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Ormat Technologies, Inc. – IPO: ‘S-1/A’ on 10/22/04 – EX-10.5.5

On: Friday, 10/22/04, at 12:48pm ET · Accession #: 950136-4-3509 · File #: 333-117527

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

10/22/04  Ormat Technologies, Inc.          S-1/A                 21:8.3M                                   Capital Systems 01/FA

Initial Public Offering (IPO): Pre-Effective Amendment to Registration Statement (General Form) — Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1/A       Amendment 2 to Form S-1                             HTML   3.28M 
 2: EX-3.1      Second Amended and Restated Certificate of Inc.     HTML     48K 
 3: EX-3.2      Second Amended & Restated By-Laws                   HTML    110K 
 4: EX-4.3      Rights Agreement                                    HTML    142K 
 5: EX-5.1      Opinion of Chadbourne & Parke LLP                   HTML     13K 
 6: EX-8.1      Opinion of Chadbourne & Parke LLP                   HTML     14K 
 7: EX-10.1.16  Letter of Credit and Loan Agreement                 HTML    239K 
 8: EX-10.1.17  First Amendment                                     HTML     11K 
 9: EX-10.1.18  Subordination Agreement                             HTML     29K 
16: EX-10.10.1  Form of Executive Employment Agreement              HTML     37K 
17: EX-10.10.2  Amendment to Executive Employment Agreement         HTML      9K 
18: EX-10.11    Indemnification Agreement                           HTML     34K 
10: EX-10.3.29  Plant Connection Agreement                          HTML    228K 
11: EX-10.3.30  Plant Connection Agreement                          HTML    228K 
12: EX-10.5.5   Form of Registration Rights Agreement               HTML     74K 
13: EX-10.6.1   2004 Incentive Compensation Plan                    HTML     53K 
14: EX-10.6.2   Form of Incentive Stock Option Agreement            HTML     28K 
15: EX-10.6.3   Form of Nonqualified Stock Option Agreement         HTML     27K 
19: EX-21.1     List of Subsidiaries                                HTML     10K 
20: EX-23.1     Consent of Independent Accountants                  HTML     10K 
21: EX-23.6     Consent of Yoram Bronicki                           HTML      8K

EX-10.5.5 — Form of Registration Rights Agreement

This exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

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                                                                  Exhibit 10.5.5

                          REGISTRATION RIGHTS AGREEMENT

     THIS REGISTRATION RIGHTS AGREEMENT, dated as of November __, 2004 (this
"Agreement"), by and among Ormat Technologies, Inc., a Delaware corporation (the
"Company"), Ormat Industries Ltd., an Israeli corporation ("OIL"), and any other
Person that may be designated by OIL from time to time and that agrees to become
a party to this Agreement in accordance with the provisions hereof.

                              W I T N E S S E T H:
                              - - - - - - - - - -

     WHEREAS, OIL is the holder of outstanding Common Stock (as defined below);

     WHEREAS, OIL has granted, and from time to time after the date hereof may
continue to grant, to a number of directors, officers and employees of OIL or of
any subsidiary thereof options to purchase from OIL shares of Common Stock held
by OIL ("Options");

     WHEREAS, the parties hereto desire to enter into this Agreement which sets
forth the registration rights, and certain other related covenants, applicable
to the shares of Common Stock that are (i) held from time to time by OIL and/or
any of its subsidiaries or (ii) acquired from time to time by directors,
officers or employees of OIL or of any subsidiary thereof upon the exercise of
Options.

     NOW, THEREFORE, in consideration of the premises and the mutual
obligations, covenants and agreements herein contained, the parties hereto agree
as follows:

                                   ARTICLE I

                                   DEFINITIONS

     1.1 Definitions. For purposes of this Agreement, the following terms shall
have the meanings set forth below:

     "Affiliate" shall mean, with respect to any given Person, any other Person
that directly, or indirectly through one or more intermediaries, controls, or is
controlled by, or is under common control with, such Person, and when used with
respect to any individual shall also include the Relatives of such individual.
The term "control" (including, with correlative meaning, the terms "controlled
by" and "under common control with"), as used with respect to any Person, means
the possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such Person, whether through the
ownership of voting securities, by contract or otherwise.

     "Business Day" means any day other than a Saturday, Sunday or any other day
on which commercial banks in New York City are authorized or required by law to
close.

     "Commission" means the United States Securities and Exchange Commission or
any successor agency of the United States government administering the
Securities Act.

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     "Common Stock" means the common stock, par value $0.001 per share, of the
Company.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended, and
any similar or successor federal statute, and the rules and regulations of the
Commission promulgated thereunder, as in effect at the time.

     "NYSE" shall mean the New York Stock Exchange, Inc. or any successor
corporation thereto.

     "Option Holder" means any current or former director, officer or employee
of OIL or of any subsidiary thereof that holds one or more Options or any
Registrable Securities acquired upon the exercise of one or more Options.

     "Options" has the meaning set forth in the recitals hereto.

     "Person" means a corporation, an association, a trust, a partnership, a
limited liability company, a joint venture, an organization, a business, an
individual, a government or political subdivision thereof, or a governmental
body.

     "Prospectus" means the prospectus included in any Registration Statement,
together with and including any amendment or supplement to such prospectus,
covering the public offering of any portion of the Registrable Securities
covered by a Registration Statement, and all material incorporated by reference
in such Prospectus.

     "Registering Shareholder" means any Shareholder whose Registrable
Securities are included in a Registration Statement filed pursuant to this
Agreement.

