8-A










EXHIBIT 4.1  



 EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT

 AGENT AS PROVIDED HEREIN.



 Warrant Certificate evidencing


 Warrants to Purchase Ordinary Shares, par value NIS 1.00 per share, as described herein. 




TOWER SEMICONDUCTOR LTD. 



		
		
		
		
		
	No. W ________	CUSIP No. M87915 217 







	 VOID AFTER 5:00 P.M., NEW YORK CITY TIME,

 ON MARCH 15, 2011, OR UPON EARLIER REDEMPTION 









        This
certifies that ________________________, or its registered assigns, is the registered
holder of _____________________ warrants to purchase certain securities (each a
“Warrant”). Each Warrant entitles the holder thereof, subject to the
provisions contained herein and in the Warrant Agreement (as defined below), to purchase
from Tower Semiconductor Ltd., an Israeli company (the “Company”), 1.8
Ordinary Shares of the Company (each a “Share”), at the Exercise Price
set forth below. The exercise price of for each Share (the “Exercise
Price”) shall be $2.78 as of September 19, 2008, subject to adjustments as set
forth in the Warrant Agreement (as defined below). 



        Subject
to the terms of the Warrant Agreement, each Warrant evidenced hereby may be exercised in
whole, but not in part, at any time, as specified herein, on any Business Day (as defined
below) occurring during the period (the “Exercise Period”) commencing on
March 15, 2007 and ending at 5:00 P.M., New York City time, on March 15, 2011 (the
“Expiration Date”). Each Warrant remaining unexercised after 5:00 P.M.,
New York City time on the Expiration Date shall become void, and all rights of the holder
of this Warrant Certificate evidencing such Warrant shall cease. 











        The
holder of the Warrants represented by this Warrant Certificate may exercise any Warrant
evidenced hereby by delivering, not later than 5:00 P.M., New York City time, on any
Business Day during the Exercise Period to Continental Stock Transfer & Trust Company
(the “Warrant Agent”, which term includes any successor warrant agent
under the Warrant Agreement described below) at its corporate trust department at 17
Battery Place, New York, NY 10004, (i) this Warrant Certificate and the Warrants to be
exercised (the “Book-Entry Warrants”) free on the records of The
Depository Trust Company (the “Depository”) to an account of the Warrant
Agent at the Depository designated for such purpose in writing by the Warrant Agent to the
Depository, (ii) an election to purchase (“Election to Purchase”),
substantially in the form included on the reverse hereof, as applicable (A) by the holder
hereof on the reverse of this Warrant Certificate or (B) properly executed by the
institution in whose account the Warrant is recorded on the records of the Depository (the
“Participant”) and (iii) the Exercise Price for each Warrant to be
exercised in lawful money of the United States of America by certified or official bank
check or by bank wire transfer in immediately available funds[; provided, however,
that at any time after the Company has given a Redemption Notice (as defined herein), the
holder hereof may, in lieu of payment of the Exercise Price, surrender its Warrant for
that number of Shares equal to the quotient obtained by dividing (x) the product of (1)
the number of Shares underlying the surrendered Warrant and (2) the difference between the
Fair Market Value (defined below) and the Exercise Price, by (y) the Fair Market Value.
The “Fair Market Value” shall mean the average reported last sale price
of the Shares for the 10 trading days ending on the 3rd trading day prior to the date on
which the Redemption Notice is sent to holders of the Warrants]1. If any of
(a) this Warrant Certificate or the Book-Entry Warrants, (b) the Election to Purchase, or
(c) the Exercise Price therefor, is received by the Warrant Agent after 5:00 P.M., New
York City, the Warrants will be deemed to be received and exercised on the Business Day
next succeeding the date such items are received and such date shall be the Exercise Date
for purposes hereof. If the date such items are received is not a Business Day, the
Warrants will be deemed to be received and exercised on the next succeeding day which is a
Business Day and such date shall be the Exercise Date for purposes hereof. If the Warrants
to be exercised are received or deemed to be received after the Expiration Date, the
exercise thereof will be null and void and any funds delivered to the Warrant Agent will
be returned to the holder as soon as practicable. In no event will interest accrue on
funds deposited with the Warrant Agent in respect of an exercise or attempted exercise of
Warrants. The validity of any exercise of Warrants will be determined by the Warrant Agent
in its sole discretion and such determination will be final and binding upon the holder of
the Warrants and the Company. Neither the Warrant Agent nor the Company shall have any
obligation to inform a holder of Warrants of the invalidity of any exercise of Warrants. 



