WITNESSETHExchange Agreement • December 18th, 1996 • Bank Hapoalim Bm • Canned, fruits, veg, preserves, jams & jellies • New York
AND OWNERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY RECEIPTS Amended and Restated Deposit Agreement Dated as of _________________, 2006Deposit Agreement • March 17th, 2006 • Bank Hapoalim Bm • New York
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration 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This Registration Rights Agreement (this “Agreement”) originally made on September 28, 2006 by and between TOWER SEMICONDUCTOR LTD.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.
ContractBank Hapoalim Bm • March 11th, 2015 • American depositary receipts
THIS WARRANT HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (“THE ACT”), OR ANY U.S. STATE OR OTHER JURISDICTION’S SECURITIES LAWS. THIS WARRANT, AND THE SECURITIES ISSUABLE PURSUANT THERETO, MAY NOT BE SOLD, OFFERED FOR SALE OR PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT UNDER THE ACT WITH RESPECT TO THIS WARRANT OR THE SECURITIES ISSUABLE PURSUANT THERETO OR AN OPINION OF COUNSEL (REASONABLY SATISFACTORY TO THE COMPANY) THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF THE ACT OR ON THE TEL-AVIV STOCK EXCHANGE IN COMPLIANCE WITH REGULATION S UNDER THE ACT.
AN AGREEMENTReal Estate Agreement • May 13th, 1999 • Bank Hapoalim Bm • Tel-Aviv
TAG ALONG AGREEMENTTag Along Agreement • October 10th, 2006 • Bank Hapoalim Bm • American depositary receipts • Tel-Aviv
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:
AMENDMENT NO. 1 to TAG ALONG AGREEMENTTag 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
AGREEMENTAgreement • October 10th, 2006 • Bank Hapoalim Bm • American depositary receipts • Tel-Aviv
This Agreement (this “Agreement”) is made and entered into effective as of September 28, 2006 by and between each of the parties listed in the Schedule hereto, severally, of the one part ( the “Lead Investors”), and Bank Leumi Le–Israel B.M., a banking corporation organized under the laws of the State of Israel (the “Bank”) of the other part.
CONVERSION AGREEMENTConversion 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”).
CONVERSION AGREEMENTConversion Agreement • October 10th, 2006 • Bank Hapoalim Bm • American depositary receipts • Tel-Aviv
This Conversion Agreement (this “Agreement”) is made and entered into effective as of September 28th, 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”).
LOAN ASSIGNMENT AGREEMENTLoan Assignment Agreement • July 27th, 2005 • Bank Hapoalim Bm • Radio & tv broadcasting & communications equipment
Dated June 23, 2005 by and among Bank Hapoalim B.M. of 50 Rothschild Boulevard, Tel-Aviv 66883, Israel (“Bank”), and York Capital Management, for and on behalf of accounts managed by it, of 390 Park Avenue, New York, NY 10022, United States (the “Purchaser”). Each of the Bank and Purchaser is hereinafter referred to as a “Party” and collectively the “Parties”.
ContractBank Hapoalim Bm • September 25th, 2007 • American depositary receipts
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE SECURITIES ACT”) AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT COVERING THIS WARRANT AND/OR SUCH SECURITIES, OR THIS WARRANT OR SUCH SECURITIES ARE SOLD ON THE TEL-AVIV STOCK EXCHANGE IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, OR THE HOLDER RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THE WARRANT AND/OR SUCH SECURITIES SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE OR FOREIGN LAW.
