Unassociated Document


    Exhibit
      10.2


    Option
      No. _____

    COALOGIX
      INC.

    2008
      STOCK OPTION PLAN

     

    Stock
      Option Agreement

    (Employees)

     

    
      	
              Name
                of Participant:

            	
              William
                J. McMahon

            
	
              Grant
                Date:

            	
              April
                9, 2008

            
	
              Number
                of Shares Subject to Option:

            	
              
                147,050
                  shares [reflects effect of 25-for-1 stock split in July
                  2008]

              

            
	
              Option
                Price:

            	
              
                $5.05
                  [reflects effect of 25-for-1 stock split in July
                  2008]

              

            
	
              Type
                of Option:

            	
              Incentive
                Option

            
	
              Date
                Vesting Begins:

            	
              November
                7, 2008

            
	
              Expiration
                Date:

            	
              April
                8, 2018

            


    

    


     

    THIS
      AGREEMENT (together with Schedule A attached hereto, this "Agreement"), made
      effective as of the 9th day of April, 2008 (the "Grant Date"), by and between
      CoaLogix Inc., a Delaware corporation (the "Corporation"), and William J.
      McMahon, an Employee of the Corporation or an Affiliate (the
      "Participant").

     

    REC ITALS :

     

    In
      furtherance of the purposes of the CoaLogix Inc. 2008 Stock Option Plan, as
      it
      may be hereafter amended and/or restated (the "Plan"), and in consideration
      of
      the services of the Participant and such other good and valuable consideration,
      the receipt and sufficiency of which are hereby acknowledged, the Corporation
      and the Participant hereby agree as follows:

     

    1. Incorporation
      of Plan.
      The
      rights and duties of the Corporation and the Participant under this Agreement
      shall in all respects be subject to and governed by the provisions of the Plan,
      a copy of which is delivered herewith or has been previously provided to the
      Participant and the terms of which are incorporated herein by reference. In
      the
      event of any conflict between the provisions in this Agreement and those of
      the
      Plan, the provisions of the Plan shall govern. Unless otherwise defined herein,
      capitalized terms in this Agreement shall have the same definitions as set
      forth
      in the Plan.

     

    2. Grant
      of Option; Term of Option.
      The
      Corporation hereby grants to the Participant, pursuant to the Plan, as a matter
      of separate inducement and agreement in connection with his employment with
      the
      Corporation, and not in lieu of any salary or other compensation for his
      services, the right and option (the "Option") to purchase all or any part of
      an
      aggregate of One
      Hundred Forty-Seven Thousand Fifty (147,050) shares [reflects effect of 25-for-1
      stock split in July 2008] (the "Shares") of Common Stock, at a purchase
      price (the "Option Price") of Five
      Dollars Five Cents ($5.05) per Share [reflects effect of 25-for-1 stock split
      in
      July 2008]. The Option shall be designated as an Incentive Option. To the
      extent that the Option is designated as an Incentive Option and such Option
      does
      not qualify as an Incentive Option, the Option (or portion thereof) shall be
      treated as a Nonqualified Option. Except as otherwise provided in the Plan,
      the
      Option will expire if not exercised in full before April 8, 2018 (the
      "Expiration Date") (such term commencing with the Grant Date and ending on
      the
      Expiration Date being referred to as the "Option Period").

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    3. Exercise
      of Option.
      The
      Option shall become exercisable on the date or dates and subject to such
      conditions set forth in the Plan, this Agreement and Schedule A, which is
      attached hereto and expressly made a part of this Agreement. To the extent
      that
      the Option is exercisable but is not exercised, the Option shall accumulate
      and
      be exercisable by the Participant in whole or in part at any time prior to
      the
      Expiration Date, subject to the terms of the Plan and this Agreement. Upon
      the
      exercise of an Option in whole or in part, payment of the Option Price in
      accordance with the provisions of the Plan and this Agreement, and satisfaction
      of such other conditions as may be established by the Administrator, the
      Corporation shall promptly deliver to the Participant a certificate or
      certificates for the Shares purchased (or, in the case of uncertificated shares,
      other written evidence of ownership in accordance with Applicable Laws). Payment
      of the Option Price shall be in the form of cash or cash equivalent; provided
      that, except where prohibited by the Administrator or Applicable Law (and
      subject to such terms and conditions as may be established by the
      Administrator), payment may also be made (a) by delivery (by either actual
      delivery or attestation) of shares of Common Stock owned by the Participant;
      (b)
      by shares of Common Stock withheld upon exercise but only if and to the extent
      that payment by such method does not result in accounting consequences deemed
      unacceptable to the Administrator; (c) with respect only to purchases upon
      exercise of the Option after a Public Market for Common Stock exists (as
      determined under the Plan), by delivery of written notice of exercise to the
      Corporation and delivery to a broker of written notice of exercise and
      irrevocable instructions to promptly deliver to the Corporation the amount
      of
      sale or loan proceeds to pay the Option Price; (d) by such other payment methods
      as may be approved by the Administrator and which are acceptable under
      Applicable Laws; or (e) by any combination of the foregoing methods. Shares
      delivered or withheld in payment of the Option Price shall be valued at their
      Fair Market Value on the date of exercise in accordance with Plan
      terms.

     

    4. Effect
      of Change of Control.
      

     

    (a) Notwithstanding
      the other provisions herein, in the event of a Change of Control, the Option,
      if
      outstanding as of the date of such Change of Control, shall become fully vested
      and exercisable, whether or not then otherwise vested and exercisable. In such
      event, the Administrator may (i) determine that the Option must be exercised,
      if
      at all, within a fixed time period (as determined by the Administrator)
      following or prior to such Change of Control, and/or (ii) determine that the
      Option shall terminate after such time period, and/or (iii) make other similar
      determinations regarding the Participant's rights with respect to the Option.
      