     "Registrable Securities" means: (i) the shares of Common Stock held by OIL
or any subsidiary thereof on the date hereof or that may be acquired by OIL or
any subsidiary thereof from time to time after the date hereof; (ii) the shares
of Common Stock acquired before or after the date hereof upon the exercise of
Options and held by any Shareholder; and (iii) any shares or other securities
into which or for which the shares of Common Stock referred to in clauses (i)
and (ii) above may be changed, converted or exchanged after the date hereof and
any other shares or securities issued after the date hereof in respect of such
shares (or such shares or other securities into which or for which such shares
are so changed, converted or exchanged), in each case, upon any
reclassification, stock combination, stock subdivision, stock dividend, share
exchange, merger, consolidation or similar transaction held by a shareholder;
provided, however, that a security will cease to be a Registrable Security when
it (i) has been effectively registered under the Securities Act and disposed of
in accordance with the Registration Statement covering it or (ii) is sold
pursuant to Rule 144 (or any similar rule then in force) under the Securities
Act.

     "Registration Statement" means a registration statement filed or to be
filed by the Company with the Commission covering Registrable Securities.

     "Relatives" means, with respect to any individual, the spouse, parents,
siblings and descendants of such individual and their respective issue (whether
by blood or adoption and including stepchildren) and the spouses of such
persons.

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     "Securities Act" means the Securities Act of 1933, as amended, or any
successor federal statute, together with the rules and regulations of the
Commission promulgated thereunder, as in effect at the time.

     "Shareholder" means (i) OIL, any subsidiary thereof or successor thereto
that holds Registrable Securities or (ii) any Option Holder that agrees to
become a party to this Agreement in accordance with the provisions hereof.

                                   ARTICLE II

                               REGISTRATION RIGHTS

     2.1 Demand Registration.

         (a) Request for Registration. Subject to the provisions hereof, at any
time and from time to time, OIL may make a written request (a "Demand") that the
Company prepare and file with the Commission a Registration Statement on Form
S-1 or, if the Company is then eligible to do so, that the Company prepare and
file with the Commission a Registration Statement on Form S-3, so as to permit a
public offering and sale of Registrable Securities held by any Shareholder. Any
Demand shall specify the number of Registrable Securities proposed to be
registered and the intended method of disposition thereof. A registration
effected pursuant to this Section 2.1 is hereinafter referred to as a "Demand
Registration."

         (b) Limitation on Demand Rights. Notwithstanding anything to the
contrary set forth in Section 2.1(a) hereof: (i) no Demand may be made less than
(A) one hundred and eighty (180) days following the effective date of the
Registration Statement on Form S-1 filed by the Company in connection with an
initial public offering of the Common Stock or (B) one hundred and twenty (120)
days following the effective date of any Registration Statement filed by the
Company pursuant to Section 2.1 hereof; and (ii) OIL shall not be entitled to
make more than one Demand that the Company prepare and file with the Commission
a Registration Statement on Form S-l.

         (c) Right to Delay Demand Registration. If, at any time when a Demand
is received by the Company, (i) the Company has undertaken to prepare a
registration statement which is intended to be filed within one hundred and
twenty (120) days from the date the Demand was received, or (ii) the Company's
Board of Directors determines in good faith that filing a Registration Statement
in response to such Demand either (A) would require the Company to make a public
disclosure of information which would have a material adverse effect upon the
Company or would be significantly disadvantageous to the Company or its
shareholders or (B) could interfere with, or would require the Company to
accelerate public disclosure of, any material financing, acquisition,
disposition, corporate reorganization or other material transaction involving
the Company or its subsidiaries, then the Company may, at its sole option, cause
the registration requested pursuant to the Demand to be delayed for a period not
in excess of one hundred and twenty (120) days from the effective date of the
registration statement which the Company is preparing or from the date such
Demand was received (such right to delay a request pursuant to clause (ii) of
this Section 2.1(c) may be exercised by the Company not more than twice in any
calendar year). If there is a postponement under this Section 2.1(c), OIL may

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withdraw such Demand by giving notice in writing to the Company. In such case,
no Demand will have been delivered for the purposes of this Section 2.1.

         (d) Company Participation. The Company may elect to register in any
Registration Statement prepared pursuant to a Demand made under this Section 2.1
any additional shares of Common Stock (including, without limitation, any shares
of Common Stock to be distributed in a primary offering made by the Company).
Such election, if made, shall be made by the Company giving written notice to
OIL stating (i) that the Company proposes to include additional shares of Common
Stock in such Registration Statement and (ii) the number of shares of Common
Stock proposed to be so included.

         (e) Withdrawal Right. OIL shall have the right to withdraw any Demand
by giving written notice to the Company of its request to withdraw; provided,
however, that (i) such withdrawal request must be made in writing prior to the
earlier of (A) the execution of the underwriting agreement or the execution of
the custody agreement with respect to such Demand Registration or (B) in the
absence of any such agreement, the date on which the Registration Statement
filed pursuant to such Demand is declared effective, and (ii) such withdrawal
shall be irrevocable and, after making such withdrawal, OIL shall not be
entitled to make any subsequent Demand for a period of one hundred and twenty
(120) days after the date of such withdrawal.

         (f) Effective Demand. For purpose of clause (ii) of Section 2.1(b)
hereof, a Demand, if made pursuant to Section 2.1(a) and not withdrawn in
accordance with Section 2.1(e), shall be deemed to have been made only if (i) in
response thereto, the Company shall have filed a Registration Statement, (ii)
such Registration Statement shall have been declared effective under the
Securities Act and (iii) such Registration Statement shall not have become the
subject of any stop order, injunction or other order or requirement of the
Commission or any other governmental or administrative agency which prevents the
sale of the relevant Registrable Securities pursuant to such Registration
Statement, and no court prevents or otherwise limits the sale of such securities
pursuant to such Registration Statement; provided, however, that,
notwithstanding anything to the contrary set forth in this Section 2.1(f), a
Demand shall be deemed to have been made by OIL, if OIL made a Demand and either
(x) OIL withdrew such Demand after the earlier of (A) the execution of the
underwriting agreement or the execution of the custody agreement with respect to
such Demand Registration or (B) in the absence of any such agreement, the date
on which the Registration Statement filed pursuant to such Demand is declared
effective, or (y) the failure of one or more of the conditions set forth in
clauses (i), (ii) or (iii) of this Section 2.1(f) to be satisfied is
attributable to the acts or omissions of OIL.

