any investigation (or any
      statement as to the results thereof) made by or on behalf of the Initial
      Purchasers, any Holder, or any officer, director, partner, employee,
      representative or agent of the Initial Purchasers or Holder, any agent or
      underwriter, any officer, director, partner, employee, representative or agent
      of such agent or underwriter, or any controlling person of any of the foregoing,
      and shall survive the transfer and registration of the Registrable Securities
      of
      such Holder.

    


    
      
        
        

      

      
        -21-

        
          

        

      

      
        
        

      

    

    11. Submission
      to Jurisdiction; Appointment of Agent for Service.

    


    The
      Company agrees that any suit, action or proceeding against the Company arising
      out of or based upon this Agreement or the transactions contemplated hereby
      may
      be instituted in any state or federal court in The City of New York, New York,
      and waives any objection which it may now or hereafter have to the laying of
      venue of any such proceeding, and irrevocably submits to the non-exclusive
      jurisdiction of such courts in any suit, action or proceeding. The Company
      expressly accepts the non-exclusive jurisdiction of any such court in respect
      of
      any such suit, action or proceeding. The Company agrees that a final judgment
      in
      any such proceeding brought in any such court shall be conclusive and binding
      thereupon and may be enforced
      in any other court in the jurisdiction to which the Company is or may be subject
      by suit upon such judgment.

    


    [Remainder
      of Page Intentionally Left Blank]

    


    
      
        
        

      

      
        -22-

        
          

        

      

      
        
        

      

    


    Please
      confirm that the foregoing correctly sets forth the agreement between the
      Company and you.

     

      	 	 	 
	 	
              Very
                truly yours,

               

              ACQUICOR TECHNOLOGY
                INC.

            
	 
 	 
 	 
 
	 	By:  	/s/ Gilbert
              F. Amelio
	 	
              
Name: Gilbert
              F. Amelio
	 	Title: Chairman
              and Chief Executive Officer


    

     

     

    Accepted
      as of the date hereof:

    


    CRT
      CAPITAL GROUP LLC

    


    By:
      /s/
      Christopher
      Chase                        


         
      Name: Christopher
      Chase                  


         
      Title: Managing
      Director                   



    


    


    


    NEEDHAM
      & COMPANY, LLC

    


    By:
      /s/
      Joseph
      Dews                                


          
      Name: Joseph
      Dews                         

          
      Title: Managing
      Director                  

    


    


    


    [Signature
      Page to Registration Rights Agreement]

    


    
      
        
        

      

      
        -23-

        
          

        

      

      
        
        

      

    

    


    APPENDIX
      A

    


    


    8%
      CONVERTIBLE
      SENIOR
      NOTES DUE 2011

    


    SELLING
      SECURITY HOLDER

    NOTICE
      AND QUESTIONNAIRE

    


    The
      undersigned beneficial holder (the “Selling Security Holder”) of 8%
      Convertible Senior
      Notes due 2011 (the “Notes”) of Acquicor Technology Inc. ( the “Company”) or
      shares of common stock, par value $0.0001, of the Company issuable upon
      conversion of the Notes (together with the Notes, the “Registrable Securities”),
      understands that the Company has filed or intends to file with the Securities
      and Exchange Commission (the “SEC”) a registration statement on Form S-3 (the
“Shelf Registration Statement”) for the registration and resale under Rule 415
      of the Securities Act of 1933, as amended (the “Securities Act”), of the
      Registrable Securities in accordance with the terms of the Registration Rights
      Agreement (the “Registration Agreement”), dated as of December 19, 2006 between
      the Company and the Initial Purchasers named therein. A copy of the Registration
      Agreement is available from the Company upon request at the address set forth
      below. All capitalized terms not otherwise defined herein shall have the meaning
      ascribed thereto in the Registration Agreement. 

    


    In
      order
      to sell or otherwise dispose of any Registrable Securities pursuant to the
      Shelf
      Registration Statement, a beneficial owner of Registrable Securities will be
      required to be named as a selling security holder in the related prospectus,
      deliver the prospectus to purchasers of Registrable Securities and be bound
      by
      those provisions of the Registration Agreement applicable to such beneficial
      owner (including certain indemnification provisions thereof). In order to have
      Registrable Securities included in the Shelf Registration Statement, this Notice
      and Questionnaire must be completed, executed and delivered to the Company
      at
      the address specified below ON
      OR BEFORE ●,
      2007.
      Beneficial owners of Registrable Securities who do not complete, execute and
      return this Notice and Questionnaire (i) will not be named as selling security
      holders in the Shelf Registration Statement and (ii) may not use the related
      prospectus for resales of Registrable Securities. Beneficial owners are
      encouraged to complete and deliver this Notice and Questionnaire prior to the
      effectiveness of the Shelf Registration Statement. 