     

    (b) For
      the
      purposes herein, a "Change of Control" shall mean the occurrence of any of
      the
      following events with respect to the Corporation:

     

    (i) The
      acquisition of Voting Securities of the Corporation by any person (other than
      a
      stockholder of the Corporation on the Effective Date) immediately after which
      such person has beneficial ownership of more than 50% of the combined voting
      power (determined on an "as converted" common stock equivalent basis) of the
      Corporation's then outstanding Voting Securities;

     

    (ii) A
      merger,
      consolidation or reorganization involving the Corporation, unless:

     

    (A) the
      stockholders of the Corporation, immediately before such merger, consolidation
      or reorganization, own, directly or indirectly, immediately
      following such merger, consolidation or reorganization, at least a majority
      of
      the combined voting power (determined on an "as converted" common stock
      equivalent basis) of the outstanding Voting Securities of the corporation
      resulting from such merger or consolidation or reorganization (the "Surviving
      Corporation"); and

     

    
      
        
        

      

      
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    (B) the
      individuals who were members of the Board immediately prior to the execution
      of
      the agreement providing for such merger, consolidation or reorganization
      constitute at least a majority of the members of the board of directors of
      the
      Surviving Corporation; or

     

    (iii) The
      sale
      or other disposition of all or substantially all of the assets of the
      Corporation (defined as a sale of assets of the Corporation representing more
      than 40% of the Fair Market Value of the total assets held by the Corporation)
      to any person (other than a transfer to a Subsidiary).

     

    (iv) Notwithstanding
      the foregoing, a Non-Control Acquisition shall not constitute a Change of
      Control.

     

    (v) Notwithstanding
      the foregoing, an event described in this Section 4(b) shall only
      constitute a Change of Control if the Change of Control Consideration received
      by Acorn Energy, Inc. in cash, cash equivalents or freely-tradable securities
      or
      securities that become freely-tradable, or such Change of Control Consideration
      that is available for distribution to Acorn Energy, Inc., is a dollar amount
      equal to or greater than the amount required to generate a Thirty Percent (30%)
      Internal Rate of Return on the initial capital contribution of $11,038,700
      made
      by Acorn Energy, Inc. on November 7, 2007, increased by the amount of any cash
      or other property contributed to the capital of the Corporation by Acorn Energy,
      Inc., reduced by any dividends or other distributions paid from the Corporation
      to Acorn Energy, Inc., on or before the Change of Control, and reduced by the
      Change of Control Consideration at the Change of Control date. For example,
      to
      illustrate the provisions of this Section 4(b)(v), assume that Acorn Energy,
      Inc. makes an additional capital contribution of $1,000,000 on July 1, 2008,
      receives a dividend distribution of $500,000 on January 1, 2009, and a
      third-party buyer acquires 100% of the Voting Securities of the Corporation
      on
      September 1, 2010, with the Change of Control Consideration received at closing
      in cash or freely-tradable securities by Acorn Energy, Inc. equal to
      $24,200,000. Such transaction would constitute a Change of Control for purposes
      of this Plan because the Change of Control Consideration received by Acorn
      Energy, Inc. on September 1, 2010 ($24,200,000) exceeds the amount of Change
      of
      Control Consideration required to provide a minimum 30% Internal Rate of Return
      to Acorn Energy, Inc. ($24,121,309). “Internal Rate of Return” means the
      discount rate that results in a net present value of zero for a series of cash
      flows. 

     

    Except
      as
      provided in Section 4(b)(iii) above, in no event shall a Change of Control
      of a
      Subsidiary constitute a Change of Control of the Corporation.

     

    (For
      the
      purposes herein, the term "person" shall mean any individual, corporation,
      partnership, group, association or other person, as such term is defined in
      Section 13(d)(3) or

     

    
      
        
        

      

      
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    Section
      14(d)(2) of the Exchange Act, other than the Corporation, a subsidiary of the
      Corporation or any employee benefit plan(s) sponsored or maintained by the
      Corporation or any subsidiary thereof, and the term "beneficial owner" shall
      have the meaning given the term in Rule 13d-3 under the Exchange
      Act.)

     

    The
      Administrator shall have full and final authority, in its discretion, to
      determine whether a Change of Control of the Corporation has occurred, the
      date
      of the occurrence of such Change of Control and any incidental matters relating
      thereto.

     

    5. Termination
      of Employment.
      The
      Option shall not be exercised unless the Participant is, at the time of
      exercise, an Employee and has been an Employee continuously since the date
      the
      Option was granted, subject to the following: 

     

    (a) The
      employment relationship of the Participant shall be treated as continuing intact
      for any period that the Participant is on military or sick leave or other bona
      fide leave of absence, provided that the period of such leave does not exceed
      three months, or, if longer, as long as the Participant's right to reemployment
      is guaranteed either by statute or by contract. The employment relationship
      of
      the Participant shall also be treated as continuing intact while the Participant
      is not in active service because of Disability. The Administrator shall have
      authority to determine whether the Participant has incurred a Disability, and,
      if applicable, the Participant's Termination Date for any reason.

     

    (b) If
      the
      employment of the Participant terminates because of death or Disability, the
      Option may be exercised only to the extent vested and exercisable on the
      Participant's Termination Date, and the Option must be exercised, if at all,
      prior to the first to occur of the following, whichever shall be applicable:
      (i)
      the close of the period of six months next succeeding the Termination Date;
      or
      (ii) the close of the Option Period. In the event of the Participant's death,
      the Option shall be exercisable by such person or persons as shall have acquired
      the right to exercise the Option by will or by the laws of intestate
      succession.

     

    (c) If
      the
      employment of the Participant terminates for any reason other than Disability,
      death or Cause, the Option may be exercised only to the extent vested and
      exercisable on the Termination Date, and the Option must be exercised, if at
      all, prior to the first to occur of the following, whichever shall be
      applicable: (i) the close of the period of 45 days next succeeding the
      Termination Date; or (ii) the close of the Option Period. In the event of the
      Participant's death, the Option shall be exercisable by such person or persons
      as shall have acquired the right to exercise the Option by will or by the laws
      of intestate succession.

