ESCROW AGREEMENT dated as of August 14, 2000, between SanDisk Corporation, a Delaware corporation, (the
“Purchaser”), Tower Semiconductor Ltd., an Israeli corporation (the “Company”) and Union Bank of California, N.A., as escrow
agent (the “Escrow Agent”).
WHEREAS, Purchaser and the Company have entered into a Share Purchase Agreement, dated July 4, 2000 (the “SPA”),
pursuant to which the Purchaser shall, subject to the terms and conditions of the SPA, purchase from the Company 866,551 of
the Company’s ordinary shares, par value NIS1.00 per share, as may be adjusted pursuant to the terms of the SPA (the
“Shares”) in consideration for an aggregate purchase price of $20,000,000 (the “Purchase Price”); and
WHEREAS, pursuant to Section 2 of the SPA, the Purchase Price (as defined in the SPA) is to be deposited in escrow
pursuant to the terms and conditions of this Agreement; and
WHEREAS, pursuant to Section 2 of the SPA, at the Closing (as defined in the SPA), subject to the fulfillment of all closing
conditions under the SPA, the Purchase Price will be released from escrow to the Company in accordance with the terms hereof.
NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, and upon the terms and
subject to the conditions hereinafter set forth, the parties agree as follows:
1. Appointment of Escrow Agent. The Company and the Purchaser hereby appoint Union Bank of California, N.A. as
escrow agent with respect to the Purchase Price and the Escrow Agent accepts such appointment, all upon the terms and
conditions set forth herein.
2. Deposit into Escrow Account. Promptly following the execution and delivery of this Agreement, the Purchaser shall
cause to be deposited with the Escrow Agent, and upon such deposit the Escrow Agent shall acknowledge receipt of,
$20,000,000 (such funds together with any income earned thereon pursuant to Section 4 hereof after pay