8-A












EXHIBIT 4.4  



ASSUMPTION AGREEMENT  



        This
Assumption Agreement (this “Assumption Agreement”) is entered into as of
September 19, 2008, by and among Jazz Technologies, Inc. (previously named Acquicor
Technology Inc.), a Delaware corporation (the “Company”), Tower Semiconductor
Ltd., an Israel company (“Parent”), and Continental Stock Transfer &
Trust Company, a New York corporation (the “Warrant Agent”).  



        WHEREAS,
the Company and the Warrant Agent are parties to that certain Warrant Agreement dated as
of March 15, 2006 (as clarified by that certain Warrant Clarification Agreement dated as
of November 9, 2006, the “Warrant Agreement”; capitalized terms used but
not otherwise defined herein shall have the meanings given to such terms in the Warrant
Agreement); 



        WHEREAS,
Parent, Armstrong Acquisition Corp., a Delaware corporation and a wholly owned subsidiary
of Parent (“Merger Sub”), and the Company are parties to that certain
Agreement and Plan of Merger and Reorganization dated as of May 19, 2008 (the
“Merger Agreement”), pursuant to which, subject to the terms and
conditions set forth therein, Merger Sub has agreed to merge with and into the Company,
with the Company being the surviving corporation and a wholly owned subsidiary of Parent
(the “Merger”); 



        WHEREAS,
pursuant to the Merger Agreement, at the effective time of the Merger (the
“Effective Time”), by virtue of the Merger and without any further action
on the part of Parent, Merger Sub, the Company or any stockholder of the Company, each
share of Common Stock outstanding immediately prior to the Effective Time shall be
converted into the right to receive 1.8 ordinary shares, par value NIS 1.00 per share, of
Parent (“Parent Ordinary Shares”); and 



        WHEREAS,
pursuant to Section 4.4 of the Warrant Agreement and Section 4.9(b) of the Merger
Agreement, upon the Effective Time, each outstanding Warrant will be assumed by Parent and
will continue to have, and be subject to, the same terms and conditions of such Warrant
immediately prior to the Effective Time, except that, in accordance with Section 4.4 of
the Warrant Agreement, (i) each Warrant will be exercisable for that number of Parent
Ordinary Shares equal to the product of the number of shares of Common Stock that were
issuable upon exercise of such Warrant immediately prior to the Effective Time multiplied
by 1.8, and (ii) the per share exercise price for the Parent Ordinary Shares issuable upon
exercise of such assumed Warrant will be equal to the quotient determined by dividing the
exercise price per share of Common Stock at which such Warrant was exercisable immediately
prior to the Effective Time by 1.8. 



1







        NOW,
THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Company,
Parent and the Warrant Agent hereby agree as follows: 



         1.       
          Assignment and Assumption. 



		    (a)        Upon
the Effective Time, the Company hereby assigns, and Parent hereby assumes,           the
rights and obligations of the Company under the Warrant Agreement and the
          Warrants, including the obligation to issue Parent Ordinary Shares upon the
          exercise of the Warrants, and Parent hereby agrees to faithfully perform,
          satisfy and discharge when due, the liabilities and obligations of the Company
          under the Warrant Agreement and the Warrants.  







		    (b)        Parent
acknowledges and agrees that subject to the terms of the Warrant           Agreement, the
Warrants and this Assumption Agreement, the Warrant Agreement and           the Warrants
shall continue in full force and effect and that all of the           Company’s
obligations thereunder shall be valid and enforceable as against           Parent upon
consummation of the Merger and shall not be impaired or limited by           the
execution or effectiveness of this Assumption Agreement. Parent represents           that
it has taken all corporate action necessary to reserve for issuance a
          sufficient number of Parent Ordinary Shares for delivery upon exercise of
          assumed Warrants on the terms set forth herein and in the Merger Agreement.  







		    (c)        This
Assumption Agreement is being executed and delivered pursuant and subject           to
the Warrant Agreement. Nothing in this Assumption Agreement shall, or shall           be
deemed to, defeat, limit, alter, impair, enhance or enlarge any right,
          obligation, claim or remedy created by the Warrant Agreement or any other
          document or instrument delivered pursuant to or in connection with it.  







         2.       
          Miscellaneous. 



		    (a)        Governing
Law. The validity, interpretation, and performance of this Assumption Agreement and
of the Warrants shall be governed in all respects by the laws of the State of New York,
without giving effect to conflicts of law principles that would result in the application
of the substantive laws of another jurisdiction. Parent hereby agrees that any action,
proceeding or claim against it arising out of or relating in any way to this Assumption
Agreement shall be brought and enforced in the courts of the State of New York or the
United States District Court for the Southern District of New York, and irrevocably
submits to such jurisdiction, which jurisdiction shall be exclusive. Parent hereby waives
any objection to such exclusive jurisdiction and that such courts represent an
inconvenient forum. Any such process or summons to be served upon Parent may be served by
transmitting a copy thereof by registered or certified mail, return receipt requested,
postage prepaid, addressed to it at the address set forth below:  








		Tower Semiconductor
Ltd. 
Ramat Gavriel Industrial Area
P.O.  Box 619
Migdal Haemek Israel 23105
Attention: Chief Financial Officer
Facsimile: + 972-(4)-604-7242









2








		with copies (which shall not constitute notice) to:



Yigal Arnon & Co.

1 Azrieli Center

Tel-Aviv 67021

Israel

Attn: David Schapiro

Facsimile: +972-(3)-608-7714

and


O'Melveny & Myers LLP

275 Battery Street, Suite 2600

San Francisco, CA 94111

Attn: Michael S.  Dorf

Facsimile: +1-(415)-984-8701



















Such mailing shall be deemed personal
service and shall be legal and binding upon Parent in any action, proceeding or claim. The
foregoing shall also constitute the filing of a new address by the Company to the Warrant
Agent pursuant to Section 9.2 of the Warrant Agreement. 



		    (b)        Binding
Effect. This Assumption Agreement shall be binding upon and inure to the benefit of
the parties hereto and to their respective heirs, legal representatives, successors and
assigns.  







		    (c)        Entire
Agreement. This Assumption Agreement sets forth the entire agreement and
understanding between the parties as to the subject matter thereof and merges and
supersedes all prior discussions, agreements and understandings of any and every nature
among them. Except as set forth in this Assumption Agreement, provisions of the Warrant
Agreement which are not inconsistent with this Assumption Agreement shall remain in full
force and effect. This Assumption Agreement may be executed in counterparts.  







		    (d)        Severability.
This Assumption Agreement shall be deemed severable, and the invalidity or
unenforceability of any term or provision hereof shall not affect the validity or
enforceability of this Assumption Agreement or of any other term or provision hereof.
Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties
hereto intend that there shall be added as part of this Assumption Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be possible and be
valid and enforceable.  







3







        IN
WITNESS WHEREOF, the parties hereto have executed this Assumption Agreement as of the
date first written above. 



			JAZZ  TECHNOLOGIES, INC.



By: /s/ Gilbert F. Amelio

——————————————

Gilbert F. Amelio
Chairman and Chief Executive Officer







			TOWER SEMICONDUCTOR LTD.



By: /s/  Russell Ellwanger
——————————————

Russell Ellwanger
Chief Executive Officer








			CONTINENTAL STOCK TRANSFER & TRUST COMPANY



By: /s/  Mark B. Zimkind

——————————————

Mark B. Zimkind
Vice President







4