     

    (d) If
      the
      employment of the Participant terminates for Cause, his Option shall lapse
      and
      no longer be exercisable as of the Termination Date, as determined by the
      Administrator. For the purposes of this Agreement, "Cause" shall mean one or
      more of following acts by a Participant: (i) such Participant's breach of (A)
      any material provision of such Participant's employment agreement, or (B) any
      stockholders, confidentiality or noncompetition agreement with the Corporation
      or any Subsidiary; (ii) any intentional act or intentional omission by such
      Participant that causes, or is likely to cause, material harm to the Corporation
      or any Subsidiary or its business reputation; (iii) such Participant's
      dishonesty, fraud, gross negligence or willful misconduct related to
      Participant's performance of his or her
      duties to the Corporation or any Subsidiary; (iv) such Participant's conviction
      of, or such Participant's entry of a plea of guilty or no contest to, a felony
      (other than for motor vehicle offenses the effect of which do not materially
      impair a Participant's performance of his or her duties), or such Participant's
      arrest or indictment for a felony or crime of moral turpitude (other than for
      motor vehicle offenses the effect of which do not materially impair a
      Participant's performance of his or her duties) related to Participant's
      performance of his or her duties; (v) such Participant's repeated use of drugs
      or alcohol that in the reasonable determination of the Board interferes with
      the
      performance by the Participant of his or her duties and that is not cured within
      forty-five (45) days by the Participant taking action reasonably requested
      by
      the Board in writing to address the issue; and (vi) such Participant's willful
      and continued failure (A) to follow the direction (consistent with such
      Participant's duties) of the President and Chief Executive Officer of the
      Corporation, the Board or any other Participant to whom such Participant
      reports, (B) to perform substantially his or her duties to the Corporation
      or
      any Subsidiary or (C) to follow the written policies, procedures and rules
      of
      the Corporation or any Subsidiary for which such Participant works, in each
      case
      if such failure is not cured within ten (10) days after a written demand is
      delivered to such Participant by the Board or the President of either the
      Corporation or the Subsidiary for which such Participant works that specifically
      identifies the manner in which the Board believes that such Participant has
      not
      met his or her obligations hereunder; provided,
      however,
      that
      for purposes of this clause (vi), no act or failure to act on the part of a
      Participant shall be considered "willful" unless it is done or omitted to be
      done by such Participant in bad faith or without reasonable belief that such
      Participant's action or omission was in the best interests of the Corporation.
      Any act or failure to act based upon authority given pursuant to a resolution
      duly adopted by the Board or based upon the advice of counsel for the
      Corporation shall be conclusively presumed to be done or omitted to be done
      by
      such Participant in good faith and in the best interest of the Corporation.
      The
      termination of employment of a Participant shall not be deemed to be for "Cause"
      unless the Participant is notified prior to such termination of employment
      that
      such termination is for Cause. The determination of "Cause" shall be made by
      the
      Administrator and its determination shall be final and conclusive. Without
      in
      any way limiting the effect of the foregoing, for purposes of the Plan and
      an
      Option, a Participant's employment or service shall be deemed to have terminated
      for Cause if, after the Participant's employment or service has terminated,
      facts and circumstances are discovered that would have justified, in the opinion
      of the Administrator, a termination for Cause. 

     

    
      
        
        

      

      
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    (e) No
      Right or Obligation of Continued Employment or Service.
      Neither
      the Plan, the grant of the Option nor any other action related to the Plan
      shall
      confer upon the Participant any right to continue in the employment or service
      of the Corporation or an Affiliate or to interfere in any way with the right
      of
      the Corporation or an Affiliate to terminate the Participant's employment or
      service at any time. Except as otherwise expressly provided in the Plan or
      this
      Agreement or as may be determined by the Administrator, all rights of the
      Participant with respect to the Option shall terminate upon the termination
      of
      the Participant's employment or service.

     

    6. Nontransferability
      of Option.
      To the
      extent that the Option is designated as an Incentive Option, the Option shall
      not be transferable (including by sale, assignment, pledge or hypothecation)
      other than by will or the laws or intestate succession or, in the
      Administrator's discretion, as may otherwise be permitted in accordance with
      Treas. Reg. Section 1.421-1(b)(2) or any successor provision thereto. To
      the extent that the Option is designated as a Nonqualified Option,
      the Option shall not be transferable (including by sale, assignment, pledge
      or
      hypothecation) other than by will or the laws of intestate succession, except
      as
      may be permitted by the Administrator in a manner consistent with the
      registration provisions of the Securities Act. Except as may be permitted by
      the
      preceding sentences, the Option shall be exercisable during the Participant's
      lifetime only by him or by his guardian or legal representative. The designation
      of a beneficiary in accordance with the Plan does not constitute a transfer.
      The
      Shares shall be subject to such rights of first refusal, repurchase rights
      and/or other transfer restrictions as are stated in this Agreement, the Plan,
      any Stockholders' Agreement and/or any other agreement between the Participant
      and the Corporation.

     

    
      
        
        

      

      
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    7. Superseding
      Agreement; Binding Effect.
      This
      Agreement supersedes any statements, representations or agreements of the
      Corporation with respect to the grant of the Option, any other equity-based
      awards or any related rights, and the Participant hereby waives any rights
      or
      claims related to any such statements, representations or agreements. This
      Agreement shall be binding upon and shall inure to the benefit of the parties
      hereto and their respective executors, administrators, next-of-kin, successors
      and assigns. This Agreement does not supersede or amend any Stockholders'
      Agreement, noncompetition agreement, nonsolicitation agreement, confidentiality
      agreement, employment agreement, consulting agreement or any other similar
      agreement between the Participant and the Corporation, including, but not
      limited to, any restrictive covenants contained in such agreements, except
      that,
      unless the Administrator determines otherwise, the terms of the Plan and this
      Agreement shall control with respect to the terms of the Option or any related
      rights. 

     

    8. Representations
      and Warranties of Participant.
      The
      Participant represents and warrants to the Corporation that:

     

    (a) Agrees
      to Terms of the Plan and Agreement.
      The
      Participant has received a copy of the Plan, has read and understands the terms
      of the Plan, this Agreement and the Stockholders' Agreement, and agrees to
      be
      bound by their terms and conditions. 

     

    (b) Purchase
      for Own Account for Investment.
      Any
      Shares acquired shall be acquired for the Participant's own account for
      investment purposes only and not with a view to, or for sale in connection
      with,
      a distribution of the Shares within the meaning of the Securities Act. The
      Participant has no present intention of selling or otherwise disposing of all
      or
      any portion of the Shares.

     

    (c) Access
      to Information.
      The
      Participant has had access to all information regarding the Corporation and
      its
      present and prospective business, assets, liabilities and financial condition
      that the Participant reasonably considers important in making a decision to
      acquire the Shares, and the Participant has had ample opportunity to ask
      questions of, and to receive answers from, the Corporation's representatives
      concerning such matters and this investment. 