     

    Certain
      legal consequences arise from being named as selling security holders in the
      Shelf Registration Statement and the related prospectus. Accordingly, holders
      and beneficial owners of Registrable Securities are advised to consult their
      own
      securities law counsel regarding the consequences of being named or not being
      named as a selling security holder in the Shelf Registration Statement and
      the
      related prospectus.

    


    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

     

    Election

    


    The
      undersigned Selling Security Holder of Registrable Securities hereby elects
      to
      include in the Shelf Registration Statement the Registrable Securities
      beneficially owned by it and listed below in Item (3) (unless otherwise
      specified under Item (3)). The undersigned, by signing and returning this
      Notice and Questionnaire, agrees to be bound by the terms and conditions of
      this
      Notice and Questionnaire and the Registration Agreement, including without
      limitation, Section 5 of the Registration Agreement, as if the undersigned
      were an original party thereto.

    


    Upon
      any
      sale of Registrable Securities pursuant to the Shelf Registration Statement,
      the
      undersigned agrees to deliver to the Company and the Trustee the Notice of
      Transfer (completed and signed) set forth on Exhibit 1 to this Notice and
      Questionnaire.

    


    The
      undersigned hereby provides the following information to the Company and
      represents and warrants that such information is accurate and
      complete:

    


    Questionnaire

    


    1.    (a)
      Full
      legal name of Selling Security Holder:

    


    ______________________________________________________________________________________

    


    (b)
      Full
      legal name of registered holder (if not the same as (a) above) through which
      Registrable Securities  listed
      in
      Item (3) below are held (if the Registrable Securities are held through a
      broker-dealer or other third  party
      and, as a result, you do not know the legal name of the registered holder,
      please complete Item (1)(c)  below):

    


    ______________________________________________________________________________________

    


    (c)
      Full
      legal name of broker-dealer or other third party through which Registrable
      Securities listed in Item  (3)
      below
      are held: 

    


    ______________________________________________________________________________________

    


    (d)
      Full
      legal name of DTC Participant (if applicable and if not the same as (b) or
      (c)
      above) through which  Registrable
      Securities listed in Item (3) below are held:

    


    ______________________________________________________________________________________

    


    (e)
      State
      whether the Selling Security Holder is a publicly-held entity or a subsidiary
      of
      a publicly-held  entity
      (i.e., an entity that has a class of securities registered under the Securities
      Exchange Act of 1934, as  amended):

    


    Yes
      ____
      No ____

    


    If
      a
      subsidiary of a publicly-held entity, please identify the publicly-held parent
      entity: ________________

    ______________________________________________________________________________________

    


    (f)
      State
      whether the Selling Security Holder is an investment company or a subsidiary
      of
      an investment  company
      registered under the Investment Company Act of 1940: 

    


    Yes
      ____
      No ____

    


    If
      a
      subsidiary of an investment company, please identify the investment company
      parent entity: ________

    ______________________________________________________________________________________

     

    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    

    
 

    (g)
      If
      you answered “No” to questions (e) and (f),
      state
      the number of natural persons, publicly-held  entities
      or investment companies who have or share voting or investment control over
      the
      Registrable  Securities:
      _________________.

    


    If
      your
      answer is 5 or fewer, please identify those natural persons, publicly-held
      entities or investment  companies:

    ______________________________________________________________________________________ 

    ______________________________________________________________________________________

    ______________________________________________________________________________________

    


    Please
      note that the SEC requires that these persons or entities be named in the
      prospectus.

    


    2.     Address
      for Notices to Selling Security Holder:

    ______________________________________________________________________________________

    ______________________________________________________________________________________

    Telephone:_____________________________________________________________________________

    Fax:
      __________________________________________________________________________________

    Contact
      Person:_________________________________________________________________________

    


    3.     Beneficial
      Ownership of Registrable Securities:

    


    Except
      as
      set forth below in this Item (3), the undersigned does not own any Notes or
      shares of common  stock
      issued upon conversion, repurchase or redemption of any Notes.

    


    Principal
      amount (or number of shares) of Registrable Securities beneficially owned:
      _________________

    ______________________________________________________________________________________

    


    CUSIP
      No(s). of such Registrable Securities beneficially owned:
      __________________________________

    


    Number
      of
      shares of common stock (if any) issued upon conversion, repurchase or redemption
      of  Registrable
      securities:
      ____________________________________________________________________

    


    Unless
      otherwise indicated in the space provided below, all Notes and all shares of
      common stock listed in  response
      to Item (3)(a) above, and all shares of common stock issuable upon conversion
      repurchase of  redemption
      of the Notes listed in response to Item (3)(a) above, will be included in the
      Shelf Registration  Statement.
      If the undersigned does not wish all such Notes or shares of common stock to
      be
      so included,  please
      indicate below the principal amount or the number of shares to be
      included:

    ______________________________________________________________________________________

    ______________________________________________________________________________________

    


    4.    Beneficial
      ownership of other securities of the Company owned by the Selling Security
      Holder:

    


    Except
      as set forth below in this Item (4), the undersigned is not the beneficial
      or
      registered owner of any  securities
      of the Company other than the Registrable Securities listed above in Item
      (3).

