SHARE PURCHASE AGREEMENTShare Purchase Agreement • February 17th, 2015 • Bronicki Investments Ltd. • Electric services
THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of March 16, 2012 by and between (i) Bronicki Investments Ltd. (the "Seller"), an Israeli company (Company no. 51-255064-1) organized under the laws of the State of Israel, having its registered office at 5 Brosh Street, Yavne, Israel and (ii) FIMI ENRG, Limited Partnership, a newly formed Israeli limited partnership (the "Israeli Fund") and FIMI ENRG, L.P., a newly formed Delaware limited partnership (the "Foreign Fund" collectively, the “Buyer”), controlled by FIMI Opportunity IV, L.P., a limited partnership formed under the laws of the State of Delaware and FIMI Israel Opportunity IV, Limited Partnership, a limited partnership formed under the laws of the State of Israel (collectively, the "Fund").
Escrow AgreementEscrow Agreement • February 17th, 2015 • Bronicki Investments Ltd. • Electric services
This Escrow Agreement, dated as of February 10, 2015 (this “Escrow Agreement” or this "Agreement"), is entered into by and among (i) Ormat Technologies, Inc., a Delaware corporation (“OTI”); (ii) those holders of ordinary shares, par value NIS 1.0 per ordinary share (the “OIL Ordinary Shares”), of Ormat Industries Ltd., an Israeli company (“OIL”), listed on Annex A attached hereto (the "OIL Shares"); and (iii) ESOP Manangment and Trust Services Ltd., as the escrow agent (the “Escrow Agent”). Terms capitalized but not defined herein shall have the meaning ascribed to them in the Share Exchange Agreement (as defined below). For purposes hereof, "Bronicki Shareholder" means Bronicki Investments Ltd., "FIMI Shareholder" means FIMI ENRG, Limited Partnership, an Israeli limited partnership, and FIMI ENRG, L.P., a Delaware limited partnership and "Shareholders" means the Bronicki Shareholder and the FIMI Shareholder.
AMENDED AND RESTATED SHAREHOLDERS RIGHTS AGREEMENTShareholders Rights Agreement • February 17th, 2015 • Bronicki Investments Ltd. • Electric services
This Amended And Restated Shareholders Rights Agreement (this "Agreement") is made and entered into as of the 10th day of November, 2014 by and between: (i) Bronicki Investments Ltd. ("Bronicki"), an Israeli company (Company no. 51-255064-1) organized under the laws of the State of Israel, having its registered office at 5 Brosh Street, Yavne, Israel; and, (ii) FIMI ENRG, Limited Partnership, an Israeli limited partnership and FIMI ENRG, L.P., a Delaware limited partnership (collectively, the "Investor"), controlled by FIMI Opportunity IV, L.P., a limited partnership formed under the laws of the State of Delaware and FIMI Israel Opportunity IV, Limited Partnership, a limited partnership formed under the laws of the State of Israel (collectively, the "Fund").
JOINT FILING AGREEMENTJoint Filing Agreement • February 17th, 2015 • Bronicki Investments Ltd. • Electric services
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing of Bronicki Investments, Ltd., Lucien Bronicki and Yehudit Bronicki on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to shares of common stock, par value $0.001 per share, of Ormat Technologies, Inc., and that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.