     

    (d) Understanding
      of Risks.
      The
      Participant is fully aware of: (i) the specula-tive nature of, and the financial
      hazards involved in, an investment in the Shares; (ii) the lack of liquidity
      of
      the Shares and the restrictions on the transferability of the Shares; (iii)
      the
      qualifications and backgrounds of the management of the Corporation; and (iv)
      the tax consequences of an investment in the Shares. The Participant is capable
      of evaluating the merits and risks of this investment, has the ability to
      protect his own interests in this transaction and is financially capable of
      bearing a total loss on his investment. 

     

    
      
        
        

      

      
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    (e) No
      General Solicitation.
      At no
      time was the Participant presented with or solicited by any publicly issued
      or
      circulated newspaper, mail, radio, television or other form of general
      advertising or solicitation in connection with the offer, sale or purchase
      of
      the Shares.

     

    (f) Compliance
      with Securities Laws.
      The
      Shares have not been registered with the Securities and Exchange Commission
      ("SEC") under the Securities Act and, notwithstanding any other provision of
      this Agreement or the Plan to the contrary, the right to acquire any Shares
      is
      expressly conditioned upon compliance with all applicable federal and state
      securities laws. The Participant agrees to cooperate with the Corporation to
      ensure compliance with such laws.

     

    (g) No
      Transfer Unless Registered or Exempt.
      None of
      the Corporation's securities is presently publicly traded, and the Corporation
      has made no representation, covenant or agreement as to whether there will
      be a
      public market for any of its securities. The Participant understands that he
      may
      not transfer any Shares unless such Shares are registered under the Securities
      Act and qualified under applicable state securities laws or unless, in the
      opinion of counsel to the Corporation, exemptions from such registration and
      qualification requirements are available. The Participant understands that
      only
      the Corporation may file a registration statement with the SEC and that the
      Corporation is under no obligation to do so with respect to the Shares. The
      Participant has also been advised that exemptions from registration and
      qualification may not be available or may not permit the Participant to transfer
      all or any of the Shares in the amounts or at the times proposed by him. The
      Participant also agrees in connection with any registration of the Corporation's
      securities that, upon the request of the Corporation or the underwriters
      managing any public offering of the Corporation's securities, the Participant
      will not sell or otherwise dispose of any Shares (or any shares acquired
      pursuant to Section 22 herein) without the prior written consent of the
      Corporation or such underwriters, as the case may be, for such period of time
      (not to exceed 180 days) after the effective date of such registration requested
      by such managing underwriters and subject to all restrictions as the Corporation
      or the underwriters may specify.

     

    (h) Tax
      Consequences.
      The
      Corporation has made no warranties or representations to the Participant with
      respect to the tax consequences (including, but not limited to, income tax
      consequences) related to the transactions contemplated by this Agreement, and
      the Participant is in no manner relying on the Corporation or its
      representatives for an assessment of such tax consequences. The Participant
      acknowledges that there may be adverse tax consequences upon the grant of the
      Option or the acquisition or disposition of the Shares and that the Participant
      has been advised that he should consult with his own attorney, accountant and/or
      tax advisor regarding the decision to enter into this Agreement and the
      consequences thereof. The Participant also acknowledges that the Corporation
      has
      no responsibility to take or refrain from taking any actions in order to achieve
      a certain tax result for the Participant.

     

    9. Restrictions
      on Option and Shares.

     

    (a) Other
      Agreements.
      As a
      condition to the issuance and delivery of the Shares, or the grant of any
      benefit pursuant to the terms of the Plan, the Corporation shall require the
      Participant or other person at any time and from time to time to become a party
      to this Agreement,
      the Stockholders'
      Agreement, other agreement(s) restricting the voting, transfer, purchase or
      repurchase of the Shares, and any other employment agreements, consulting
      agreements, non-competition agreements, confidentiality agreements,
      non-solicitation agreements or other agreements imposing such restrictions
      as
      may be required by the Corporation. The Participant shall be subject to all
      voting, transfer, repurchase and/or other restrictions as are provided in the
      Stockholders' Agreement (including but in not way limited to the restrictions
      contained in Article 5 of the Stockholders' Agreement) and this Agreement,
      and,
      by entering into this Agreement, the Participant expressly acknowledges and
      agrees to be bound by such restrictions. The Participant's receipt of the
      Option, Shares of Common Stock issuable pursuant to the Option and/or any other
      benefit under the Plan or this Agreement shall be subject to the Participant's
      compliance with such restrictions. In addition, without in any way limiting
      the
      effect of the foregoing, the Participant shall be subject to the Repurchase
      Right provided in Section 9(b) herein. 

     

    
      
        
        

      

