Exhibit
      4.5

     

    Limited
      Waiver

     

    Whereas,
      Acquicor Technology, Inc.,
      a
      Delaware corporation (the “Company”),
      has
      entered into a Purchase Agreement (the “Purchase
      Agreement”)
      dated
      as of December 18, 2006 with CRT Capital Group LLC and Needham & Company,
      LLC (the “Initial
      Purchasers”)
      pursuant to which the Company intends to issue 8% Senior Convertible Notes
      Due
      2011 (the “Notes”);
      

     

    Whereas,
      the
      undersigned holders of the Company’s securities (each a “Holder”
and
      collectively, the “Holders”)
      may
      have certain piggy-back registration rights pursuant to (i) Section 2.2 of
      that
      certain Private Placement Unit Purchase Agreement dated March 8, 2006 among
      the
      Company, ThinkEquity Partners LLC and the purchasers on Exhibit A thereto;
      (ii) Section 7.2 of that certain Registration Rights Agreement dated March
      8,
      2006 among the Company and the insiders listed on Exhibit A thereto; or
      (iii) Section 5.2 of those certain Unit Purchase Options initially issued to
      ThinkEquity Partners, LLC in connection with the Company’s initial public
      offering (collectively, the “Piggy-Back
      Rights”);
      and

     

    Whereas,
      as
      a
      condition to the purchase of the Notes, the Company is required to enter into
      a
      registration rights agreement with the Initial Purchasers for the benefit of
      the
      holders of the Notes (the “New
      Rights Agreement”).

     

    Now,
      Therefore,
      in
      consideration of the benefits each Holder will receive from the purchase of
      the
      Notes as a holder of securities of the Company, each Holder, intending to be
      legally bound, hereby agrees as follows:

     

    1.    Waiver
      of Piggy-Back Rights. 
      Each
      Holder hereby waives any and all Piggy-Back Rights possessed by it in connection
      with any Shelf Registration Statement (as defined in the New Rights Agreement)
      or other registration statement filed with the Securities Exchange Commission
      pursuant to the New Rights Agreement.

     

    
      	
              2.

            	
              Miscellaneous.

            


    

     

    2.1 Binding Agreement.
      This
      Limited Waiver shall be immediately effective against each Holder upon delivery
      to the Company by such Holder of a counterpart signature page hereto, regardless
      of which other Holders have executed this Limited Waiver. The terms and
      conditions of this Limited Waiver shall inure to the benefit of and be binding
      upon the respective successors and assigns of the undersigned. Nothing in this
      Waiver, expressed or implied, is intended to confer upon any third party any
      rights or remedies hereunder, except as expressly provided herein.

     

    2.2 Governing
      Law.
      This
      Waiver shall be governed by and construed under the laws of the State of
      California, without giving effect to conflicts of laws principles.

     

    2.3 Entire
      Agreement.
      This
      Waiver constitutes the full and entire understanding and agreement with regard
      to the subject hereof and no party shall be liable or bound to any other party
      in any manner by any representations, warranties, covenants and agreements
      except as specifically set forth herein and therein.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    In
      Witness Whereof, the
      undersigned have executed this Limited Waiver as of December 18,
      2006.

    


    
      	
              ACQUICOR
                MANAGEMENT LLC

               

               

              By: 
                /s/
                Gilbert F. Amelio

              
                

              

              Name: Gilbert
                F. Amelio

              Title: Sole
                Manager

               

               

              /s/
                Harold L. Clark 
                

              

              HAROLD
                L. CLARK

               

               

              /s/
                John P. Kensey 
                

              

              JOHN
                P. KENSEY

               

               

              /s/
                Moshe I. Meidar 
                

              

              MOSHE
                I. MEIDAR

               

               

              /s/
                Paul Pittman 
                

              

              PAUL
                PITTMAN

            	
              THINKEQUITY
                PARTNERS LLC

               

               

              By: 
                /s/ Michael
                Moe

              
                

              

              Name:
                Michael Moe

              Title:
                Chairman
                and Chief Executive Officer

               

              WEDBUSH
                MORGAN SECURITIES, INC.

               

               

              By: 
                /s/
                Gary Wedbush

              
                

              

              Name: Gary
                Wedbush

              Title: Executive
                Vice President

               

              CRT
                CAPITAL GROUP LLC

               

               

              By: 
                /s/
                Christopher Chase

              
                

              

              Name: Christopher
                Chase

              Title: Managing
                Director

               

              GUNN
                ALLEN FINANCIAL, INC.

               

               

              By: 
                /s/
                Dean G. Tanella

              
                

              

              Name: Dean
                G. Tanella

              Title: EVP,
                Capital Markets Group