     2.2 Piggyback Registration.

         (a) Notice of Registration. If, at any time, the Company proposes to
file a registration statement with the Commission in connection with any public
offering of Common Stock (other than in connection with its initial public
offering of Common Stock), whether for the account of the Company or any other
Person (other than a registration statement on Form S-4 or Form S-8 (or any
successor forms under the Securities Act) or other registrations relating solely
to employee benefit plans or any transaction governed by Rule 145 under the
Securities Act), the Company shall give written notice of such proposed filing
and the proposed date

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thereof to each Shareholder that owns Registrable Securities at least twenty
(20) days before the anticipated filing of such registration statement, offering
such Shareholder the opportunity to offer and sell Registrable Securities owned
by such Person, by means of the prospectus contained in such registration
statement. If such Shareholder desires to have its Registrable Securities
registered under such registration statement pursuant to this Section 2.2, such
Shareholder shall advise the Company thereof in writing within ten (10) days
from the provision of the Company's notice (which request shall set forth the
number of Registrable Securities for which registration is requested). Subject
to Section 2.3 hereof, the Company shall include in such registration statement,
if filed, all Registrable Securities so requested by such Shareholder to be
included so as to permit such securities to be sold or disposed of in the manner
and on the terms set forth in such request. Such registration shall hereinafter
be called a "Piggyback Registration." The Company shall have the right at any
time to delay or discontinue, without liability to the Shareholders, any
Piggyback Registration under this Section 2.2 at any time prior to the effective
date of the Registration Statement if the proposed offering of Common Stock
contemplated thereunder is discontinued.

         (b) Withdrawal Right. Any Shareholder shall have the right to withdraw
its request for inclusion of its Registrable Securities in any Registration
Statement pursuant to this Section 2.2 by giving written notice to the Company
of its request to withdraw; provided, however, that (i) such withdrawal request
must be made in writing prior to the earlier of the execution of the
underwriting agreement or the execution of the custody agreement with respect to
such Piggyback Registration and (ii) such withdrawal shall be irrevocable and,
after making such withdrawal, such Shareholder shall no longer have any right to
include Registrable Securities in the Piggyback Registration from which such
Shareholder withdrew.

     2.3 Allocation of Securities Included in Registration Statements. In
connection with any Registration Statement in which the Shareholders have
requested to include Registrable Securities which relates to an underwritten
public offering, if the managing underwriter(s) of such offering advise(s) that
the inclusion in such Registration Statement of some or all of the shares sought
to be registered thereunder exceeds the number of shares (the "Saleable Number")
that can be sold in an orderly fashion without a substantial risk that the price
per share to be derived from such registration will be materially and adversely
affected, then the number of shares offered thereunder shall be limited to the
Saleable Number and shall be allocated, subject to Section 3.5 below, as
follows:

          (i)  if such registration is being effected in connection with any
               Piggyback Registration requested by the Shareholders for
               inclusion pursuant to Section 2.2 hereof, (1) first, to all the
               shares of Common Stock that the Company proposes to register for
               its own account, (2) second, the difference, if any, between the
               Saleable Number and the number of shares to be included pursuant
               to clause (1) above, to Registrable Securities of OIL, (3) third,
               the difference, if any, between the Salable Number and the number
               of shares to be included pursuant to clauses (1) and (2) above,
               to Registrable Securities of the other Shareholders, pro rata on
               the basis of the number of Registrable Securities requested to be
               included in such Piggyback Registration by each such Shareholder,
               until such

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               Shareholders have sold all such Registrable Securities, and (4)
               fourth, the difference, if any, between the Saleable Number and
               the number of shares to be included pursuant to clauses (1), (2)
               and (3) above, to all other selling shareholders, pro rata on the
               basis of the number of shares offered for sale by each such
               shareholder; and

          (ii) if the registration is being effected pursuant to a Demand
               Registration requested by OIL pursuant to Section 2.1 hereof, (1)
               first, to Registrable Securities of OIL, (2) second, the
               difference, if any, between such number and the number of shares
               to be included in such Demand Registration pursuant to clause (1)
               above, to Registrable Securities of the other Shareholders
               participating in the offering, pro rata, on the basis of the
               number of Registrable Securities requested to be included in such
               Demand Registration by each such Shareholder, until such
               Shareholders have sold all such Registrable Securities, (3)
               third, the difference, if any, between the Saleable Number and
               the number of shares to be included pursuant to clauses (1) and
               (2) above, to shares that the Company proposes to register for
               its own account, and (4) fourth, the difference, if any, between
               the Saleable Number and the number of shares to be included
               pursuant to clauses (1), (2) and (3) above, to all other selling
               shareholders, pro rata on the basis of the number of shares
               requested to be included by each such shareholder.

     2.4 Certain Notices; Suspension of Sales. The Company may, upon written
notice to the Registering Shareholders, suspend such Registering Shareholder's
use of any Prospectus (which is a part of any Registration Statement) for a
reasonable period not to exceed one hundred and twenty (120) days if the Company
in its reasonable judgment believes it may possess material non-public
information the disclosure of which in its reasonable judgment would have a
material adverse effect on the Company and/or its subsidiaries. Each Registering
Shareholder of Registrable Securities agrees by its acquisition of such
Registrable Securities to hold any communication by the Company pursuant to this
Section 2.4 in confidence.