      
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    (b) Corporation's
      Repurchase Rights.
      If the
      employment or service of the Participant with the Corporation or an Affiliate
      terminates for any reason (whether by the Corporation or the Participant, and
      whether voluntary or involuntary), the Corporation or its designee shall have
      the right (but not the obligation) to repurchase (the "Repurchase Right") any
      or
      all Shares, subject to such terms and conditions (including, but not limited
      to,
      determination of the repurchase price (the "Repurchase Price")) as may be stated
      in the Plan and this Agreement. In such event, the Repurchase Price, if any,
      paid by the Corporation or its designee shall be determined as follows: (i)
      if
      the employment or service of the Participant is terminated (A) by the
      Corporation other than for Cause or (B) by the Participant due to death,
      Disability, Retirement or termination by the Participant with the
      Administrator's consent, the Repurchase Price shall equal the Fair Market Value
      per share of Common Stock, multiplied by the number of the Shares being
      repurchased; (ii) if the Participant voluntarily terminates employment or
      service for non-Cause reasons other than death, Disability, Retirement or Cause
      and
      such
      termination is without the Administrator's consent and
      such
      termination occurs on or after the third anniversary of the Grant Date of the
      Option, the Repurchase Price shall equal one-half of the Fair Market Value
      per
      share of Common Stock, multiplied by the number of Shares being repurchased;
      and
      (iii) if (A) the employment or service of the Participant is terminated for
      Cause or (B) the Participant voluntarily terminates employment or service for
      non-Cause reasons other than death, Disability or Retirement and
      such
      termination is without the Administrator's consent and
      such
      termination occurs before the third anniversary of the Grant Date of the Option,
      then the Repurchase Price shall equal the lesser of one-half of the Fair Market
      Value per share or the original purchase price (that is, the Option Price)
      per
      share, multiplied by the number of Shares being repurchased. The Fair Market
      Value shall be determined by the Administrator as of the Participant's
      Termination Date or as of a date as soon as practicable preceding or following
      the Participant's Termination Date. The Administrator's determination of the
      Fair Market Value shall be final and conclusive. The Administrator has sole
      discretion to determine the basis of the Participant's termination. (Without
      in
      any way limiting the foregoing, if the Participant voluntarily terminates
      employment or service with the Administrator's consent but the Participant
      violates any non-competition agreement or other restrictive covenants applicable
      to him, such termination shall be deemed to be a termination without
      Administrator consent (unless the Administrator determines otherwise).) The
      Corporation's Repurchase Right described herein may, in the Corporation's
      discretion, be exercised by a designee or designees of the Corporation and,
      for
      the purposes of Section 9(b), references to the "Corporation" shall (unless
      the context otherwise requires) include its designee or designees. The
      Corporation may
      exercise its Repurchase Right under this Section 9(b) at any time during
      the 90-day period following the Participant's Termination Date by delivering
      written notice to the Participant or other holder of such Shares, or, if later,
      the end of the 90-day period following the last day on which the Option could
      be
      exercised pursuant to Section 4 or Section 5 herein. Such notice shall
      be accompanied by delivery of a certified or official bank check (or other
      consideration acceptable to the Corporation and the Participant or other holder)
      in the amount of the Repurchase Price; provided, however, that, the
      Administrator in its discretion may determine that the Repurchase Price shall
      be
      subject to any right of offset of the Corporation or other terms and conditions.
      In addition, the Corporation may delay payment of the Repurchase Price for
      such
      period as may be necessary to avoid adverse accounting consequences for the
      Corporation, to avoid violation of the terms of any financing agreement
      applicable to the Corporation or to avoid violation of any provisions of
      Applicable Law restricting distributions or the redemption of equity by the
      Corporation. Upon delivery of such notice and the payment of the Repurchase
      Price, the Corporation shall become the legal and beneficial owner of the Shares
      being purchased and all rights and interests therein or relating thereto. In
      the
      event that any Shares held by the Participant shall be transferred to another
      person or entity, the Corporation's Repurchase Right shall extend and apply
      to
      all Shares held by such transferee or transferees. 

     

    
      
        
        

      

      
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    (c) Subsequent
      Transferees.
      The
      Repurchase Right restrictions described in Section 9(b) shall apply to any
      shares held by a transferee or transferees (collectively, the "Transferee"),
      which shares were issued to the Participant pursuant to the Plan and
      subsequently transferred to the Transferee. The Corporation shall be under
      no
      obligation to transfer or issue shares to such Transferee, and such Transferee
      shall have no rights with respect to any such shares, until the Transferee
      has
      agreed to be subject to the terms and conditions of the Plan (including, but
      not
      limited to, the provisions of Section 9 therein), this Agreement, the
      Stockholders' Agreement and any other applicable agreement. Any transfer or
      purported transfer made by a purchaser of shares under the Plan, except at
      the
      times and in the manner herein specified, will be null and void and the
      Corporation shall not recognize or give effect to such transfer on its books
      and
      records or recognize the person or persons to whom such proposed transfer has
      been made as the legal or beneficial holder of those shares.

     

    (d) Expiration
      of Repurchase Right.
      The
      Repurchase Right described in Section 9(b) shall expire in the event that a
      "public market" (as defined in the Plan) for Common Stock (or successor
      securities) shall be deemed to exist. 

     

    (e) Compliance
      with Applicable Laws, Rules and Regulations.
      The
      Corporation may impose such restrictions on the Option, any Shares, any shares
      issued under Section 22 or other benefits underlying the Option as it may
      deem advisable, including without limitation restrictions under the federal
      securities laws, the requirements of any stock exchange or similar organization
      and any blue sky, state or foreign securities laws applicable to such
      securities. Notwithstanding any other provision in the Plan or this Agreement
      to
      the contrary, the Corporation shall not be obligated to issue, deliver or
      transfer shares of Common Stock, make any other distribution of benefits, or
      take any other action, unless such delivery, distribution or action is in
      compliance with Applicable Laws (including, but not limited to, the requirements
      of the Securities Act). The Corporation will be under no obligation to register
      shares of Common Stock or other securities with the Securities and Exchange
      Commission or to effect compliance with the exemption, registration,
      qualification or listing requirements of any state or foreign securities laws,
      stock exchange or similar organization,
      and the Corporation will have no liability for any inability or failure to
      do
      so. The Corporation may cause a restrictive legend or legends to be placed
      on
      any certificate issued pursuant to the Shares in such form as may be prescribed
      from time to time by Applicable Law or as may be advised by legal
      counsel.

     

    
      
        
        

      

      
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    10. Changes
      in Duties and/or Status.
      The
      Participant acknowledges that, notwithstanding any terms of the Plan or this
      Agreement to the contrary, the Administrator has sole discretion to determine
      (taking into account any Code Section 409A considerations), at the time of
      grant of the Option or at any time thereafter, the effect, if any, on the Option
      (including, but not limited to, the vesting and/or exercisability of the Option)
      in the event of (i) a change in the Participant's duties or responsibilities,
      (ii) a change in the Participant's status as an Employee, including, but not
      limited to, a change from full-time to part-time, or vice versa, or (iii) other
      similar changes in the nature or scope of the Participant's employment. In
      addition, unless otherwise determined by the Administrator, for purposes of
      this
      Agreement, the Participant shall be considered to have terminated employment
      and
      to have ceased to be an Employee if his employer was an Affiliate at the time
      of
      grant and such employer ceases to be an Affiliate, even if the Participant
      continues to be employed by such employer. 

     

    11. Governing
      Law.
      Except
      as otherwise provided in the Plan or herein, this Agreement shall be governed
      by
      and construed in accordance with the laws of the State of Delaware, without
      regard to the principles of conflicts of laws, and in accordance with applicable
      federal laws of the United States. 

