VOTING NEUTRALIZATION AGREEMENT (the “Agreement”)Voting Neutralization Agreement • November 17th, 2014 • Ormat Technologies, Inc. • Electric services • Delaware
WHEREAS, pursuant to the Share Exchange Agreement and Plan of Merger dated as of November 10, 2014 by and among Ormat Industries, Ltd., an Israeli corporation, the Corporation and Ormat Systems, Ltd., an Israeli company and a wholly-owned subsidiary of the Corporation (the “Share Exchange Agreement”), the Stockholder will receive Voting Securities (as defined below) in exchange for its outstanding shares in Ormat Industries, Ltd.; and
VOTING AND UNDERTAKING AGREEMENTVoting and Undertaking Agreement • November 17th, 2014 • Ormat Technologies, Inc. • Electric services • Delaware
This Voting and Undertaking Agreement (this “Agreement”), dated as of November 10, 2014, is by and between Ormat Technologies, Inc., a Delaware corporation ("OTI"), and FIMI ENRG, Limited Partnership, an Israeli limited partnership, and FIMI ENRG, L.P., a Delaware limited partnership (the “Shareholder”), a holder of ordinary shares, par value NIS 1.0 per ordinary share (the "OIL Ordinary Shares") of Ormat Industries Ltd., an Israeli company (“OIL”). Certain other capitalized terms used in this Agreement are defined below or in Article IV.
SHARE EXCHANGE AGREEMENT AND PLAN OF MERGER BY AND AMONG ORMAT INDUSTRIES LTD., ORMAT TECHNOLOGIES, INC., AND ORMAT SYSTEMS LTD. DATED AS OF NOVEMBER 10, 2014Share Exchange Agreement • November 17th, 2014 • Ormat Technologies, Inc. • Electric services • Delaware
This Share Exchange Agreement and Plan of Merger (this “Agreement”), dated as of November 10, 2014, is by and among Ormat Industries Ltd., an Israeli corporation (“OIL”); Ormat Technologies, Inc., a Delaware corporation (“OTI”); and Ormat Systems Ltd., an Israeli company and a wholly-owned subsidiary of OTI (“OSIL”).
VOTING AGREEMENTVoting Agreement • November 17th, 2014 • Ormat Technologies, Inc. • Electric services • Delaware
This Voting Agreement (this “Agreement”), dated as of November 10, 2014, is by and between Ormat Technologies, Inc., a Delaware corporation ("OTI"), and Ormat Industries Ltd., an Israeli corporation (the “Shareholder”), a holder of shares of common stock, par value $0.001 per share (the "OTI Shares") of OTI. Certain other capitalized terms used in this Agreement are defined below or in Article V.