FIRST AMENDMENT to AMENDED AND RESTATED WARRANT ORIGINALLY ISSUED ON DECEMBER 11, 2003Bank Hapoalim Bm • June 18th, 2013 • American depositary receipts
FIRST AMENDMENT to a WARRANT ISSUED ON DECEMBER 11, 2003Bank Hapoalim Bm • October 10th, 2006 • American depositary receipts
SECOND AMENDMENT to AMENDED AND RESTATED WARRANT ORIGINALLY ISSUED ON DECEMBER 11, 2003Bank Hapoalim Bm • March 11th, 2015 • American depositary receipts
FIRST AMENDMENT to a WARRANT ISSUED ON AUGUST 4, 2005Bank Hapoalim Bm • October 10th, 2006 • American depositary receipts
FIRST AMENDMENT to AMENDED AND RESTATED WARRANT ORIGINALLY ISSUED ON SEPTEMBER 10, 2007Bank Hapoalim Bm • June 18th, 2013 • American depositary receipts
SECOND AMENDMENT to AMENDED AND RESTATED WARRANT ORIGINALLY ISSUED ON SEPTEMBER 10, 2007Bank Hapoalim Bm • March 11th, 2015 • American depositary receipts
to WARRANT ISSUED ON SEPTEMBER 1, 2011Bank Hapoalim Bm • March 11th, 2015 • American depositary receipts
Amended and Restated Deposit Agreement dated as of _______, 2006 (the York, as Depositary, and the Owners and Beneficial Owners of American Depositary ReceiptsBank Hapoalim Bm • March 17th, 2006
We refer to the Deposit Agreement. Capitalized terms defined in the Deposit Agreement and not otherwise defined herein are used herein as defined in the Deposit Agreement.
ContractBank Hapoalim Bm • September 25th, 2007 • American depositary receipts
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE SECURITIES ACT”) AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT COVERING THIS WARRANT AND/OR SUCH SECURITIES, OR THIS WARRANT OR SUCH SECURITIES ARE SOLD ON THE TEL AVIV STOCK EXCHANGE IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, OR THE HOLDER RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THE WARRANT AND/OR SUCH SECURITIES SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE OR FOREIGN LAW.
to AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 11th, 2015 • Bank Hapoalim Bm • American depositary receipts
FIRST AMENDMENT to a WARRANT ISSUED ON AUGUST 4, 2005Bank Hapoalim Bm • October 10th, 2006 • American depositary receipts
FIRST AMENDMENT to a WARRANT ISSUED ON DECEMBER 11, 2003Bank Hapoalim Bm • October 10th, 2006 • American depositary receipts
THE BANK OF NEW YORK New York, New York 10286 Side LetterBank Hapoalim Bm • March 17th, 2006
Reference is made to Amended and Restated Deposit Agreement dated as of _______, 2006, among Bank Hapoalim B.M. (the "Company"), The Bank of New York (the "Depositary"), and all Owners and Beneficial Owners from time to time of American Depositary Receipts issued thereunder. Such agreement is referred to herein as the "Deposit Agreement."
SHARE OPTION AGREEMENTShare Option Agreement • July 27th, 2005 • Bank Hapoalim Bm • Radio & tv broadcasting & communications equipment
Dated _________, 2005 by and among Bank Hapoalim B.M. of 41 Rothschild Boulevard, Tel-Aviv 66883, Israel (“Bank”), and York Capital Management, for and on behalf of accounts managed by it, of 390 Park Avenue, New York, NY 10022, United States (the “Purchaser”). Each of the Bank and Purchaser is hereinafter referred to as a “Party” and collectively the “Parties”.
to AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 14th, 2011 • Bank Hapoalim Bm • American depositary receipts
for: TOWER SEMICONDUCTOR LTD. for: BANK HAPOALIM B.M. By: /s/ Tziona Shriki By: /s/ Erez Francis Name: Tziona Shriki Name: Erez Francis Title: Title:
FIRST AMENDMENT to WARRANT ISSUED ON SEPTEMBER 1, 2011Bank Hapoalim Bm • June 18th, 2013 • American depositary receipts
JOINT FILING AGREEMENTJoint Filing Agreement • October 10th, 2006 • Bank Hapoalim Bm • American depositary receipts
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to ordinary shares, NIS 1.00 par value per share, of Tower Semiconductor Ltd., and further agree that this agreement (“this Joint Filing Agreement”) be included as an exhibit to such joint filing.