                                  ARTICLE III

                             REGISTRATION PROCEDURES

     3.1 Registration Procedures. Subject to the terms of this Agreement,
whenever the Company is required to effect or cause the registration of
Registrable Securities pursuant to Article II hereof, the Company shall use its
best efforts to effect the registration of such Registrable Securities in
accordance with the intended method of disposition thereof as quickly as
practicable. In connection with any Demand Registration, the Company shall,
except as set forth in Section 2.1(c), as expeditiously as possible (and in no
event more than one hundred and twenty (120) days from the date of receipt of a
Demand) prepare and file with the Commission a Registration Statement on such
form (including Form S-3) for which the Company then qualifies as the Company
shall deem appropriate and which shall be available for the sale of the
Registrable Securities to be registered thereunder in accordance with the
provisions of this

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Agreement and in accordance with the intended method of disposition of such
Registrable Securities. The Company shall use its best efforts to cause any
Registration Statement filed hereunder to be declared effective as soon as
reasonably practicable after the filing thereof with the Commission, including,
without limitation, preparing and/or filing with the Commission such other
documents as may be necessary to comply with the provisions of the Securities
Act. Subject to the provisions of Section 2.4 hereof, the Company shall, as
expeditiously as possible, prepare and file with the Commission such amendments
and supplements to any Registration Statement filed hereunder and the Prospectus
used in connection therewith as may be necessary to keep such Registration
Statement effective (pursuant to Rule 415 under the Securities Act or otherwise)
until the earlier of (i) the date on which all of the Registrable Securities
registered therein shall have been sold, and (ii) ninety (90) days after such
Registration Statement is declared effective. The Company shall use its best
efforts to cause all shares of Common Stock so registered to be listed,
commencing not later than the effective date of the applicable registration
statement, on the NYSE or such other national securities exchange (including the
Nasdaq National Market) on which the Company's shares of Common Stock are listed
at such time, and the Company shall enter into all related customary agreements,
including a listing application and indemnification agreement in customary form,
and provide a transfer agent and registrar for the shares of Common Stock being
registered not later than the effective date of the applicable registration
statement. The Company shall take such other actions as are reasonable and
necessary to comply with the Securities Act, the Exchange Act and all applicable
rules and regulations promulgated thereunder, or with the reasonable request of
any Registering Shareholder with respect to the registration, qualification and
distribution of the shares of Common Stock to be registered.

     3.2 Copies; Review.

         (a) At least five (5) Business Days before filing a Registration
Statement or Prospectus or any amendment or supplement thereto (whether before
or after effectiveness), the Company will furnish to the Registering
Shareholders copies of all such documents proposed to be filed. Such documents
will be subject to the review of the Registering Shareholders. The Company will
immediately amend such Registration Statement and Prospectus to include such
reasonable changes as the Registering Shareholders and the Company reasonably
agree should be included therein. Any Registering Shareholder requesting a
change which, in its reasonable judgment, is unreasonably refused by the Company
may withdraw its Registrable Securities from such Registration Statement.

         (b) The Company shall make available for inspection by any Registering
Shareholder, any underwriter(s) participating in any disposition pursuant to a
Registration Statement, and any attorney, accountant or other agent retained by
any such Shareholder or underwriter (collectively, the "Inspectors"), all
material financial and other records, pertinent documents and properties of the
Company as shall be necessary to enable them to exercise their due diligence
responsibility. The Company shall cause its officers, directors and employees to
supply all material information requested by any such Inspector in connection
with any such Registration Statement.

     3.3 Amendments. Subject to Section 2.4 hereof, the Company shall (a)
prepare and file with the Commission such amendments and post-effective
amendments to the Registration

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Statement as may be necessary to keep the Registration Statement effective for
the applicable time period required herein, (b) cause the Prospectus to be
supplemented by any required Prospectus supplement, and as so supplemented to be
filed pursuant to Rule 424 under the Securities Act, and (c) comply with the
provisions of the Securities Act with respect to the disposition of all
securities covered by such Registration Statement during the applicable period
in accordance with the intended methods of disposition by the Registering
Shareholders set forth in such Registration Statement or Prospectus supplement.

     3.4 Notification. The Company shall promptly notify the Registering
Shareholders and (if requested by any such Person) confirm such notification in
writing, (a) when the Prospectus has been filed, and, with respect to the
Registration Statement, when it has become effective, (b) of any request by the
Commission for amendments or supplements to the Registration Statement or the
Prospectus or for additional information, (c) of the issuance of any stop order
suspending the effectiveness of the Registration Statement, or the refusal or
suspension of qualification of registration of Registrable Securities, or the
initiation of any proceedings for that purpose, (d) of the receipt by the
Company of any notification with respect to the suspension of the qualification
or exemption from qualification of any of the Registrable Securities for sale in
any jurisdiction, or the initiation or threatening of any proceeding for such
purpose, and (e) of any event that makes any material statement made in the
Registration Statement, the Prospectus or any document incorporated therein by
reference untrue or that requires the making of any changes in the Registration
Statement, the Prospectus or any document incorporated therein by reference in
order to make the statements therein, in light of the circumstances under which
they were made, not misleading in any material respect. Subject to Section 2.4
hereof, the Company will make every reasonable effort to obtain the withdrawal
of any order suspending the effectiveness of the Registration Statement at the
earliest possible moment. If any event contemplated by clause (e) occurs,
subject to Section 2.4 hereof, the Company shall promptly prepare a supplement
or post-effective amendment to the Registration Statement or the Prospectus or
file any other required document so that, as thereafter delivered to the
purchasers of the Registrable Securities, the Prospectus will not contain an
untrue statement of a material fact or omit to state any material fact necessary
to make the statements therein, in light of the circumstances under which they
were made, not misleading. Upon receipt of any notice from the Company that any
event of the kind described in clause (b), (c), (d) or (e) has happened, each
Registering Shareholder shall discontinue offering the Registrable Securities
until the Registering Shareholder receives the copies of the supplemented or
amended Prospectus contemplated by the previous sentence, or until it is advised
in writing by the Company that the use of the Prospectus may be resumed, and has
received copies of any additional or supplemental filings that are incorporated
by reference in the Prospectus.

