0001178913-06-001897 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 23rd, 2006 • Israel Corp LTD • Wholesale-misc durable goods

This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of 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 ISRAEL CORPORATION LTD., a corporation organized under the laws of the State of Israel (“TIC” or the “Investor”).

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TAG ALONG AGREEMENT
Tag Along Agreement • October 23rd, 2006 • Israel Corp LTD • Wholesale-misc durable goods • Tel-Aviv

WHEREAS: Tower Semiconductor Ltd. ("Tower") is an independent manufacturer of wafers whose ordinary shares are traded on the Nasdaq National Market ("Nasdaq") under the symbol "TSEM" and whose ordinary shares and certain other securities are traded on the Tel-Aviv Stock Exchange ("TASE") under the symbol "TSEM" and TIC is the largest shareholder of Tower; and

AGREEMENT
Agreement • October 23rd, 2006 • Israel Corp LTD • Wholesale-misc durable goods • 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.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 23rd, 2006 • Israel Corp LTD • Wholesale-misc durable goods

This Securities Purchase Agreement (the “Agreement”) is made and entered into effective as of August 24, 2006 by and between TOWER SEMICONDUCTOR LTD. (the “Company” or “Tower”), a company organized under the laws of the State of Israel and ISRAEL CORPORATION LTD., a company organized under the laws of the State of Israel (the “Purchaser”).

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