AMENDMENT NO. 2 TO STANDBY EQUITY PURCHASE AGREEMENT
Exhibit 99.3
AMENDMENT NO.
2
TO
THIS AMENDMENT NO. 2
dated February 4, 2010 (this “Amendment No. 2”) to
the Standby Equity Purchase Agreement dated August 11, 2009, between YA GLOBAL MASTER SPV LTD., a
Cayman Islands exempt limited company (the “Investor”) and TOWER SEMICONDUCTOR LTD., a
corporation organized and existing under the laws of the State of
Israel (the “Company”), as amended
by Amendment Xx. 0 xxxxxxx xxxxx Xxxxxx 00, 0000 (xx so amended, the “Agreement”). Capitalized
terms used but not defined herein shall have the meanings given them in the
Agreement.
To date the Company has issued and sold
to the Investor an aggregate of $12,950,000 of its Ordinary Shares pursuant to
the Agreement. The offer and sale of these Ordinary Shares was registered under
the Company’s Registration Statement Number 333-148747, the Base Prospectus
included therein and Prospectus Supplements filed by the Company thereunder. The
amount of Ordinary Shares which may be offered under Registration Statement
Number 333-148747 is not sufficient to allow the continuation of Advances as
contemplated under the Agreement.
The
Company and the Investor wish to amend the Agreement to provide for
any future offer and sale by the Company, at the Company’s sole and
exclusive option, of Ordinary Shares pursuant to the Agreement, to be registered
under the Company’s recently effective Registration Statement on Form F-3
(Registration Number 333-163196).
NOW, THEREFORE, in
consideration of the premises and the mutual covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Investor and the Company hereby agree as
follows:
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1.
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Amendment.. Section 1.37
of the Agreement is hereby amended by deleting the words “(Registration
Number 333-148747)” and substituting therefor the words “(Registration
Number 333-163196)”.
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2.
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Miscellaneous.
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a.
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The
parties hereto acknowledge and agree that, other than as set forth in this
Amendment, the Agreement remains unchanged and in full force and
effect.
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b.
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This
Amendment may be executed in several counterparts, each of which will be
deemed to be an original and all of which will together constitute one and
the same instrument.
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IN WITNESS WHEREOF, the
parties hereto have caused this Amendment No. 2 to be executed by the
undersigned, thereunto duly authorized, as of the date first set forth
above.
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COMPANY:
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By:_____________________________
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Name:
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Title:
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INVESTOR:
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YA
Global Master SPV Ltd.
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By: Yorkville
Advisors, LLC
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Its: Investment
Manager
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By:_____________________________
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Name:
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Title:
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