0001193125-08-221153 Sample Contracts

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 31st, 2008 • Bank Hapoalim Bm • American depositary receipts

This Registration Rights Agreement (this “Agreement”) originally made on September 28, 2006 by and between TOWER SEMICONDUCTOR LTD.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 BANK LEUMI LE-ISRAEL B.M., a banking corporation organized under the laws of the State of Israel (the “Bank”), is hereby amended and restated by the parties on September 25, 2008.

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AMENDMENT NO. 1 to TAG ALONG AGREEMENT
Tag Along Agreement • October 31st, 2008 • Bank Hapoalim Bm • American depositary receipts

WHEREAS: TIC and the Bank are parties to a Tag Along Agreement dated September 28, 2006 (“the Tag Along Agreement”) with respect to the securities of Tower Semiconductor Ltd. (“Tower”); and

CONVERSION AGREEMENT
Conversion Agreement • October 31st, 2008 • Bank Hapoalim Bm • American depositary receipts • 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 BANK LEUMI LE-ISRAEL B.M., a banking corporation organized under the laws of the State of Israel (the “Bank”).

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