     

    12. Amendment
      and Termination; Waiver.
      Subject
      to the terms of the Plan, the Administrator may amend, alter, suspend and/or
      terminate the Option, prospectively or retroactively, but such amendment,
      alteration, suspension or termination of the Option shall not, without the
      consent of the Participant (except as otherwise provided in the Plan or this
      Section 12), materially adversely affect the rights of the Participant with
      respect to the Option. Notwithstanding the foregoing, the Administrator shall
      have unilateral authority to amend the Plan and this Agreement (without
      Participant consent) to the extent necessary to comply with Applicable Law
      or
      changes to Applicable Law (including, but in no way limited to, Code
      Section 409A, Code Section 422 and federal securities laws). The
      Administrator shall have unilateral authority to make adjustments to the terms
      and conditions of the Option in recognition of unusual or nonrecurring events
      affecting the Corporation or any Affiliate, or the financial statements of
      the
      Corporation or any Affiliate, or of changes in accounting principles, if the
      Administrator determines that such adjustments are appropriate in order to
      prevent dilution or enlargement of the benefits or potential benefits intended
      to be made available under the Plan or necessary or appropriate to comply with
      applicable accounting principles. The waiver by the Corporation of a breach
      of
      any provision of this Agreement by the Participant shall not operate or be
      construed as a waiver of any subsequent breach by the Participant. 

     

    13. No
      Rights as a Stockholder.
      The
      Participant and his legal representatives, legatees, distributees or transferees
      shall not be deemed to be the holder of any Shares and shall not have any rights
      of a stockholder unless and until certificates for such Shares have been issued
      to him or them (or, in the case of uncertificated shares, other written notice
      of ownership in accordance with Applicable Laws has been provided).

     

    14. Withholding.
      The
      Participant acknowledges that the Corporation shall require the Participant
      or
      other person to pay to the Corporation in cash the amount of any tax or other
      amount required by any governmental authority to be withheld and paid over
      by
      the Corporation to such authority
      for the account of the Participant, and the Participant agrees, as a condition
      to the grant of the Option and delivery of the Shares, to satisfy such
      obligations. Notwithstanding the foregoing, the Administrator may, in its
      discretion, establish procedures to permit the Participant to satisfy such
      obligations in whole or in part, and any other local, state, federal or foreign
      income tax obligations relating to the Option, by electing (the "election")
      to
      have the Corporation withhold shares of Common Stock from the Shares to which
      the Participant is entitled. The number of the Shares to be withheld shall
      have
      a Fair Market Value as of the date that the amount of tax to be withheld is
      determined as nearly equal as possible to (but not exceeding) the amount of
      such
      obligations being satisfied. Each election must be made in writing to the
      Administrator in accordance with election procedures established by the
      Administrator.

     

    
      
        
        

      

      
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    15. Administration.
      The
      authority to construe and interpret this Agreement and the Plan, and to
      administer all aspects of the Plan, shall be vested in the Administrator, and
      the Administrator shall have all powers with respect to this Agreement as are
      provided in the Plan. Any interpretation of this Agreement by the Administrator
      and any decision made by it with respect to this Agreement shall be final and
      binding.

     

    16. Notices.
      Except
      as may be otherwise provided by the Plan, any written notices provided for
      in
      this Agreement or the Plan shall be in writing and shall be deemed sufficiently
      given if either hand delivered or if sent by fax or overnight courier, or by
      postage paid first class mail. Notices sent by mail shall be deemed received
      three business days after mailed but in no event later than the date of actual
      receipt. Notices shall be directed, if to the Participant, at the Participant's
      address indicated by the Corporation's records, or if to the Corporation, at
      the
      Corporation's principal office. 

     

    17. Severability;
      Gender and Number.
      If any
      provision of this Agreement shall be held illegal or invalid for any reason,
      such illegality or invalidity shall not affect the remaining parts of this
      Agreement, and this Agreement shall be construed and enforced as if the illegal
      or invalid provision had not been included. Except where otherwise indicated
      by
      the context, words in any gender shall include any other gender, words in the
      singular shall include the plural and words in the plural shall include the
      singular.

     

    18. Notice
      of Disposition.
      To the
      extent that the Option is designated as an Incentive Option, if any Shares
      are
      disposed of within two years following the date of grant or one year following
      the transfer of such Shares to the Participant upon exercise, the Participant
      shall, promptly following such disposition, notify the Corporation in writing
      of
      the date and terms of such disposition and provide such other information
      regarding the disposition as the Administrator may reasonably
      require.

     

    19. Right
      of Offset.
      Notwithstanding any other provision of the Plan or this Agreement, the
      Corporation may reduce the amount of any payment otherwise distributable to
      or
      on behalf of the Participant by the amount of any obligation of the Participant
      to the Corporation or an Affiliate that is or becomes due and payable, and,
      by
      entering into this Agreement, the Participant shall be deemed to have consented
      to such reduction.

     

    20. Counterparts;
      Further Instruments.
      This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument. The parties hereto agree to execute such further instruments and
      to
      take such
      further action as may be reasonably necessary to carry out the purposes and
      intent of this Agreement. 

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    21. Forfeiture
      of Shares and/or Gain from Shares.

     

    (a) Notwithstanding
      any other provision of this Agreement which may provide to the contrary
      (including, but not limited to, the Repurchase Right described in
      Section 9(b) and the rights of the Corporation in the event of the
      termination of the employment or service of the Participant for Cause, which
      rights are not reduced by the terms of this Section 21), if, at any time
      during the employment or service of the Participant or during the 12-month
      period following termination of employment or service for any reason (regardless
      of whether such termination was by the Corporation or the Participant, and
      whether voluntary or involuntary), the Participant engages in a Prohibited
      Activity (as
      defined herein), then (i) the Option shall immediately be terminated and
      forfeited in its entirety, (ii) any Shares shall immediately be forfeited and
      returned to the Corporation (without the payment by the Corporation of any
      consideration for such Shares), and the Participant shall cease to have any
      rights related thereto and shall cease to be recognized as the legal owner
      of
      such Shares, and (iii) any Gain (as defined herein) realized by the Participant
      with respect to any Shares shall immediately be paid by the Participant to
      the
      Corporation.

