Israel Corp LTD Sample Contracts

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 14th, 2008 • Israel Corp LTD • Wholesale-misc durable goods

This Registration Rights Agreement (this “Agreement”) was made on September 28, 2006 by and between TOWER SEMICONDUCTOR LTD. (the “Company” or “Tower”), a company organized under the laws of the State of Israel, and ISRAEL CORPORATION LTD., a corporation organized under the laws of the State of Israel ("TIC" or the “Investor”) and is hereby amended and restated by the parties on September 25, 2008.

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TAG ALONG AGREEMENT
Tag Along Agreement • October 23rd, 2006 • Israel Corp LTD • Wholesale-misc durable goods • Tel-Aviv

WHEREAS: Tower Semiconductor Ltd. ("Tower") is an independent manufacturer of wafers whose ordinary shares are traded on the Nasdaq National Market ("Nasdaq") under the symbol "TSEM" and whose ordinary shares and certain other securities are traded on the Tel-Aviv Stock Exchange ("TASE") under the symbol "TSEM" and TIC is the largest shareholder of Tower; and

AGREEMENT
Agreement • October 23rd, 2006 • Israel Corp LTD • Wholesale-misc durable goods • Tel-Aviv

This Agreement (this “Agreement”) is made and entered into effective as of September 28, 2006 by and between each of the parties listed in the Schedule hereto, severally, of the one part ( the “Lead Investors”), and Bank Leumi Le–Israel B.M., a banking corporation organized under the laws of the State of Israel (the “Bank”) of the other part.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 14th, 2008 • Israel Corp LTD • Wholesale-misc durable goods

This Securities Purchase Agreement (the “Agreement”) is made and entered into effective as of September 25, 2008 by and between TOWER SEMICONDUCTOR LTD. (the “Company” or “Tower”), a company organized under the laws of the State of Israel and ISRAEL CORPORATION LTD., a company organized under the laws of the State of Israel (the “Purchaser”).

CONVERSION AGREEMENT
Conversion Agreement • October 14th, 2008 • Israel Corp LTD • Wholesale-misc durable goods • Tel-Aviv

This Conversion Agreement (this “Agreement”) is made and entered into effective as of September 25 2008 by and between TOWER SEMICONDUCTOR LTD. (the “Company” or “Tower”), a company organized under the laws of the State of Israel and ISRAEL CORPORATION LTD., a corporation organized under the laws of the State of Israel ( “TIC”).

Fee Letter
Securities Purchase Agreement • October 14th, 2008 • Israel Corp LTD • Wholesale-misc durable goods
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 23rd, 2006 • Israel Corp LTD • Wholesale-misc durable goods

This Securities Purchase Agreement (the “Agreement”) is made and entered into effective as of August 24, 2006 by and between TOWER SEMICONDUCTOR LTD. (the “Company” or “Tower”), a company organized under the laws of the State of Israel and ISRAEL CORPORATION LTD., a company organized under the laws of the State of Israel (the “Purchaser”).

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