0001144204-08-057206 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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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
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