SHAREHOLDER RIGHTS AND RESTRICTIONS AGREEMENTShareholder Rights and Restrictions Agreement • November 23rd, 2011 • Tower Semiconductor LTD • Semiconductors & related devices • Delaware
This Agreement is made in connection with the Master Agreement, dated as of May 25, 2011, by and among Purchaser, Micron Japan, Ltd. (“MJP”), the Company and certain other parties (the “Master Agreement”), and the execution and delivery of this Agreement by the Company and the Purchaser is a condition to the consummation of the transactions contemplated by the Master Agreement by the parties thereto.
MASTER AGREEMENT BY AND AMONG MICRON TECHNOLOGY, INC. MICRON JAPAN, LTD. AND TOWER SEMICONDUCTOR LTD. May 25, 2011Master Agreement • November 23rd, 2011 • Tower Semiconductor LTD • Semiconductors & related devices • Delaware
THIS MASTER AGREEMENT (this “Agreement”) is made and entered into as of May 25, 2011 by and among Micron Technology, Inc., a Delaware corporation (“Micron”), Micron Japan, Ltd., a Japanese corporation and wholly owned subsidiary of Micron (“MJP” and collectively with Micron, the “Seller Group”) and Tower Semiconductor Ltd., an Israeli company (“Tower”). Micron, MJP, Tower and, upon execution and delivery of a Joinder Agreement substantially in the form attached hereto as Exhibit A (a “Joinder Agreement”), Newco (as hereinafter defined) and Acquisition Sub (as hereinafter defined), are referred to individually as a “Party” and collectively herein as the “Parties.”
CREDIT SUPPORT AND SUBORDINATION AGREEMENTCredit Support and Subordination Agreement • November 23rd, 2011 • Tower Semiconductor LTD • Semiconductors & related devices • Delaware
THIS CREDIT SUPPORT AND SUBORDINATION AGREEMENT (this “Agreement”) is made and entered into as of June 3, 2011, by and among Micron Technology, Inc., a Delaware corporation (“Micron”), Micron Japan, Ltd., a Japanese corporation and wholly owned subsidiary of Micron (“MJP” and, together with Micron, the “Micron Parties”), Tower Semiconductor Ltd., an Israeli company (“Tower”), Towerjazz Japan, Ltd. whose address is 302-2 Aza Oikenoue Hirano-cho Nishiwaki-shi Hyogo, Japan, a Japanese corporation and, from and after the Closing (as defined below) an indirect, wholly owned subsidiary of Tower (“Newco”), and Towerjazz Japan, Ltd. whose address is c/o DLA Piper Tokyo Partnership, Meiji Seimei Kan 7f, 1-1, Marunouchi 2-chome, Chiyoda-ku, Tokyo, Japan, a Japanese corporation and wholly owned subsidiary of Tower (“Acquisition Sub” and, together with Tower and Newco, the “Tower Parties”). Micron, MJP, Tower, Newco and Acquisition Sub are from time to time referred to herein individually as a “Pa
