0001178913-10-000332 Sample Contracts

STANDBY EQUITY PURCHASE AGREEMENT
Standby Equity Purchase Agreement • February 5th, 2010 • Tower Semiconductor LTD • Semiconductors & related devices • New York

THIS AGREEMENT dated as of the 11th day of August 2009 (this “Agreement”) between YA GLOBAL MASTER SPV LTD., a Cayman Islands exempt limited partnership (the “Investor”), and TOWER SEMICONDUCTOR LTD., a corporation organized and existing under the laws of the State of Delaware (the “Company”).

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AMENDMENT NO. 1 TO STANDBY EQUITY PURCHASE AGREEMENT
Standby Equity Purchase Agreement • February 5th, 2010 • Tower Semiconductor LTD • Semiconductors & related devices

THIS AMENDMENT NO. 1 (the “Amendment”) to the Standby Equity Purchase Agreement (the “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”) is dated August 27, 2009. Capitalized terms used but not defined herein shall have the meaning given thereto in the Agreement.

AMENDMENT NO. 2 TO STANDBY EQUITY PURCHASE AGREEMENT
Standby Equity Purchase Agreement • February 5th, 2010 • Tower Semiconductor LTD • Semiconductors & related devices

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 No. 1 thereto dated August 27, 2009 (as so amended, the “Agreement”). Capitalized terms used but not defined herein shall have the meanings given them in the Agreement.

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