        As
used herein, the term “Business Day” means any day that is not a Saturday
or Sunday and is not a United States federal holiday or a day on which banking
institutions generally are authorized or obligated by law or regulation to close in New
York City. 



        Warrants
may be exercised only in whole numbers of Shares. No fractional Shares are to be issued
upon the exercise of any Warrant, but rather the number of Shares to be issued shall be
rounded up to the nearest whole number. If fewer than all of the Warrants evidenced by
this Warrant Certificate are exercised, a new Warrant Certificate for the number of
Warrants remaining unexercised shall be executed by the Company and countersigned by the
Warrant Agent, as provided in Section 2 of the Warrant Agreement, and delivered to the
holder of this Warrant Certificate at the address specified on the books of the Warrant
Agent or as otherwise specified by such Registered Holder. 







     	1	 Bracketed
          text to be included in warrants included in the units issued to Acquicor
          Management LLC pursuant to the Private Placement Unit Purchase Agreement, dated
          as of March 8, 2006, between Jazz Technologies, Inc., ThinkEquity Partners LLC
          and the purchasers listed on Exhibit A thereto. 


          



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        This
Warrant Certificate is issued under and in accordance with the Warrant Agreement, dated as
of March 15, 2006, between Jazz Technologies, Inc. (the “Subsidiary”) and
the Warrant Agent, as amended and supplemented by that Warrant Assumption Agreement dated
as of September 19, 2008, among the Company, the Subsidiary and the Warrant Agent (as so
amended and supplemented, the “Warrant Agreement”), and is subject to the
terms and provisions contained in the Warrant Agreement, all of which terms and provisions
the holder of this Warrant Certificate and the beneficial owners of the Warrants
represented by this Warrant Certificate consent to by acceptance hereof. Copies of the
Warrant Agreement are on file and can be inspected at the above-mentioned office of the
Warrant Agent and at the office of the Company at Ramat Gavriel Industrial Area, P.O. Box
619, Migdal Haemek Israel 23105, Attention: Chief Financial Officer. 



        At
any time during the Exercise Period, the Company may, at its option, redeem all (but not
part) of the then outstanding Warrants upon giving notice in accordance with the terms of
the Warrant Agreement (the “Redemption Notice”), at a price of $0.01 per
Warrant (the “Redemption Price”); provided, that the last sales price of
the Shares is at least $4.72 per Share, for any twenty (20) trading days within a thirty
(30) trading day period ending on the third Business Day prior to the date on which the
Redemption Notice is given. In the event the Company shall elect to redeem all of the then
outstanding Warrants, the Company shall fix a date for such redemption (the
“Redemption Date”); provided, that such date shall occur prior to
the expiration of the Exercise Period. The Warrants may be exercised in accordance with
the terms of this Agreement at any time after a Redemption Notice shall have been given by
the Company; provided, however, that no Warrants may be exercised subsequent
to the expiration of the Exercise Period; provided, further, that all rights
with respect to the Warrants shall cease on the Redemption Date, other than to the right
to receive the Redemption Price.  



        The
accrual of dividends, if any, on the Shares issued upon the valid exercise of any Warrant
will be governed by the terms generally applicable to such Shares. From and after the
issuance of such Shares, the former holder of the Warrants exercised will be entitled to
the benefits generally available to other holders of Shares and such former holder’s
right to receive payments of dividends and any other amounts payable in respect of the
Shares shall be governed by, and shall be subject to, the terms and provisions generally
applicable to such Shares. 



        The
Exercise Price and the number of Shares purchasable upon the exercise of each Warrant
shall be subject to adjustment as provided pursuant to Section 4 of the Warrant Agreement. 



