SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 15th, 2007 • Tower Semiconductor LTD • Semiconductors & related devices • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 14, 2007, among Tower Semiconductor Ltd., an Israeli corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 15th, 2007 • Tower Semiconductor LTD • Semiconductors & related devices
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, by and among the Company and the Purchasers (the “Purchase Agreement”).
SERIES I WARRANT To Purchase __________ Ordinary Shares of TOWER SEMICONDUCTOR LTD.Security Agreement • March 15th, 2007 • Tower Semiconductor LTD • Semiconductors & related devices
THIS SERIES I WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the fifth (5th) anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Tower Semiconductor Ltd., an Israeli corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of ordinary shares, par value NIS 1.00 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
ContractRegistration Rights Agreement • March 15th, 2007 • Tower Semiconductor LTD • Semiconductors & related devices
Schedule 6(b) to the Registration Rights Agreement by and among Tower Semiconductor Ltd. (the “Company”) and the Purchasers (as defined therein), dated March 15, 2007.
SERIES II WARRANT To Purchase __________ Ordinary Shares of TOWER SEMICONDUCTOR LTD.Security Agreement • March 15th, 2007 • Tower Semiconductor LTD • Semiconductors & related devices
THIS SERIES II WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the Termination Date but not thereafter, to subscribe for and purchase from Tower Semiconductor Ltd., an Israeli corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of ordinary shares, par value NIS 1.00 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). “Termination Date” shall mean the later of (i) December 31, 2007 and (ii) 90 days after the Effective Date (as defined in the Purchase Agreement) of the Registration Statement; provided, however, that if at any time after the Effective Date the Registration State
