Common use of Indemnification Shares Clause in Contracts

Indemnification Shares. The Indemnification Shares shall be deposited with the Trustee in accordance with a Trust Agreement and shall be released as follows: (i) in the event that Ormat Technologies' Aggregate Operating Income (as defined below) is equal to or lower than US$ 200,000,000 – all the Indemnification Shares deposited with the Trustee shall promptly be released to the Buyer for no additional consideration free and clear of any Encumbrance; (ii) in the event that Ormat Technologies' Aggregate Operating Income is higher than US$ 220,000,000, all of the Indemnification Shares shall promptly be released to the Seller, and (iii) in the event that Ormat Technologies' Aggregate Operating Income is between US$ 200,000,000 and US$ 220,000,000, a pro rata portion (calculated on a linear basis) of the Indemnification Shares shall promptly be released to the Buyer for no additional consideration free and clear of any Encumbrance (e.g. if Ormat Technologies' Aggregate Operating Income is US$ 210,000,000, 1,000,000 Indemnification Shares shall be released to the Buyer free and clear of any Encumbrance) and the remaining Indemnification Shares shall be released to the Seller. Upon the deposit of the Indemnification Shares with the Trustee, the Seller shall grant the Trustee irrevocable instructions pursuant to which the Trustee shall be required to transfer the Indemnification Shares to the Buyer within 5 (five) business days of the Buyer's written notice (with a copy to the Seller) in accordance with the Buyer's instructions. For purposes of this Section 2.07, Ormat Technologies' Aggregate Operating Income shall be equal to the sum of (1) Ormat Technologies' operating income for calendar year 2012, as set forth in Ormat Technologies' Audited Financial Statements for the calendar year ending on December 31, 2012; and (2) Ormat Technologies' operating income for calendar year 2013, as set forth in Ormat Technologies' Audited Financial Statements for the calendar year ending on December 31, 2013.

Indemnification Shares. The (i) Upon the 12-month anniversary of the Closing Date (the “Initial Release Date”), fifty percent (50%) of the number of Indemnification Shares issued in connection with the Closing (comprised proportionally of Closing Shares issued to each Seller Indemnitor in accordance with such Seller Indemnitor’s Pro Rata Share) shall be deemed to no longer constitute Indemnification Shares subject to repurchase and lock-up pursuant to this Section 5 and (ii) upon the 24-month anniversary of the Closing Date, all Indemnification Shares shall be deposited with deemed to no longer constitute Indemnification Shares subject to repurchase and lock-up pursuant to this Section 5. Notwithstanding the Trustee in accordance with a Trust Agreement and shall be released as follows: foregoing clause (i) ), in the event that Ormat Technologies' Aggregate Operating Income the sum of (as defined belowA) is equal to or lower than US$ 200,000,000 – all the Indemnification Shares deposited with the Trustee shall promptly be released to the Buyer for no additional consideration free and clear of any Encumbrance; (ii) in the event that Ormat Technologies' Aggregate Operating Income is higher than US$ 220,000,000, all value of the Indemnification Shares shall promptly be released (based on the Stipulated Stock Price) that remain deemed to constitute Indemnification Shares after giving effect to the Sellerforegoing clause (i) minus (B) the amount of Quantified Losses of TheMaven Indemnified Persons in respect of all other claims or demands that have been set forth in a duly delivered Notice of Claim but not yet been finally adjudicated or resolved under this Agreement (such amount, and the “Remaining Indemnity Value”) is less than $750,000 (iiithe amount of such shortfall, which in no event shall be greater than $750,000, being the “Remaining Indemnity Value Shortfall Amount”), then the foregoing clause (i) in the event that Ormat Technologies' Aggregate Operating Income is between US$ 200,000,000 and US$ 220,000,000, shall be deemed to apply solely to a pro rata portion (calculated on a linear basis) number of the Indemnification Shares shall promptly be released to the Buyer for no additional consideration free and clear of any Encumbrance (e.g. if Ormat Technologies' Aggregate Operating Income is US$ 210,000,000, 1,000,000 Indemnification Shares shall be released to the Buyer free and clear of any Encumbrance) and the remaining Indemnification Shares shall be released to the Seller. Upon