     3.5 Information Included. The Company may require each Registering
Shareholder to furnish in writing to the Company such information regarding the
Registering Shareholder and the distribution of the Registrable Securities as
the Company may from time to time reasonably require for inclusion in the
Registration Statement, and such other information as may be legally required in
connection with such registration including, without limitation, all such
information as may be requested by the Commission or the NYSE or any other
applicable national exchange upon which the Common Stock is listed or to be
listed. Each Registering Shareholder shall provide such information in writing
and signed by such Shareholder and stated to be specifically for inclusion in
the Registration Statement. The Company may exclude from such registration

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the Registrable Securities of any Registering Shareholder that fails to furnish
such information within a reasonable time after receiving such request. Each
Registering Shareholder agrees to furnish to the Company all information
required to be disclosed in order to make the information previously furnished
to the Company by such Registering Shareholder not misleading. If requested by
the Registering Shareholders, the Company will, as soon as practicable,
incorporate in a Prospectus supplement or post-effective amendment such
information as the Registering Shareholders reasonably request be included
therein relating to the sale of the Registrable Securities, including, but not
limited to, information with respect to the number of Registrable Securities
being sold and any other terms of the distribution of the Registrable Securities
to be sold in such Offering. Subject to Section 2.4 hereof, the Company will
make all required filings of such Prospectus supplement or post-effective
amendment as promptly as practicable after being notified of the matters to be
incorporated in such Prospectus supplement or post-effective amendment.

     3.6 Underwritten Offerings. In the event that the distribution of the
Registrable Securities covered by a Registration Statement filed hereunder shall
be effected by means of an underwriting, the following provisions shall apply:

         (a) if such distribution of Registrable Securities is being effected
pursuant to a Demand Registration, the underwriter(s) shall be designated by
OIL;

         (b) the Company shall (i) cooperate with the underwriter(s), including
attending any road shows and providing such assistance as the underwriter(s) may
reasonably request in connection with the preparation of any materials necessary
or desirable to effect such underwriting, (ii) enter into any such underwriting
agreement as shall be appropriate under the circumstances, (iii) use its best
efforts to comply with and satisfy all of the terms and conditions of each such
underwriting agreement to which it shall be a party, and (iv) comply with all
applicable rules and regulations of the Commission including, without
limitation, applicable reporting requirements under the Exchange Act;

         (c) if such distribution of Registrable Securities is being effected
pursuant to a Demand Registration, including, without limitation, in any primary
offering by the Company, any over-allotment option to be granted to the managing
underwriter(s) shall be allocated to and granted by any Person designated by
OIL, and if such distribution is being effected pursuant to a Piggyback
Registration, any over-allotment option to be granted to the managing
underwriter(s) shall be allocated to and granted by the Company (in the event of
any primary offering by the Company) and all selling shareholders pro-rata based
on the number of shares sold pursuant to such offering; and

         (d) the Registering Shareholder(s) shall enter into underwriting
agreement(s), power(s) of attorney and custody agreement(s), which agreements
and powers shall contain customary provisions as shall be appropriate under the
circumstances.

     3.7 Copies. The Company will (i) promptly furnish to the Registering
Shareholders without charge, at least one signed copy of the Registration
Statement and any post-effective amendment thereto, including financial
statements and schedules, all documents incorporated therein by reference and
all exhibits (including those incorporated by reference), and

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(ii) promptly deliver to the Registering Shareholders without charge, as many
copies of the Prospectus (including each Preliminary Prospectus) and any
amendment or supplement thereto as such Persons may reasonably request. The
Company consents to the use of the Prospectus or any amendment or supplement
thereto by the Registering Shareholders in connection with the offering and sale
of the Registrable Securities covered by the Prospectus or any amendment or
supplement thereto.

     3.8 Blue Sky Registration. Prior to any offering of Registrable Securities
covered by a Registration Statement under Section 2.1 or 2.2, the Company will
register or qualify or cooperate with the Registering Shareholders and their
respective counsel in connection with the registration or qualification of such
Registrable Securities under the securities or blue sky laws of any such
jurisdictions in the United States as the Registering Shareholders reasonably
request in writing, and do any and all other acts or things necessary or
advisable to enable the disposition in such jurisdictions of such Registrable
Securities. The Company will not be required to take any actions under this
Section 3.8 if such actions would require the Company to (i) qualify to do
business in any jurisdiction where it is not then so qualified, (ii) submit to
the general taxation of any jurisdiction where it is not then so subject or
(iii) file in any jurisdiction any general consent to service of process.

     3.9 Certificates. The Company will cooperate with the Registering
Shareholders to facilitate the timely preparation and delivery of certificates
representing Registrable Securities to be sold that do not bear any restrictive
legends. Such certificates will be in such denominations and registered in such
names as the Registering Shareholders request at least two (2) Business Days
prior to any sale of Registrable Securities.

     3.10 Section 11(a) Notice. The Company will make generally available to its
shareholders the information required pursuant to the provisions of Section
11(a) of the Securities Act and Rule 158 thereunder.

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     3.11 Registration Expenses.
          ---------------------

         (a) Company Expenses. Subject to the provisions of Section 3.11(b)
below, the Company shall pay all expenses incident to the Company's performance
of or compliance with this Agreement, including, but not limited to, all
registration and filing fees, fees and expenses of compliance with securities or
blue sky laws, fees and expenses incurred in connection with the quotation or
listing of the Registrable Securities on the NYSE (or any other national
securities exchange on which such securities are then listed), transfer agent
fees, printing expenses, messenger expenses, telephone and delivery expenses,
and fees and disbursements of counsel to the Company, counsel to the
underwriter(s) of any underwritten offering (but only to the extent that the
Company or the Registering Shareholders are contractually required to bear such
fees and disbursements pursuant to the applicable underwriting agreement(s)) and
of independent certified public accountants of the Company. The Company shall
also pay for (i) the fees and expenses of one firm of legal counsel, if any,
retained to represent all the Registering Shareholders in connection with any
Registration Statement filed hereunder, (ii) the Company's internal expenses,
including the expense of any annual audit, (iii) the fees and expenses of any
Person retained by the Company, and (iv) the cost of furnishing copies of each
preliminary Prospectus, each final Prospectus and each such amendment or
supplement thereto to the underwriters, dealers and other purchasers of shares
of Common Stock.

