Common use of Indemnification Shares Clause in Contracts

Indemnification Shares. (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 deemed to no longer constitute Indemnification Shares subject to repurchase and lock-up pursuant to this Section 5. Notwithstanding the foregoing clause (i), in the event the sum of (A) the value of the Indemnification Shares (based on the Stipulated Stock Price) that remain deemed to constitute Indemnification Shares after giving effect to the foregoing 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, the “Remaining Indemnity Value”) is less than $750,000 (the 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) shall be deemed to apply solely to a number of Indemnification Shares equal to the sum of (x) fifty percent (50%) of the number of Indemnification Shares issued in connection with the Closing minus (y) the quotient of (I) the Remaining Indemnity Value Shortfall Amount divided by (II) the Stipulated Stock Price.

Indemnification Shares. (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 The Indemnification Shares shall be deemed to no longer constitute Indemnification Shares subject to repurchase deposited with the Trustee in accordance with a Trust Agreement and lock-up pursuant to this Section 5. Notwithstanding the foregoing clause 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 sum Indemnification Shares deposited with the Trustee shall promptly be released to the Buyer for no additional consideration free and clear of any Encumbrance; (Aii) in the value 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 (based 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 Stipulated Stock Price) that remain deemed to constitute Indemnification Shares after giving effect shall promptly be released to the foregoing clause Buyer for no additional consideration free and clear of any Encumbrance (ie.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) minus (B) and the amount remaining Indemnification Shares shall be released to the Seller. Upon the deposit 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 amountthe Indemnification Shares with the Trustee, the “Remaining Indemnity Value”) is less than $750,000 (Seller shall grant the amount of such shortfall, Trustee irrevocable instructions pursuant to which in no event the Trustee shall be greater than $750,000required 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, being the “Remaining Indemnity Value Shortfall Amount”), then the foregoing clause (i) Ormat Technologies' Aggregate Operating Income shall be deemed to apply solely to a number of Indemnification Shares equal to the sum of (x1) fifty percent 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 (50%2) of Ormat Technologies' operating income for calendar year 2013, as set forth in Ormat Technologies' Audited Financial Statements for the number of Indemnification Shares issued in connection with the Closing minus (y) the quotient of (I) the Remaining Indemnity Value Shortfall Amount divided by (II) the Stipulated Stock Pricecalendar year ending on December 31, 2013.

Indemnification Shares. 4.1 The Company, acting through a committee of disinterested directors who have been appointed to take all necessary actions and make all decisions on behalf of the Company with respect to its rights to indemnification under the Merger Agreement (the “Committee”), may make a claim for indemnification pursuant the Merger Agreement (“Indemnity Claim”) against the Indemnification Shares by giving timely written notice (a “Claim Notice”) to the CEI Stockholders (with a copy to the Escrow Agent) as soon as practical after the Company becomes aware of any condition or event giving rise to damages for which indemnification is sought under the Merger Agreement and specifying (i) Upon the 12-month anniversary covenant, representation, warranty, agreement, undertaking or obligation contained in the Merger Agreement which it asserts has been breached or otherwise entitles the Company to indemnification, (ii) in reasonable detail, the nature and amount of damages constituting the Indemnity Claim, and (iii) whether the Indemnity Claim results from a third party claim against the Company. The failure of the Closing Date Committee to give timely notice shall not affect the Company’s rights to indemnification under the Merger Agreement except to the extent the CEI Stockholders demonstrate the were materially prejudiced by such failure. The Committee also shall deliver to the Escrow Agent (with a copy to the “Initial Release Date”CEI Stockholders), fifty percent (50%) concurrently with its delivery to the Escrow Agent of the number Claim Notice, a certification as to the date on which the Claim Notice was delivered to the CEI Stockholders. 4.2 The CEI Stockholders shall give notice to the Committee within 20 days after receipt of Indemnification Shares issued the Claim Notice (with a copy to the Escrow Agent) (a “Defense Notice”) whether the CEI Stockholders will undertake, conduct and control, through counsel of its own choosing and at its expense, the settlement or defense thereof, and the Company shall cooperate with the CEI Stockholders in connection with therewith, provided that if the Closing CEI Stockholders undertake such defense: (comprised proportionally i) the CEI Stockholders shall not thereby permit to exist any encumbrance or other adverse charge upon any asset of Closing Shares issued to each Seller Indemnitor in accordance with the Company or settle 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 action without first obtaining the written consent of the Company, except for settlements solely covering monetary matters for which the CEI Stockholders has acknowledged responsibility for payment; and (ii) upon the 24-month anniversary CEI Stockholders shall permit the Company (at the Company’s sole cost and expense) to participate in such settlement or defense through counsel chosen by the Company. The Company agrees to preserve and provide access to all evidence that may be useful in defending against such claim and to provide reasonable cooperation in the defense thereof or in the prosecution of any action against a third party in connection therewith. The CEI Stockholders’ defense of any claim or demand shall not constitute an admission or concession of liability therefor or otherwise operate in derogation of any rights the CEI Stockholders may have against the Company or any third party. The Company’s participation in such defense shall not constitute an admission or concession of the Closing Date, all Indemnification Shares shall be deemed to no longer constitute Indemnification Shares subject to repurchase and lock-up pursuant to this Section 5. Notwithstanding absence of liability on the foregoing clause (i), in the event the sum of (A) the value part of the Indemnification Shares (based on CEI Stockholders or otherwise operate in derogation of any rights the Stipulated Stock Price) that remain deemed to constitute Indemnification Shares after giving effect Company may have against the CEI Stockholders or any third party. So long as the CEI Stockholders are reasonably contesting any such claim in good faith, the Company shall not pay or settle any such claim. If the CEI Stockholders shall give a notice to the foregoing clause Committee (iwith a copy to the Escrow Agent) 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, the “Remaining Indemnity Value”) is less than $750,000 (the amount of such shortfall, which in no event shall be greater than $750,000, being the “Remaining Indemnity Value Shortfall AmountCounter Notice”), then within 20 days following the foregoing clause date of receipt (ias specified in the Committee’s certification) by the CEI Stockholders of a copy of the Claim Notice, disputing whether the Indemnity Claim is indemnifiable under the Merger Agreement, the Committee and the CEI Stockholders shall attempt to resolve such dispute by voluntary settlement as provided in Section 4.3 below. If no Defense Notice is received by the Company from the CEI Stockholders, and no Counter Notice with respect to an Indemnity Claim is received by the Escrow Agent from the CEI Stockholders, within such 20-day period, the Company shall have the right to contest or settle the claim in the exercise of its exclusive, reasonable discretion (provided the CEI Stockholders shall not be required to pay the Company's expenses for the defense, settlement or compromise of claims which are not covered by the CEI Stockholders’ obligations under the Merger Agreement or which the CEI Stockholders have not consented to). 4.3 If the CEI Stockholders deliver a Counter Notice to the Company, the Committee and the CEI Stockholders shall, during the period of 60 days following the delivery of such Counter Notice or such greater period of time as the parties may agree to in writing (with a copy to the Escrow Agent), attempt to resolve the dispute with respect to which the Counter Notice was given. If the Committee and the CEI Stockholders reach a settlement with respect to any such dispute, they shall jointly deliver written notice of such settlement to the Escrow Agent specifying the terms thereof. If the Committee and the CEI Stockholders are unable to reach a settlement with respect to a dispute, such dispute shall be deemed resolved by arbitration pursuant to apply solely Section 4.4 below. 4.4 If the Committee and the CEI Stockholders cannot resolve a dispute prior to a number of Indemnification Shares equal to the sum of (x) fifty percent (50%) expiration of the number of Indemnification Shares issued 60-day period referred to in connection Section 4.3 (or such longer period as the parties may have agreed to in writing), then such dispute shall be submitted (and either party may submit such dispute) for arbitration before a single arbitrator in Oklahoma City, Oklahoma, in accordance with the Closing minus (y) commercial arbitration rules of the quotient of (I) the Remaining Indemnity Value Shortfall Amount divided by (II) the Stipulated Stock Price.American Arbitration Association then in