the deposit of the Indemnification Shares with the Trustee, the Seller shall grant the Trustee irrevocable instructions pursuant to which the Trustee shall be required to transfer the Indemnification Shares to the Buyer within 5 (five) business days of the Buyer's written notice (with a copy to the Seller) in accordance with the Buyer's instructions. For purposes of this Section 2.07, Ormat Technologies' Aggregate Operating Income shall be equal to the sum of (1x) Ormat Technologies' operating income for calendar year 2012, as set forth fifty percent (50%) of the number of Indemnification Shares issued in Ormat Technologies' Audited Financial Statements for connection with the calendar year ending on December 31, 2012; and Closing minus (2y) Ormat Technologies' operating income for calendar year 2013, as set forth in Ormat Technologies' Audited Financial Statements for the calendar year ending on December 31, 2013quotient of (I) the Remaining Indemnity Value Shortfall Amount divided by (II) the Stipulated Stock Price.

Indemnification Shares. The (i) Upon the 12-month anniversary of the Closing Date (the “Initial Release Date”), fifty percent (50%) of the number of Indemnification Shares issued in connection with the Closing (comprised proportionally of Closing Shares issued to each Company Indemnitor in accordance with such the Company Indemnitor’s Pro Rata Share) shall be deemed to no longer constitute Indemnification Shares subject to repurchase and lock-up pursuant to this Section 5 and (ii) upon the 24-month anniversary of the Closing Date, all Indemnification Shares shall be deposited with deemed to no longer constitute Indemnification Shares subject to repurchase and lock-up pursuant to this Section 5. Notwithstanding the Trustee in accordance with a Trust Agreement and shall be released as follows: foregoing clause (i) ), in the event that Ormat Technologies' Aggregate Operating Income the sum of (as defined belowA) is equal to or lower than US$ 200,000,000 – all the Indemnification Shares deposited with the Trustee shall promptly be released to the Buyer for no additional consideration free and clear of any Encumbrance; (ii) in the event that Ormat Technologies' Aggregate Operating Income is higher than US$ 220,000,000, all value of the Indemnification Shares shall promptly be released (based on the Stipulated Stock Price) that remain deemed to constitute Indemnification Shares after giving effect to the Sellerforegoing clause (i) minus (B) the amount of Quantified Losses of TheMaven Indemnified Persons in respect of all other claims or demands that have been set forth in a duly delivered Notice of Claim but not yet been finally adjudicated or resolved under this Agreement (such amount, and the “Remaining Indemnity Value”) is less than $750,000 (iiithe amount of such shortfall, which in no event shall be greater than $750,000, being the “Remaining Indemnity Value Shortfall Amount”), then the foregoing clause (i) in the event that Ormat Technologies' Aggregate Operating Income is between US$ 200,000,000 and US$ 220,000,000, shall be deemed to apply solely to a pro rata portion (calculated on a linear basis) number of the Indemnification Shares shall promptly be released to the Buyer for no additional consideration free and clear of any Encumbrance (e.g. if Ormat Technologies' Aggregate Operating Income is US$ 210,000,000, 1,000,000 Indemnification Shares shall be released to the Buyer free and clear of any Encumbrance) and the remaining Indemnification Shares shall be released to the Seller. Upon the deposit of the Indemnification Shares with the Trustee, the Seller shall grant the Trustee irrevocable instructions pursuant to which the Trustee shall be required to transfer the Indemnification Shares to the Buyer within 5 (five) business days of the Buyer's written notice (with a copy to the Seller) in accordance with the Buyer's instructions. For purposes of this Section 2.07, Ormat Technologies' Aggregate Operating Income shall be equal to the sum of (1x) Ormat Technologies' operating income for calendar year 2012, as set forth fifty percent (50%) of the number of Indemnification Shares issued in Ormat Technologies' Audited Financial Statements for connection with the calendar year ending on December 31, 2012; and Closing minus (2y) Ormat Technologies' operating income for calendar year 2013, as set forth in Ormat Technologies' Audited Financial Statements for the calendar year ending on December 31, 2013quotient of (I) the Remaining Indemnity Value Shortfall Amount divided by (II) the Stipulated Stock Price.