         (b) Shareholder Expenses. The Registering Shareholders shall pay all
underwriting fees, commissions and discounts with respect to the sale of any
Registrable Securities and any transfer taxes incurred in respect of such sale.
Each Registering Shareholder shall also be responsible for the payment of all
fees and expenses of legal counsel retained by it, other than the fees and
expenses of the firm of legal counsel retained to represent all the Registering
Shareholders in connection with any Registration Statement filed hereunder for
which the Company is responsible pursuant to Section 3.11(a) above.

                                   ARTICLE IV

                                 INDEMNIFICATION

     4.1 Indemnification by the Company. The Company will indemnify and hold
harmless each of the Registering Shareholders and each Person, if any, who
controls a Registering Shareholder (within the meaning of Section 15 of the
Securities Act ) (each, a "Shareholder Control Person") from and against any and
all losses, claims, damages and liabilities ("Losses") reasonably incurred in
connection with, and any amount paid in settlement of, any action suit or
proceeding or any claim asserted to which the Registering Shareholder or
Shareholder Control Person may become subject under the Securities Act, the
Exchange Act or other federal or state securities laws or regulations, at common
law or otherwise, insofar as such Losses arise out of or are based upon (a) any
untrue statement or alleged untrue statement of a material fact contained in any
Registration Statement, Prospectus or preliminary prospectus or any amendment or
supplement thereto or the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading, or (b) any violation by the Company of the Securities Act or the
Exchange Act, or other federal or state securities laws

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applicable to the Company and relating to any action or inaction required of the
Company in connection with such registration. In addition, the Company will
reimburse the Registering Shareholder and Shareholder Control Person(s) for any
reasonable investigation, legal or other expenses incurred by such Registering
Shareholder or Shareholder Control Person(s) in connection with investigating or
defending any such Loss. Notwithstanding anything herein to the contrary, the
Company will not be liable with respect to the portion of any such Loss that (i)
arises out of or is based upon any alleged untrue statement or alleged omission
made in such Registration Statement, preliminary Prospectus, Prospectus, or
amendment or supplement in reliance upon and in conformity with written
information furnished to the Company by the Registering Shareholders
specifically for use therein or (ii) attributable to a Registering Shareholder's
(A) use of a Prospectus after being notified by the Company to suspend use
thereof pursuant to Section 3.4 above or (B) failure to deliver a final
Prospectus to the Person asserting any losses, claims, damages and liabilities
and judgments caused by any untrue statement or alleged untrue statement of a
material fact contained in any preliminary prospectus, or caused by any omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, if such
material misstatement or omission or alleged material misstatement or omission
was cured in an amended or supplemented Prospectus prepared by the Company and
delivered to the Registering Shareholder at or prior to the time written
confirmation of sale to such Person was required to be made. The foregoing
indemnity will remain in full force and effect regardless of any investigation
made by or on behalf of the Registering Shareholder or Shareholder Control
Person, and will survive the transfer of such securities by the Registering
Shareholder.

     4.2 Indemnification by Registering Shareholders. If a Registering
Shareholder sells Registrable Securities under a Prospectus that is part of a
Registration Statement, the Registering Shareholder shall indemnify and hold
harmless the Company, its directors, each officer who signed such Registration
Statement and each Person who controls the Company (within the meaning of
Section 15 of the Securities Act) (each, a "Controlling Person") under the same
circumstances as the foregoing indemnity from the Company to the Registering
Shareholders and Shareholder Control Persons, but only to the extent that such
Losses arise out of or are based upon any untrue or allegedly untrue statement
of a material fact or omission or alleged omission of a material fact that was
made in the Prospectus, the Registration Statement, any preliminary prospectus,
or any amendment or supplement thereto, in reliance upon and in conformity with
written information relating to a Registering Shareholder or a Shareholder
Control Person furnished to the Company by a Registering Shareholder expressly
for use therein. In no event will the aggregate liability of a Registering
Shareholder and/or a Shareholder Control Person exceed the amount of the net
proceeds received by the Registering Shareholder upon the sale of the
Registrable Securities giving rise to such indemnification obligation. Such
indemnity will remain in full force and effect regardless of any investigation
made by or on behalf of the Company or such officer, director, employee or
Controlling Person and will survive the transfer of such securities by the
Registering Shareholder.

     4.3 Contribution. If the indemnification provided for in Section 4.1 or 4.2
is unavailable to an indemnified party, then each applicable indemnifying party,
in lieu of indemnifying such indemnified party, will have a joint and several
obligation to contribute to the amount paid or payable by such indemnified party
as a result of such Losses. Such contribution will be in such proportion as is
appropriate to reflect the relative fault of the indemnifying party,

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on the one hand, and such indemnified party, on the other hand, in connection
with the actions, statements or omissions that resulted in such Losses, as well
as any other relevant equitable considerations. The relative fault of such
indemnifying party, on the one hand, and indemnified party, on the other hand,
will be determined by reference to, among other things, whether any action in
question, including any untrue or alleged untrue statement of a material fact or
omission or alleged omission to state a material fact, has been taken or made
by, or relates to information supplied by, such indemnifying party or
indemnified party, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent any such action, statement or
omission. The amount paid or payable by a party as a result of any such Losses
will be deemed to include any investigation, legal or other fees or expenses
incurred by such party in connection with any investigation or proceeding, to
the extent such party would have been indemnified for such expenses if the
indemnification provided for in Section 4.1 or 4.2 was available to such party.
If, however, the allocation provided above is not permitted by applicable law,
then each indemnifying party shall contribute to the amount paid or payable by
such indemnified party in such proportion as is appropriate to reflect not only
such relative faults but also the relative benefits of the indemnifying party
and the indemnified party as well as any other relevant equitable
considerations. The parties hereto agree that it would not be just and equitable
if contributions pursuant to this Section 4.3 were to be determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to in the preceding sentences of this
Section 4.3. No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.