     

    (b) For
      purposes of this Agreement, a "Prohibited Activity" shall mean (i) the
      Participant's solicitation or assisting any other person in so soliciting,
      directly or indirectly, of any customers, suppliers, vendors or other service
      providers to or of the Corporation or any Affiliate within the United States
      that the Participant learned confidential information about or had contact
      with
      through his employment or other service with the Corporation or an Affiliate
      for
      the purpose of inducing that customer, supplier, vendor or other service
      provider to terminate or alter his or its relationship with the Corporation
      or
      an Affiliate; (ii) the Participant's inducement, directly or indirectly, of
      any
      employees or consultants within the United States to terminate their employment
      with or service to the Corporation or an Affiliate; (iii) the Participant's
      violation of any non-competition, non-solicitation or confidentiality
      restrictions or other restrictive covenants applicable to the Participant;
      (iv)
      the Participant's violation of any of the Corporation's policies; (v) the
      Participant's violation of any material (as determined by the Administrator)
      federal, state or other law, rule or regulation; (vi) the Participant's
      disclosure or other misuse of any confidential information or material
      concerning the Corporation or an Affiliate (except as otherwise required by
      law
      or as agreed to by the parties herein); (vii) the Participant's dishonesty
      in a
      manner that negatively impacts the Corporation in any way; (viii) the
      Participant's refusal to perform his duties for the Corporation or an Affiliate;
      (ix) the Participant's engaging in fraudulent conduct; or (x) the Participant's
      engaging in any conduct that is or could be materially damaging to the
      Corporation or its Affiliates without a reasonable good faith belief that such
      conduct was in the best interest of the Corporation or any of its Affiliates.
      The Administrator shall have sole and absolute discretion to determine if a
      Prohibited Activity has occurred. 

     

    (c) For
      purposes of this Agreement, "Gain" shall mean, unless the Administrator
      determines otherwise, an amount equal to (i) the greater of (A) the Fair Market
      Value per Share of the Shares (or portion thereof) at the time of exercise
      or
      (B) the disposition price per Share of any Shares sold or disposed at the time
      of disposition (including but in no way limited to any Repurchase Price which
      may be paid by the Corporation to the Participant pursuant
      to Section 9(b) herein), multiplied by (ii) the number of the Shares sold
      or disposed of, minus (iii) the purchase price paid for the Shares (or portion
      thereof). 

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    (d) Notwithstanding
      the provisions of this Section 21, the waiver by the Corporation in any one
      or more instances of any rights afforded to the Corporation pursuant to the
      terms of this Section 21 shall not be deemed to constitute a further or
      continuing waiver of any rights the Corporation may have pursuant to the terms
      of this Agreement or the Plan (including, but not limited to, the rights
      afforded the Corporation in this Section 21).

     

    (e) The
      Corporation and the Participant hereby expressly agree that, notwithstanding
      the
      other provisions of this Section 21, if the Participant has entered into an
      employment agreement, consulting agreement or other agreement containing
      non-competition, non-solicitation, confidentiality or similar covenants, then
      the provisions contained in such agreement(s) with respect to the scope (e.g.,
      duration, territory, or prohibited activity) of such restrictive covenants
      shall
      control (and thus prevail over Section 21(b)(i), Section 21(b)(ii) and
      Section 21(b)(iii) herein), unless the Administrator should determine
      otherwise. In any event, the Corporation shall retain the forfeiture and
      recoupment rights provided in Section 21(a) in the event of a violation of
      such restrictive covenants unless, and then only to the extent prohibited by,
      or
      restricted under, Applicable Laws.

     

    (f) By
      accepting this Agreement, and without limiting the effect of Section 19
      herein, the Participant consents to a deduction (to the extent permitted by
      Applicable Law) from any amounts the Corporation or an Affiliate may owe the
      Participant from time to time (including amounts owed to the Participant as
      wages or other compensation, fringe benefits, or vacation pay, as well as any
      other amounts owed to the Participant by the Corporation or an Affiliate),
      to
      the extent of the amounts the Participant owes the Corporation pursuant to
      this
      Agreement, including, but not limited to, this Section 21. Whether or not
      the Corporation elects to make any set-off in whole or in part, if the
      Corporation does not recover by means of set-off the full amount owed by the
      Participant pursuant to this Agreement, the Participant agrees to immediately
      pay the unpaid balance to the Corporation. Further, by executing and returning
      this Agreement to the Corporation, the Participant acknowledges and agrees
      that
      (i) he has read the Plan and this Agreement in its entirety; (ii) he has had
      the
      opportunity to consult with legal counsel prior to execution of this Agreement;
      (iii) this Agreement is valid and binding upon, and enforceable against, the
      Participant in accordance with its terms, including, but not limited to, the
      restrictions contained in Section 21 herein; and (iv) the consideration for
      this Agreement is valuable and sufficient consideration. 

     

    22. Right
      to Future Stock or Other Securities.
      

     

    (a) Right
      of First Offer.
      Subject
      to the terms and conditions of this Section 22 and applicable securities
      law, if the Corporation proposes to offer or sell any New Securities (as defined
      below) and either Acorn Energy, Inc. ("Acorn") or EnerTech Capital Partners
      III
      L.P. ("EnerTech") has the right to participate in the offer or sale of such
      New
      Securities (other than EnerTech's right to participate in the offer or sale
      of
      securities pursuant to the right of first offer granted under Article 4 of
      the
      Stockholders' Agreement), then the Corporation shall first offer such New
      Securities to the Participant. The Participant shall be entitled to purchase
      New
      Securities as described below. The right of first offer granted to the
      Participant pursuant to this Section 22 is referred to herein as the "ROFO,"
      and
      any such New Securities
      purchased by Participant pursuant to this Section 22 shall be referred to as
      "ROFO Shares." The parties hereto expressly agree that the ROFO is granted
      to
      the Participant in order to clarify the Participant's rights in his capacity
      as
      a shareholder (or potential shareholder) and not for compensatory purposes.
      

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    (i) The
      Company shall give notice (the "Offer Notice") to the Participant, stating
      (A)
      its bona fide intention to offer such New Securities, (B) the number of such
      New
      Securities to be offered, and (C) the price (the "ROFO Purchase Price") and
      terms, if any, upon which it proposes to offer such New Securities.

