REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") made as of the 1st day of March 2004 by and between
Camtek Ltd., an Israeli company (the "Company") and Priortech Ltd., an Israeli company ("Priortech").
W I T N E S S E T H:
WHEREAS, Priortech, which owns approximately 78% of the issued and outstanding share capital of the Company, is a
"controlling shareholder" of the Company as defined in the Israeli Companies Law, 5759-1999 (the "Companies Law");
WHEREAS, The Company wishes to expand its shareholder base and the liquidity of its traded shares, and to provide an
incentive for Priortech to limit sales of its Ordinary Shares (as defined below) to offerings conducted in an organized manner;
WHEREAS, is willing to sell some of its Ordinary Shares from time to time, but may be subject to certain restrictions with
respect to such sales by it; and
WHEREAS, Priortech and the Company desire to set forth certain matters regarding the registration rights of Priortech with
respect to the Ordinary Shares held by it, subject to the approval of the Company's shareholders.
NOW, THEREFORE, in consideration of the mutual promises and covenants hereinafter set forth, the parties hereby agree
1. Definitions. As used herein, the following terms have the following meanings:
" Demanding Holder " means a holder of Ordinary Shares (other than a Holder) whose exercise of a demand registration
right is the cause of the relevant registration.
" Effective Date " means the date on which this Agreement shall be approved by the Company's shareholders as
required by the Companies Law.
" Holder " means any holder of outstanding Registrable Shares.
" Initiating Holders " means Holders holding at least twenty-five percent (25%) of the Registrable Shares then
outstanding and not previously registered pursuant to this Agreement.
" Ordinary Shares " means ordinary shares, nominal value NIS