        Upon
due presentment for registration of transfer or exchange of this Warrant Certificate at
the stock transfer division of the Warrant Agent, the Company shall execute, and the
Warrant Agent shall countersign and deliver as provided in Section 5 of the Warrant
Agreement, in the name of the designated transferee, one or more new Warrant Certificates
of any authorized denomination evidencing in the aggregate a like number of unexercised
Warrants, subject to the limitations provided in the Warrant Agreement. 



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        Neither
this Warrant Certificate nor the Warrants evidenced hereby shall entitle the holder hereof
or thereof to any of the rights of a holder of the Shares, including, without limitation,
the right to receive dividends, if any, or payments upon the liquidation, dissolution or
winding up of the Company or to exercise voting rights, if any. 



        The
Warrant Agreement and this Warrant Certificate may be amended as provided in the Warrant
Agreement including, under certain circumstances described therein, without the consent of
the holder of this Warrant Certificate or the Warrants evidenced thereby. 



        THIS
WARRANT CERTIFICATE AND ALL RIGHTS HEREUNDER AND UNDER THE WARRANT AGREEMENT SHALL BE
GOVERNED BY AND INTERPRETED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK APPLICABLE TO CONTRACTS FORMED AND TO BE PERFORMED ENTIRELY WITHIN THE STATE OF NEW
YORK, WITHOUT REGARD TO THE CONFLICTS OF LAW PROVISIONS THEREOF TO THE EXTENT SUCH
PRINCIPLES OR RULES WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION. 



        This
Warrant Certificate shall not be entitled to any benefit under the Warrant Agreement or be
valid or obligatory for any purpose, and no Warrant evidenced hereby may be exercised,
unless this Warrant Certificate has been countersigned by the manual signature of the
Warrant Agent. 



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        IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed. 



Dated as of ________ __,
200__ 




			 Tower Semiconductor Ltd.



By:
——————————————

Authorized Officer











	
Continental
Stock Transfer 





	 	
& Trust
Company, 





	 	
as
Warrant Agent 







	By:
——————————————

Authorized Officer






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[REVERSE] 



Instructions for
Exercise of Warrant  



        To
exercise the Warrants evidenced hereby, the holder or Participant must, by 5:00 P.M., New
York City time on the specified Exercise Date, deliver to the Warrant Agent at its stock
transfer division, a certified or official bank check payable to the Warrant Agent or a
wire transfer in immediately available funds to an account designated by the Warrant
Agent, in an amount equal to the Exercise Price in full for the Warrants exercised. In
addition, the Warrant holder or Participant must provide the information required below
and deliver this Warrant Certificate to the Warrant Agent at the address set forth below
and the Book-Entry Warrants to the Warrant Agent in its account with the Depository
designated for such purpose. The Warrant Certificate and this Election to Purchase must be
received by the Warrant Agent by 5:00 P.M., New York time, on the specified Exercise Date. 



                                          ELECTION TO PURCHASE

                                TO BE EXECUTED IF WARRANT HOLDER DESIRES
    
                           TO EXERCISE THE WARRANTS EVIDENCED HEREBY




        The
undersigned hereby irrevocably elects to exercise, on __________, ____ (the
“Exercise Date”), _____________ Warrants, evidenced by this Warrant
Certificate, to purchase _________________ Ordinary Shares (each a
“Share”) of Tower Semiconductor Ltd., an Israeli company (the
“Company”), and represents that, on or before the Exercise Date, such
holder has tendered payment for such Shares by certified or official bank check or bank
wire transfer in immediately available funds to the order of the Company c/o Continental
Stock Transfer & Trust Company, 17 Battery Place, New York, New York 10004, in the
amount of $_____________ in accordance with the terms hereof. The undersigned requests
that said number of Shares be in fully registered form, registered in such names and
delivered, all as specified in accordance with the instructions set forth below. 



        If
said number of Shares is less than all of the Shares purchasable hereunder, the
undersigned requests that a new Warrant Certificate evidencing the remaining balance of
the Warrants evidenced hereby be issued and delivered to the holder of the Warrant
Certificate unless otherwise specified in the instructions below. 