    


    (a)
      Type
      and amount of other securities of the Company beneficially owned by the Selling
      Security Holder:

    ______________________________________________________________________________________

    ______________________________________________________________________________________

    


    (b)
      CUSIP
      No(s). of such other securities of the Company beneficially owned:

    ______________________________________________________________________________________

    ______________________________________________________________________________________

    


    
      
        
        

      

      
        A-3

        
          

        

      

      
        
        

      

    

    


    5.     Relationship
      with the Company:

    


    Except
      as set forth below, neither the undersigned nor any of its affiliates, directors
      or principal equity  holders
      (5% or more) has held any position or office or has had any other material
      relationship with the  Company
      (or its predecessors or affiliates) during the past three
      years.

    


    State
      any
      exceptions here:

    ______________________________________________________________________________________

    ______________________________________________________________________________________

    


    6.    Plan
      of
      Distribution

    


    Except
      as set forth below, the undersigned (including its donees or pledgees) intends
      to distribute the Registrable Securities listed above in Item (3) pursuant
      to
      the Shelf Registration Statement only as follows (if at all): Such Registrable
      Securities may be sold from time to time directly by the undersigned or
      alternatively through underwriters or broker-dealers or agents. If the
      Registrable Securities are sold through underwriters or broker-dealers, the
      Selling Security Holder will be responsible for underwriting discounts or
      commissions. Such Registrable Securities may be sold in one or more transactions
      at fixed prices, at prevailing market prices at the time of sale, at varying
      prices determined at the time of sale, or at negotiated prices. Such sales
      may
      be effected in transactions (which may involve crosses or block transactions)
      (i) on any national securities exchange or quotation service on which the
      Registrable Securities may be listed or quoted at the time of sale, (ii) in
      the
      over-the-counter market, (iii) in transactions otherwise than on such exchanges
      or services or in the over-the-counter market, or (iv) through the writing
      of
      options. In connection with sales of the Registrable Securities or otherwise,
      the undersigned may enter into hedging transactions with broker-dealers, which
      may in turn engage in short sales of the Registrable Securities in the course
      of
      hedging positions they assume. The Selling Security holders may also sell
      Registrable Securities short and deliver Registrable Securities to close out
      such short positions, or loan or pledge Registrable Securities to broker-dealers
      that in turn may sell such securities. The Selling Security Holder may pledge
      or
      grant security interest in some or all of the Registrable Securities owned
      by it
      and, if it defaults in the performance of its secured obligations, the pledgees
      or secured parties may offer and sell the Registrable Securities from time
      to
      time pursuant to the prospectus. The Selling Security Holder also may transfer
      and donate shares in other circumstances in which case the transferees, donees,
      pledgees or other successors in interest will be the selling security holder
      for
      purposes of the prospectus.

    


    State
      any
      exceptions here:

    ______________________________________________________________________________________

    ______________________________________________________________________________________

    


    Note:
      In
      no event will such method(s) of distribution take the form of an underwritten
      offering of the  Registrable
      Securities without the prior agreement of the Company. 

    


    7.    (a)
      State
      whether the Selling Security Holder will enter into “hedging
      transactions.”

    


    Yes
      ____
      No ____

    


    If
      yes,
      you must provide a complete description of the hedging transactions into which
      the Selling Security  Holder
      will enter and the purpose of such hedging transactions. 

    ______________________________________________________________________________________

    ______________________________________________________________________________________

    ______________________________________________________________________________________

    ______________________________________________________________________________________

    


    
      
        
        

      

      
        A-4

        
          

        

      

      
        
        

      

    

    Please
      note that the SEC may deem short sales of securities covered by a registration
      statement prior  to
      the effectiveness of such registration statement as a violation of Section
      5 of
      the Securities Act.

    


    8.    (a)
      State
      whether the Selling Security Holder is a registered broker-dealer.

    


    Yes
      ____
      No ____

    


    (b)
      State
      whether the Selling Security Holder received the Registrable Securities as
      compensation for  underwriting
      activities and, if so, provide a brief description of the transaction(s)
      involved.

    


    Yes
      ____
      No ____

    


    ______________________________________________________________________________________

    ______________________________________________________________________________________

    


    The
      SEC requires that all Selling Security Holders that are broker-dealers and
      that
      did not receive the Registrable Securities as compensation for underwriting
      activities must be named as underwriters in the prospectus for the Registrable
      Securities. Selling Security Holders, including those named as underwriters,
      must deliver copies of the prospectus to purchasers at or prior to the time
      of
      any sale of the Registrable Securities.

