SHARE PURCHASE AGREEMENT
BETWEEN
ALLIANCE SEMICONDUCTOR CORPORATION
AND
TOWER SEMICONDUCTOR
AGREEMENT (this "Agreement"), dated as of August 29, 2000, by and between
Alliance Semiconductor Corporation ("Alliance") and Tower Semiconductor Ltd.
("Company").
RECITALS
WHEREAS on July 4, 2000, SanDisk Corporation ("SanDisk") and the Company entered
into a Share Purchase Agreement in the form attached as Exhibit A hereto (the
"SPA") , an Additional Purchase Obligation Agreement in the form attached as
Exhibit B hereto (the "APOA), and agreed to enter into an Escrow Agreement and a
Registration Rights Agreement in substantially the same form as Exhibits C and E
to the SPA , all upon the terms and conditions detailed therein (collectively,
the "SD Transaction Agreements"); and
WHEREAS Alliance desires to purchase and the Company desires to issue and sell
to Alliance Ordinary Shares of the Company (the "Shares") pursuant to
substantially the same terms and conditions as set forth in the SD Transaction
Agreements.
NOW, THEREFORE, in consideration of the premises and the covenants hereinafter
contained, it is agreed as follows:
1. Capitalized terms used and not defined herein shall have the
meanings set forth in the SD Transaction Agreements.
2. Immediately effective upon the signing of this Agreement, (a) the terms and
conditions of the SD Transaction Agreements shall be binding on Alliance and
shall be incorporated by reference herein [(except for the Escrow Agreement
which shall be separately entered into in the form to be agreed upon by the
parties hereto)] and (b) Alliance shall be deemed a "Buyer" and/or "S" and/or
"Holder", as those terms are used therein. All references in the SD Transaction
Documents to the "date hereof' shall mean the date of this Agreement.
3. Notwithstanding the provisions of Section 2 and for the purposes of this
Agreement and Alliance's participation in the hereby contemplated transactions,
the parties hereto agree as follows:
3.1 The definition of "Shares" in the Recitals of the SPA shall reflect
that 666,667 Shares are being purchased by Alliance.
3.2 The term "Buyer" referenced in Section I of the SPA under the
definition of "Steering Committee" shall be limited to SanDisk or any
of its permitted assignees.
3.3 The "purchase price" for the Shares to be purchased by Alliance which
is referenced in Section 2.2 of the SPA shall be $30 per share
representing an aggregate purchase price of $20,000,000.
3.4 The following shall be added to the end of Section 2.4
of the SPA:
"Concurrently with the execution of the Agreement between Alliance
and the Company, TIC and Alliance will execute and enter into the
Agreement in the form of Exhibit D attached hereto."
3.5 The term "Buyer" referenced in the first sentence of Section 5.6.3 of
the SPA shall be limited to SanDisk or any of its permitted
assignees.
3.6 The term "Buyer" referenced in Section 5.6.4. of the
SPA shall be limited to SanDisk or any of its permitted
assignees.
3.7 In Section 5.7 of the SPA, the word "Alliance's, " shall be inserted
before the word "TIC's."
3.8 Satisfaction of the condition to Closing set forth in Section 7.3
shall be determined exclusively by SanDisk or its permitted
assignees.
3.9 The term "Buyer" referenced in Section 7.17 of the SPA shall be
limited to SanDisk or any of its permitted assignees.
3.10 The term "Buyer" referenced in Section 8, inclusive of all
subsections thereto, shall mean SanDisk and Alliance, separately and
not jointly, as the case may be. For the avoidance of all doubt, a
failure on the part of SanDisk or Alliance to satisfy any of the
conditions to closing thereto shall not entitle Tower to elect not to
close the SPA with the other party.
3.11 The terms "Buyer" and "Buyer Indemnified Persons" referenced in
Section 10, inclusive of all subsections thereto, shall mean SanDisk
and Alliance, separately and not jointly, as the case may be.
3.12 The term "Buyer" referenced in Section 11.2 of the SPA shall be
limited to SanDisk or any of its permitted assignees.
3.13 The term "Buyer" referenced in Section 11.3 of the SPA shall be
limited to SanDisk or any of its permitted assignees.
3.14 The term "Buyer" referenced in Section 11.4 of the SPA shall be
limited to SanDisk or any of its permitted assignees.
3.15 The term "Buyer" referenced in the second sentence of Section 11.5 of
the SPA shall be limited to SanDisk or any of its permitted
assignees.
3.16 The Company and SanDisk have amended Section 11.7 of the SPA, by a
Side Letter Agreement dated August 29, 2000, restricting certain of
the pre-emptive rights set forth therein, and Alliance hereby agrees
to be subject to the terms of this amendment.
3.17 The amount of "Shares" referenced in the Recitals of the APOA shall
be adjusted to reflect the transactions contemplated hereby.
3.18 The amount of "A Additional Purchase Obligations" referenced in
Section 2.1.1 of the APOA and which are to be issued and delivered to
Alliance pursuant to this Agreement shall be 1,833,335 Ordinary
Shares.
3.19 The "Exercise Price" for the Additional Purchase Obligations to be
purchased by Alliance pursuant to the APOA shall be $30 per
additional purchase obligation.
3.20 Sections 2.12, 2.1.3 and 3.2.2 of the APOA and all references to the
"B Additional Purchase Obligations" in the APOA shall not be
applicable to Alliance.
3.21 Each Series A Additional Purchase Obligation referenced in Section
2.2 of the APOA shall contain Additional Purchase Obligations to
purchase up to an aggregate of 366,667 Ordinary Shares of the
Company.
3.22 The final form of Registration Rights Agreement shall be revised to
reflect Alliance's participation in the transactions contemplated by
the Registration Rights Agreement on a pari passu basis with the
rights of SanDisk.
4. Additional addresses for notices to be sent pursuant to Sections 12.4 of the
SPA and 8.4 of the APOA, shall be as follows:
Alliance Semiconductor Corporation
2575 Augustine Drive
Santa Clara, California 95054
Attn: Bradley Perkins
Tel: (408) 855-4900
Fax: (408) 855-4999
5. Concurrent with the execution of this Agreement, the parties shall execute
and enter into the Foundry Agreement in the form of Exhibit C hereto.
6. Neither party may assign any of its rights under this Agreement without the
prior consent of the other parties, except that Alliance may assign any of its
rights under this Agreement to any wholly owned Subsidiary of Alliance or to any
Subsidiary which is wholly owned other than a nominal interest, so long as such
ownership shall be maintained. Additionally, should Alliance reorganize into
separate investment and manufacturing Companies, because of issues with the
United States Investment Company Act of 1940, Company will allow Alliance to
assign this Agreement, as well as the other agreements between the parties, to
the reorganized companies as necessary, as long as after such an assignment, the
Company will still be dealing with the same parties as it originally intended to
deal with. Subject to the two preceding sentences, this Agreement will apply to,
be binding in all respects upon, and inure to the benefit of the successors and
permitted assigns of the parties. Nothing expressed or referred to in this
Agreement will be construed to give any Person other than the parties to this
Agreement any legal or equitable right, remedy, or claim under or with respect
to this Agreement or any provision of this Agreement. This Agreement and all of
its provisions and conditions are for the sole and exclusive benefit of the
parties to this Agreement and their successors and assigns.
7. This Agreement may be executed in one or more counterparts.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first above written.
Alliance Semiconductor Corporation Tower Semiconductor Ltd.
By: /s/ N. Damodar Reddy By: /s/ Yoav Nissan-Cohen
N. Damodar Reddy Yoav Nissan-Cohen
President and CEO Title: Co-CEO