Indemnification Shares. The Indemnification Shares shall be deposited In accordance with the Trustee provisions of Section ---------------------- 4.5 (c) hereof, the Buyer and the Company Stockholder have agreed that to the extent that the Buyer has a Claim for Buyer's Damages, in accordance with a Trust Agreement and shall be released as follows: (i) in the event that Ormat Technologies' Aggregate Operating Income (each case as defined below) is equal in Article IV hereof, that Buyer shall seek to or lower than US$ 200,000,000 – all satisfy such claim, first against the Indemnification Acquisition Escrow Shares deposited with and, second by requiring the Trustee shall promptly be released Company Stockholder to satisfy such Claim by delivering to the Buyer for no additional consideration free and clear of any Encumbrance; Indemnification Shares, as defined in Section 4.5 (ii) in the event c). In that Ormat Technologies' Aggregate Operating Income is higher than US$ 220,000,000connection, all of the Indemnification Shares shall promptly be released to the Seller, and (iii) in the event that Ormat Technologies' Aggregate Operating Income is between US$ 200,000,000 and US$ 220,000,000, a pro rata portion (calculated on a linear basis) of the Indemnification Shares shall promptly be released to the Buyer for no additional consideration free and clear of any Encumbrance (e.g. if Ormat Technologies' Aggregate Operating Income is US$ 210,000,000, 1,000,000 Indemnification Shares shall be released to prohibited from transferring 59,618 Shares of Buyer Common Stock (the Buyer free and clear of any Encumbrance"Reserved Shares") and received as Acquisition Consideration until the remaining Indemnification Shares shall be released to the Seller. Upon the deposit of the Indemnification Shares with the Trustee, the Seller shall grant the Trustee irrevocable instructions pursuant to which the Trustee shall be required to transfer the Indemnification Shares to the Buyer within 5 (five) business days of the Buyer's written notice (with a copy to the Seller) in accordance with the Buyer's instructions. For purposes of this Section 2.07, Ormat Technologies' Aggregate Operating Income shall be equal to the sum later of (1) Ormat Technologies' operating income for calendar with respect to all of the Reserved Shares, one year 2012, as set forth in Ormat Technologies' Audited Financial Statements for after the calendar year ending on December 31, 2012; Closing and (2) Ormat Technologies' operating income for calendar year 2013with respect to Claimed Shares, as defined below, until a final resolution of such Claim has been effected. "Claimed Shares" shall mean all or a portion of the Reserved Shares with respect to which a Claim has been made by the Buyer prior to the first anniversary of the Closing. A portion of the Acquisition Consideration to be delivered to the Company Stockholder at the Closing shall consist of a stock certificate representing the Reserved Shares (the "Reserved Shares Certificate"). The Reserved Shares Certificate shall bear the following legend: "The shares represented by this certificate are subject to certain restrictions and limitations on transfer set forth in Ormat Technologies' Audited Financial Statements for a stock purchase agreement between the calendar year ending on December 31corporation and the holder hereof, 2013a copy of which agreement may be inspected by the holder of this certificate at the principal offices of the corporation, or furnished by the corporation to the holder of this certificate upon written request without charge." Upon the request of the Company Stockholder at any time after the first anniversary of the Closing, the Buyer shall direct its transfer agent to remove the foregoing legend with respect to all of the Reserved Shares other than Claimed Shares.