    


    (c)
      State
      whether the Selling Security Holder is an affiliate of a registered
      broker-dealer and if so, list the  name(s)
      of the broker-dealer affiliate(s).

    


    Yes
      ____
      No ____

    


    ______________________________________________________________________________________

    ______________________________________________________________________________________

    


    If
      the answer is “Yes,” you must answer question (d) below.

    


    (d)
      If
      the Selling Security Holder is an affiliate of a registered
      broker-dealer:

    


    (i)
      Did
      the Selling Security Holder purchase the Registrable Securities in the ordinary
      course of business?
      

    


    Yes
      ____
      No ____

    


    If
      the
      answer is “No,” to question (i) state any exceptions below:

    


    ______________________________________________________________________________________

    ______________________________________________________________________________________

    


    (ii)
      At
      the time of the purchase of the Registrable Securities, did the Selling Security
      Holder have any
      agreements or understandings, directly or indirectly, with any person to
      distribute the Registrable
      Securities?

    


    Yes
      ____
      No ____

    


    If
      the
      answer is “Yes” to question (ii), state any exceptions below:

    


    ______________________________________________________________________________________

    ______________________________________________________________________________________

    


    
      
        
        

      

      
        A-5

        
          

        

      

      
        
        

      

    

    


    If
      the
      answer is “No” to question (i) or “Yes” to question (ii), you will be named as
      an underwriter in the  prospectus
      relating to the Registrable Securities. 

    


    ________________________________

    


    By
      signing below, the undersigned acknowledges that it understands its obligation
      to comply with the provisions of the Securities Exchange Act of 1934, as
      amended, and the rules and regulations thereunder relating to stock
      manipulation, particularly Regulation M thereunder (or any successor rules
      or
      regulations) and the provisions of the Securities Act, including without
      limitation those relating to prospectus delivery, in connection with any
      offering of Registrable Securities pursuant to the Shelf Registration Statement.
      The undersigned agrees that neither it nor any person acting on its behalf
      will
      engage in any transaction in violation of such provisions.

    


    In
      the
      event that the Selling Security Holder transfers all or any portion of the
      Registrable Securities listed in Item (3) above after the date on which such
      information is provided to the Company, the Selling Security Holder agrees
      to
      notify the transferee(s) at the time of the transfer of its rights and
      obligations under this Notice and Questionnaire and the Registration
      Agreement.

    


    In
      accordance with the undersigned’s obligation under the Registration Agreement to
      provide such information as may be required by law for inclusion in the Shelf
      Registration Statement, the undersigned agrees to promptly notify the Company
      of
      any inaccuracies or changes in the information provided herein that may occur
      subsequent to the date hereof at any time while the Shelf Registration Statement
      is required to remain effective. All notices hereunder and pursuant to the
      Registration Agreement shall be made in writing at the address set forth below.
      

    


    By
      signing below, the undersigned consents to the disclosure of the information
      contained herein in its answers to Items (1) through (8) above and the inclusion
      of such information in the Shelf Registration Statement and the related
      prospectus. The undersigned understands that such information will be relied
      upon by the Company in connection with the preparation or amendment of the
      Shelf
      Registration Statement and the related prospectus. 

    


    Once
      this
      Notice and Questionnaire is executed by the Selling Security Holder and received
      by the Company, the terms of this Notice and Questionnaire, and the
      representations and warranties contained herein, shall be binding on, shall
      inure to the benefit of and shall be enforceable by the respective successors,
      heirs, personal representatives and assigns of the Company and the Selling
      Security Holder (with respect to Registrable Securities beneficially owned
      by
      such Selling Security Holder and listed in Item (3) above). This agreement
      shall
      be governed in all respects by the laws of the State of New York. 

    


    IN
      WITNESS WHEREOF, the undersigned, by authority duly given, has caused this
      Notice and Questionnaire to be executed and delivered either in person or by
      its
      duly authorized agent.

    


    Beneficial
      Owner

    


    By:
      _______________________________________

    Name:
      _____________________________________

    Title:
      ______________________________________

    Dated:
      _____________________________________

    


    PLEASE
      RETURN THE COMPLETED AND EXECUTED 

    NOTICE
      AND QUESTIONNAIRE TO: 

    


    Acquicor
      Technology Inc. 

    4910
      Birch Street, Suite 102

    Newport
      Beach, California 92660

    Phone:  (949)
      759-3434

    Facsimile:  (949)
      266-9020

    Attention:  Corporate
      Secretary

     

    WITH
      A COPY TO:

    


    Cooley
      Godward Kronish llp

    101
      California Street, 5th
      Floor

    San
      Francisco, California 94111-5800

    Phone:
      (415) 693-2000

    Facsimile:
      (415)
      693-2222

    Attention:
      Gian-Michele a Marca

    


    
      
        
        

      

      
        A-6