     4.4 Conduct of Indemnification Proceedings. Any Person entitled to
indemnification hereunder will (a) give prompt notice to the indemnifying party
of any claim with respect to which it seeks indemnification, and (b) permit such
indemnifying party to assume the defense of such claim with counsel reasonably
satisfactory to the indemnified party; provided that the failure to give such
notice shall not relieve an indemnifying party of liability except to the extent
it has been prejudiced as a result of such failure. Any Person entitled to
indemnification hereunder shall have the right to employ separate counsel and to
participate in (but not control) the defense of such claim, but the fees and
expenses of such counsel will be at the expense of such Person and not of the
indemnifying party unless (x) the indemnifying party has agreed to pay such fees
or expenses, (y) the indemnifying party has failed to assume the defense of such
claim and employ counsel reasonably satisfactory to such Person within a
reasonable period of time pursuant to this Agreement, or (z) a conflict of
interest exists between such Person and the indemnifying party with respect to
such claims that would make such separate representation required under
applicable ethical rules. In the case of clause (z) above, if the Person
notifies the indemnifying party in writing that such Person elects to employ
separate counsel at the expense of the indemnifying party, the indemnifying
party shall not have the right to assume the defense of such claim on behalf of
such Person. If such defense is not assumed by the indemnifying party, the
indemnifying party shall not be subject to any liability for any settlement made
without its consent (but such consent shall not be unreasonably withheld). No
indemnified party will be required to consent to entry of any judgment or enter
into any settlement that does not include as an unconditional term the giving of
a release, by all claimants or plaintiffs to such indemnified party from all
liability with respect to such claim or litigation. Any indemnifying party who
is not entitled to, or elects not to, assume the defense of a claim

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will not be obligated to pay the fees and expenses of more than one counsel
(other than required local counsel) for all parties indemnified by such
indemnifying party with respect to such claim.

                                   ARTICLE V

                                OTHER AGREEMENTS

     5.1 Restrictions on Public Sale by the Shareholders. If requested by the
managing underwriter(s) of an underwritten public offering, the Shareholders
will not effect any public sale or distribution of securities of the same class
(or securities exchangeable or exercisable for or convertible into securities of
the same class) as the securities included in such offering (including, but not
limited to, a sale pursuant to Rule 144 of the Securities Act) during the 10-day
period prior to and the 180-day period beginning on the effective date of, such
offering (the "Lock-up Period"). Notwithstanding the foregoing, if (1) during
the last 17 days of the Lock-Up Period the Company issues an earnings release or
material news of a material event relating to the Company occurs or (2) prior to
the expiration of the Lock-Up Period, the Company announces that it will release
earnings results during the 17-day period beginning on the last day of the
Lock-Up Period, then the Lock-Up Period shall continue to apply until the
expiration of the 17-day period beginning on the issuance of the earnings
release or the occurrence of the material news or material event.

     5.2 Rule 144. The Company shall file, on a timely basis, all reports
required to be filed by it under the Securities Act and the Exchange Act, and
will take such further action and provide such documents as the Shareholders may
reasonably request, all to the extent required from time to time to enable the
Shareholders to sell Registrable Securities without registration under the
Securities Act within the limitation of the conditions provided by (i) Rule 144
under the Securities Act, as such rule may be amended from time to time, or (ii)
any similar rule or regulation hereafter adopted by the Commission. Upon the
request of a Shareholder, the Company will deliver to the Shareholder a
statement verifying that it has complied with such information and requirements.

                                   ARTICLE VI

                                  MISCELLANEOUS

     6.1 Amendments; Waivers. This Agreement may not be amended, changed,
supplemented, waived or otherwise modified or terminated, except upon the
execution and delivery of a written agreement executed by the parties hereto.

     6.2 Entire Agreement. This Agreement constitutes the entire agreement
between the parties hereto pertaining to its subject matter and supersedes and
replaces all prior agreements and understandings of the parties in connection
with such subject matter.

     6.3 Notices. All notices and other communications hereunder shall be given
in writing and delivered personally, by registered or certified mail (postage
prepaid return receipt requested), by overnight courier (postage prepaid),
facsimile transmission or similar means, to the party to receive such notices or
communications at the address set forth below (or such other

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address as shall from time to time be designated by such party to the other
parties in accordance with this Section 6.3):

              If to the Company: Ormat Technologies, Inc.
                                 980 Greg Street
                                 Sparks, Nevada  89431
                                 Attention: President
                                 Facsimile: (775) 356-9039

              If to OIL:         Ormat Industries Ltd.
                                 Industrial Area
                                 Scydlowski Road
                                 PO Box 68
                                 Yavne, 81100
                                 Israel
                                 Attention: President
                                 Facsimile: +972- 8-943-9901

All such notices and communications hereunder shall be deemed given when
received, as evidenced by the signed acknowledgment of receipt of the person to
whom such notice or communication shall have been personally delivered, the
acknowledgment of receipt returned to the sender by the applicable postal
authorities, the confirmation of delivery rendered by the applicable overnight
courier service, or the confirmation of a successful facsimile transmission of
such notice or communication. A copy of any notice or other communication given
by any party to any other party hereto, with reference to this Agreement, shall
be given at the same time to the other parties to this Agreement.