Indemnification Shares. (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 Company Indemnitor in accordance with such Seller 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 deemed to no longer constitute Indemnification Shares subject to repurchase and lock-up pursuant to this Section 5. Notwithstanding the foregoing clause (i), in the event the sum of (A) the value of the Indemnification Shares (based on the Stipulated Stock Price) that remain deemed to constitute Indemnification Shares after giving effect to the foregoing 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, the “Remaining Indemnity Value”) is less than $750,000 (the 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) shall be deemed to apply solely to a number of Indemnification Shares equal to the sum of (x) fifty percent (50%) of the number of Indemnification Shares issued in connection with the Closing minus (y) the quotient of (I) the Remaining Indemnity Value Shortfall Amount divided by (II) the Stipulated Stock Price.

Indemnification Shares. In accordance with the provisions of Section ---------------------- 4.5 (ic) Upon hereof, the 12-month Buyer and the Company Stockholder have agreed that to the extent that the Buyer has a Claim for Buyer's Damages, in each case as defined in Article IV hereof, that Buyer shall seek to satisfy such claim, first against the Acquisition Escrow Shares and, second by requiring the Company Stockholder to satisfy such Claim by delivering to the Buyer Indemnification Shares, as defined in Section 4.5 (c). In that connection, the Buyer shall be prohibited from transferring 59,618 Shares of Buyer Common Stock (the "Reserved Shares") received as Acquisition Consideration until the later of (1) with respect to all of the Reserved Shares, one year after the Closing and (2) with 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 Date shall consist of a stock certificate representing the Reserved Shares (the “Initial Release Date”"Reserved Shares Certificate"), fifty percent (50%) of . The Reserved Shares Certificate shall bear 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 following legend: "The shares represented by this certificate are subject to repurchase certain restrictions and lock-up pursuant to this Section 5 and (ii) upon the 24-month anniversary of the Closing Date, all Indemnification Shares shall be deemed to no longer constitute Indemnification Shares subject to repurchase and lock-up pursuant to this Section 5. Notwithstanding the foregoing clause (i), in the event the sum of (A) the value of the Indemnification Shares (based limitations on the Stipulated Stock Price) that remain deemed to constitute Indemnification Shares after giving effect to the foregoing clause (i) minus (B) the amount of Quantified Losses of TheMaven Indemnified Persons in respect of all other claims or demands that have been transfer set forth in a duly delivered Notice stock purchase agreement between the corporation and the holder hereof, a copy of Claim but not yet been finally adjudicated which agreement may be inspected by the holder of this certificate at the principal offices of the corporation, or resolved under furnished by the corporation to the holder of this Agreement (such amountcertificate upon written request without charge." Upon the request of the Company Stockholder at any time after the first anniversary of the Closing, the “Remaining Indemnity Value”) is less than $750,000 (the amount of such shortfall, which in no event Buyer shall be greater than $750,000, being the “Remaining Indemnity Value Shortfall Amount”), then direct its transfer agent to remove the foregoing clause (i) shall be deemed legend with respect to apply solely to a number of Indemnification Shares equal to the sum of (x) fifty percent (50%) all of the number of Indemnification Reserved Shares issued in connection with the Closing minus (y) the quotient of (I) the Remaining Indemnity Value Shortfall Amount divided by (II) the Stipulated Stock Priceother than Claimed Shares.