0001178913-07-000018 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 3rd, 2007 • Ampal-American Israel Corp • Investors, nec • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 28, 2006, by and among Ampal-American Israel Corporation, a company formed under the laws Israel (the “Company”) and the investors signatory hereto (each a “Investor” and collectively, the “Investors”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 3rd, 2007 • Ampal-American Israel Corp • Investors, nec • New York

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.

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