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Dated: ______________ __,
____ 




	 	
Name__________________________ 




		
		
		
		
		
	________________	(Please Print)




	/   /   /   / - /   /   / - /   /   /   /   /

(Insert Social Security

or Other Identifying 







		
		
		
		
		
	Number of Holder)	Address_______________________






	 	
_______________________ 






	 	
Signature_____________________ 






        This
Warrant may only be exercised by presentation to the Warrant Agent at one of the
following locations:  




        By
hand at: 17 Battery Place, New York, NY 10004 





        By
mail at: 17 Battery Place, New York, NY 10004 





        The
method of delivery of this Warrant Certificate is at the option and risk of the exercising
holder and the delivery of this Warrant Certificate will be deemed to be made only when
actually received by the Warrant Agent. If delivery is by mail, registered mail with
return receipt requested, properly insured, is recommended. In all cases, sufficient time
should be allowed to assure timely delivery. 



        (Instructions
as to form and delivery of Shares and/or Warrant Certificates) 



		
		
		
		
		
	Name in which Shares	 
	are to be registered if other than
	in the name of the registered holder
	of this Warrant Certificate:	______________________________
	 
	Address to which Shares
	are to be mailed if other than to the
	address of the registered holder of
	this Warrant Certificate as shown on
	the books of the Warrant Agent:	______________________________
	 	 (Street Address)
	 
	 	______________________________
	 	 (City and State) (Zip Code)
	 
	Name in which Warrant Certificate
	evidencing unexercised Warrants, if any,
	are to be registered if other than in the
	name of the registered holder of this
	Warrant Certificate:	_____________________________






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	Address to which certificate representing	 
	unexercised Warrants, if any, are to be
	mailed if other than to the address of
	the registered holder of this Warrant
	Certificate as shown on the books of
	the Warrant Agent:	______________________________
	 	 (Street Address)
	 
	 	______________________________
	 	 (City and State) (Zip Code)
	 
	 	Dated:
	 
	 	______________________________
	 	Signature
	 
	 	Signature must conform in all respects to the name 
	 	of the holder as specified on the face of this 
	 	Warrant Certificate. If Shares, or a Warrant 
	 	Certificate evidencing unexercised Warrants, are 
	 	to be issued in a name other than that of the 
	 	registered holder hereof or are to be delivered to 
	 	an address other than the address of such holder 
	 	as shown on the books of the Warrant Agent, the 
	 	above signature must be guaranteed by a an 
	 	Eligible Guarantor Institution (as that term is 
	 	defined in Rule 17Ad-15 of the Securities Exchange 
	 	Act of 1934, as amended). 





SIGNATURE GUARANTEE

Name of Firm _______________________________

Address ____________________________________

Area Code

   and Number ______________________________

Authorized

    Signature _______________________________

Name _______________________________________

Title ______________________________________

Dated: __________________________, 20___ 




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ASSIGNMENT 



                          (FORM OF ASSIGNMENT TO BE EXECUTED IF WARRANT HOLDER

                             DESIRES TO TRANSFER WARRANTS EVIDENCED HEREBY)





        FOR
VALUE RECEIVED, _________________ HEREBY SELL(S), ASSIGN(S) AND TRANSFER(S) UNTO
__________________________________________________________________________________________     _______________________________________ 








		
		
		
		
		
	(Please print name and address	(Please insert social security or
	including zip code of assignee)	other identifying number of assignee)







the rights represented by the within
Warrant Certificate and does hereby irrevocably constitute and appoint ____________
Attorney to transfer said Warrant Certificate on the books of the Warrant Agent with full
power of substitution in the premises. 



Dated: 




			 _____________________________________________

                     Signature

 (Signature must conform in all respects to the name of the

 holder as specified on the face of this Warrant

 Certificate and must bear a signature guarantee by an

 Eligible Guarantor Institution (as that term is defined in

 Rule 17Ad-15 of the Securities Exchange Act of 1934, as

 amended). 







SIGNATURE GUARANTEE

Name of Firm _______________________________

Address ____________________________________

Area Code

    and Number ______________________________

Authorized

    Signature _______________________________

Name _______________________________________

Title ______________________________________

Dated: __________________________, 20___ 





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