Execution Copy
AMENDMENT NO. 1 TO SUBSCRIPTION AGREEMENT
AMENDMENT NO. 1 TO SUBSCRIPTION AGREEMENT (this "Amendment"), dated as of
October 25, 2007, among Ormat Technologies, Inc., a Delaware corporation (the
"Issuer") and Ormat Industries Ltd., a company registered under the laws of
Israel (the "Purchaser"). Each of the Issuer and Purchaser are sometimes
referred to in this Amendment as a "Party," and collectively, as the "Parties."
Capitalized terms not otherwise defined herein shall have the meanings provided
in the Subscription Agreement.
W I T N E S S E T H:
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WHEREAS, on October 22, 2007, the Parties entered into a Subscription
Agreement pursuant to which Issuer agreed to issue and sell to Purchaser
1,105,004 shares of common stock (the "Common Shares"), $0.001 par value per
share, of Issuer, and Purchaser agreed to purchase from Issuer the Common
Shares;
WHEREAS, certain conditions to Closing under the Subscription Agreement are
now unable to be fulfilled; and
WHEREAS, the Parties desire to amend the Subscription Agreement and
restructure the transactions contemplated by the Subscription Agreement upon the
terms and conditions of this Amendment.
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the receipt and sufficiency of which are hereby acknowledged,
and intending to be legally bound hereby, the Parties hereto agree as follows:
ARTICLE I
TERMS
SECTION 1.1 GENERAL. The amount of Common Shares the Issuer shall issue and
sell to Purchaser and Purchaser shall purchase and pay for under the
Subscription Agreement is amended by deleting such amount and replacing such
amount with 381,254 Common Shares, $0.001 par value per share.
ARTICLE II
EFFECTIVENESS
SECTION 2.1 CONTINUED EFFECTIVENESS. Except as expressly amended by this
Amendment, the Subscription Agreement is and shall continue to be in full force
and effect and is hereby ratified and confirmed in all respects.
ARTICLE III
MISCELLANEOUS
SECTION 3.1 GOVERNING LAW. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York (without regard
to principles of conflict of laws other than Section 5-1401 of the New York
General Obligations Law).
SECTION 3.2 COUNTERPARTS. This Amendment may be executed in counterparts,
each of which shall constitute an original and all of which together shall
constitute one and the same instrument. The signatures of the parties hereto may
be affixed to more than one counterpart of the signature page. All of such
counterpart signature pages shall be read as though one, with the same effect as
if all parties had signed a single signature page.
SECTION 3.3 WAIVER. Any waiver by any Party of a breach of any provision of
this Amendment shall not operate as or be construed to be a waiver of any other
breach of such provision or of any breach of any other provision of this
Amendment. The failure of a Party to insist upon strict adherence to any term of
this Amendment on one or more sections shall not be considered a waiver or
deprive that Party of the right thereafter to insist upon strict adherence to
that term or any other term of this Amendment.
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2
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized officers as of the day and year
first above written.
ORMAT TECHNOLOGIES, INC.
By: /s/ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: CFO
ORMAT INDUSTRIES LTD.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Corporate Secretary
[Signature page to Amendment No. 1 to Subscription Agreement]