     6.4 GOVERNING LAW. THE PARTIES HERETO AGREE THAT THIS AGREEMENT, AND THE
RESPECTIVE RIGHTS, DUTIES AND OBLIGATIONS OF THE PARTIES HEREUNDER, SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAW THEREUNDER.

     6.5 Assignment. No Shareholder shall be permitted to assign any of its
rights or obligations hereunder by operation of law or otherwise without the
prior written consent of the Company; provided, that a Shareholder may assign
any of its rights or obligations hereunder to any Affiliate of such Shareholder
without obtaining the prior written consent of the Company so long as such
Affiliate agrees in writing to be bound by the provisions of this Agreement that
are applicable to such Shareholder as if such Affiliate was an original party
hereto. Notwithstanding any such assignment, such Shareholder shall continue to
be liable for the performance of all obligations of such Shareholder and those
of its assignee hereunder.

     6.6 Severability. Whenever possible, each provision or portion of any
provision of this Agreement will be interpreted in such manner as to be
effective and valid under applicable law. If any provision or portion of any
provision of this Agreement is held to be invalid, illegal or unenforceable in
any respect under any applicable law or rule in any jurisdiction, such
invalidity, illegality or unenforceability will not affect any other provision
or portion of any

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provision in such jurisdiction, and this Agreement will be reformed, construed
and enforced in such jurisdiction as if such invalid, illegal or unenforceable
provision or portion of any provision had never been contained herein.

     6.7 No Waiver. The failure of any party hereto to exercise any right, power
or remedy provided under this Agreement or otherwise available in respect hereof
at law or in equity, or to insist upon compliance by any other party hereto with
its obligations hereunder, and any custom or practice of the parties at variance
with the terms hereof, shall not constitute a waiver by such party of its right
to exercise any such or other right, power or remedy or to demand such
compliance.

     6.8 No Third Party Beneficiaries. This Agreement is not intended to be for
the benefit of, and shall not be enforceable by, any Person who or which is not
a party hereto. Any Person who or which is not a party hereto shall not be
entitled to any benefit hereunder except that any Option Holder designated in
writing by OIL from time to time shall be entitled to become a party hereto by
executing a counterpart to this Agreement in the form annexed hereto as Exhibit
A. If such Option Holder executes a counterpart to this Agreement in the form
annexed hereto as Exhibit A such Option Holder shall thereafter be deemed to
have agreed to be bound by the provisions hereof applicable to Shareholders as
if such Option Holder was an original party hereto, and such Option Holder shall
thereafter be entitled to all benefits accorded to a Shareholder hereunder.

     6.9 Headings. The Section headings in this Agreement are for convenience of
reference only and are not intended to be a part of this Agreement or to affect
the meaning or interpretation of this Agreement.

     6.10 Counterparts. This Agreement may be executed in one or more
counterparts, all of which taken together shall constitute one agreement.

     IN WITNESS WHEREOF, the parties hereto have executed this Registration
Rights Agreement as of the date first set forth above.

                                       ORMAT TECHNOLOGIES, INC.

                                       By: -------------------------------------
                                           Name:  [               ]
                                           Title:[               ]

                                      ORMAT INDUSTRIES LTD.

                                       16

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                                     By: ---------------------------------------
                                         Name:  [                ]
                                         Title:[                ]

                                       17

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                                    EXHIBIT A

                 COUNTERPART SIGNATURE PAGE TO THE REGISTRATION

                      RIGHTS AGREEMENT DATED JULY __, 2004

     REFERENCE IS MADE to the Registration Rights Agreement, dated as of July
__, 2004 (the "Agreement"), by and among Ormat Technologies, Inc. (the
"Company"), Ormat Industries Ltd. ("OIL") and the other parties, if any,
thereto. Capitalized terms defined in the Agreement and not otherwise defined
herein shall have the meanings ascribed to them in the Agreement.

     THE UNDERSIGNED hereby represents to the Company that (i) the undersigned
is a current or former director, officer and/or employee of OIL or of any
subsidiary thereof or an Affiliate of a current or former director, officer or
employee, and (ii) the undersigned beneficially owns one or more options to
purchase from OIL shares of common stock, par value $0.001 per share, of the
Company ("Common Stock") or the undersigned beneficially owns shares of Common
Stock acquired upon the exercise of such options. The undersigned hereby
irrevocably agrees to be a party to the Agreement and to be bound by all
provisions thereof applicable to Shareholders, as if the undersigned was an
original party thereto.

     IN WITNESS THEREOF, the undersigned has executed this counterpart to the
Agreement on this __ day of ______________, _____.

                                             -----------------------------------
                                             Name:

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘S-1/A’ Filing	Date	First	Last	Other Filings

Filed on:	10/22/04			None on these Dates
				List all Filings

4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/23/24  Ormat Technologies, Inc.          10-K       12/31/23  139:27M                                    RDG Filings/FA
 2/24/23  Ormat Technologies, Inc.          10-K       12/31/22  140:25M                                    RDG Filings/FA
 2/25/22  Ormat Technologies, Inc.          10-K       12/31/21  143:66M                                    RDG Filings/FA
 2/26/21  Ormat Technologies, Inc.          10-K       12/31/20  144:33M                                    RDG Filings/FA

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Filing Submission 0000950136-04-003509 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Ormat Technologies, Inc. – IPO: ‘S-1/A’ on 10/22/04 – EX-10.5.5

On: Friday, 10/22/04, at 12:48pm ET · Accession #: 950136-4-3509 · File #: 333-117527

Initial Public Offering (IPO): Pre-Effective Amendment to Registration Statement (General Form) — Form S-1Filing Table of Contents

EX-10.5.5 — Form of Registration Rights Agreement

This exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

4 Subsequent Filings that Reference this Filing

Initial Public Offering (IPO): Pre-Effective Amendment to Registration Statement (General Form) — Form S-1
Filing Table of Contents