SHAREHOLDERS AGREEMENT
BETWEEN
ALLIANCE SEMICONDUCTOR CORPORATION
AND
THE ISRAEL CORPORATION
AGREEMENT (the "Agreement"), dated as of August 29, 2000, by and among Alliance
Semiconductor Corporation ("Alliance") and The Israel Corporation ("TIC").
RECITALS
WHEREAS Alliance has entered into an Agreement with Tower Semiconductor Ltd.
dated August 29, 2000, in the form attached hereto as Exhibit A; and
WHEREAS on August 13, 2000, TIC and SanDisk Corporation entered into a
shareholders agreement (the "Shareholders Agreement") in the form attached as
Exhibit B hereto; and
WHEREAS Alliance and TIC have agreed to enter into this Agreement.
NOW, THEREFORE, in consideration of the premises and the covenants hereinafter
contained, it is agreed as follows:
1. Capitalized terms used and not defined herein shall have the
meanings set forth in the Shareholders Agreement.
2. Immediately effective upon the signing of this Agreement, the terms and
conditions of the Shareholders Agreement as applicable to the term "Shareholder"
thereto shall be binding on Alliance and shall be incorporated by reference
herein.
3. Notwithstanding the provisions of Section 2 and for the
purposes of this Agreement, the parties hereto agree as follows:
a. In Section 1 (e) of the Shareholders Agreement (Definition of the term
"Shareholders"), the word "Alliance" shall be inserted before the words
"S, I".
b. One of the Wafer Partners referred to in section 2.1.1.
(e) shall be Alliance which shall be entitled to appoint 1
nominee as long as Alliance and its Permitted Transferees
hold at least 5% of the outstanding Shares.
c. Alliance undertakes upon itself for as long as it is entitled to
nominate a director to the Board of Directors, as specified above, not to
nominate to the Board of Directors of the Company a director who is an
employee or consultant of the Company.
d. The limitations set forth in section 3.1 shall apply to
Alliance and its Permitted Transferees.
Alliance shall be added to section 7.
The words "Share Purchase Agreement" appearing in section 8 shall be
replaced with the words "Agreement between Alliance and the Company dated
August 29, 2000.
Notices to be sent to Alliance pursuant to section 9.4 shall be to the
following address:
Alliance Semiconductor Corporation.
0000 Xxxxxxxxx Xxxxx
Xxxxx Xxxxx, Xxxxxxxxxx 00000
Attn: Xxxxxxx Xxxxxxx
Tel: (000) 000-0000
Fax: (000) 000-0000
viii.The word "S" appearing twice in the second line of Section 9.9 shall
be replaced with the word "Alliance".
4. This Agreement may be executed in one or more counterparts.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first above written.
Alliance Semiconductor Corporation The Israel Corporation
By: /s/ N. Xxxxxxx Xxxxx By: /s/ Xxxxx Xxxxx
N. Xxxxxxx Xxxxx Xxxxx Xxxxx
President and CEO Title: President and CEO