     

    (ii) By
      notification to the Company within twenty (20) days after the Offer Notice
      is
      given, the Participant may elect to purchase or otherwise acquire, at the price
      and on the terms specified in the Offer Notice, up to that portion of such
      New
      Securities which equals the proportion that the Common Stock issued and held,
      or
      issuable (directly or indirectly) upon conversion and/or exercise, as
      applicable, of the Options and Common Stock then held, by such Participant
      bears
      to the total Common Stock of the Company then outstanding (assuming full
      conversion and/or exercise, as applicable, of all preferred stock, if any,
      and
      other Derivative Securities, as defined below). At the expiration of such twenty
      (20) day period, the Company shall promptly notify the Participant and each
      other participant of the Plan who holds this right (each, an "Eligible
      Participant") who elect to purchase or acquire all the shares available to
      them
      (each, a "Fully Exercising Investor") of any other Eligible Participant's
      failure to do likewise. During the ten (10) day period commencing after the
      Company has given such notice, each Fully Exercising Investor may, by giving
      notice to the Company, elect to purchase or acquire, in addition to the number
      of shares specified above, up to that portion of the New Securities for which
      the Eligible Participants were entitled to subscribe but that were not
      subscribed for by the Eligible Participants which is equal to the proportion
      that the Common Stock issued and held, or issuable (directly or indirectly)
      upon
      conversion and/or exercise, as applicable, of preferred stock, if any, and
      any
      other Derivative Securities then held, by such Fully Exercising Investor bears
      to the Common Stock issued and held, or issuable (directly or indirectly) upon
      conversion and/or exercise, as applicable, of the preferred stock, if any,
      and
      any other Derivative Securities then held, by all Fully Exercising Investors
      who
      wish to purchase such unsubscribed shares. The closing of any sale pursuant
      to
      this Section 22(a)(ii) shall occur within the later of ninety (90) days of
      the
      date that the Offer Notice is given and the date of initial sale of New
      Securities pursuant to Section 22(a)(ii).

     

    (iii) The
      Company may, during the ninety (90) day period following the expiration of
      the
      periods provided in Section 22(a)(ii), offer and sell the remaining unsubscribed
      portion of such New Securities to any person or persons at a price not less
      than, and upon terms no more favorable to the offeree than, those specified
      in
      the Offer Notice. If the Company does not enter into an agreement for the sale
      of the New Securities within such period, or if such agreement is not
      consummated within thirty (30) days of the execution thereof, the ROFO provided
      hereunder shall be deemed to be revived and such New Securities shall not be
      offered unless first reoffered to the Eligible Participants in accordance with
      this Section 22.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    (iv) The
      ROFO
      described in this Section 22 shall not be applicable to shares of Common Stock
      issued in an IPO. 

     

    (v) Notwithstanding
      any provision hereof to the contrary, in lieu of complying with the provisions
      of this Section 22, the Company may elect to give notice to the Eligible
      Participants within thirty (30) days after the issuance of New Securities.
      Such
      notice shall describe the type, price and terms of the New Securities. Each
      Eligible Participant shall have thirty (30) days from the date notice is given
      to elect to purchase up to the number of New Securities that would, if purchased
      by such Eligible Participants, maintain such Eligible Participant's
      percentage-ownership position, calculated as set forth in Section 22(a)(ii)
      before giving effect to the issuance of such New Securities. The closing of
      such
      sale shall occur within sixty (60) days of the date notice is given to the
      Eligible Participants.

     

    (b) Other
      Restrictions on ROFO Shares; Corporation's ROFO Repurchase
      Rights.
      Any and
      all ROFO Shares acquired by the Participant pursuant to this Section 22 shall,
      unless the Administrator determines otherwise (or as otherwise provided in
      this
      Section 22(b)), be subject to the other provisions of this Agreement applicable
      to the Shares issued or issuable pursuant to the Option. In addition, without
      in
      any way limiting the effect of the foregoing, the following provisions shall
      apply: In the event that the employment or service of the Participant with
      the
      Corporation or an Affiliate terminates for any reason (whether by the
      Corporation or the Participant, and whether voluntary or voluntary), the
      provisions of Section 9(b) regarding the Corporation's Repurchase Right shall
      also apply to the ROFO Shares (such Repurchase Right as it relates to the ROFO
      Shares being also referred to herein as the Corporation's "ROFO Repurchase
      Right"); provided, however, that, in such event, the term "Option Price" shall
      be replaced by the term "ROFO Purchase Price" (as defined in Section 22(a)(i)
      herein), and, regardless of the basis of the Participant's termination, in
      no
      event shall the ROFO Repurchase Price be less than the ROFO Purchase Price.
      Further, in the event that the Participant engages in a "Prohibited Activity"
      as
      defined in Section 21(b) such that the rights of the Corporation provided in
      Section 21(a) apply, references in Section 21 to the "Shares" shall include
      the
      ROFO Shares. In such event, notwithstanding the other provisions of Section
      21(a)(ii), the Corporation shall be required to pay the Participant the ROFO
      Purchase Price for such ROFO Shares as a condition to the Participant's
      forfeiture of the ROFO Shares and rights related thereto. 

     

    (c) Subsequent
      Transferees.
      The
      ROFO Repurchase Right restrictions described in Section 22(b) shall apply
      to any ROFO Shares held by a transferee or transferees (collectively, the "ROFO
      Shares Transferee"), which shares were issued to the Participant pursuant to
      this Section 22 and subsequently transferred to the ROFO Shares Transferee.
      The Corporation shall be under no obligation to transfer or issue shares to
      such
      ROFO Shares Transferee, and such ROFO Shares Transferee shall have no rights
      with respect to any such shares, until the ROFO Shares Transferee has agreed
      to
      be subject to the terms and conditions of the Plan (including, but not limited
      to, the provisions of Section 22 therein), this Agreement, the
      Stockholders' Agreement and any other applicable agreement. Any transfer or
      purported transfer made by a purchaser of shares issued under this
      Section 22, except at the times and in the manner herein specified, will be
      null and void and the Corporation shall not recognize or give effect to such
      transfer on its books and records or recognize the person or persons to whom
      such proposed transfer has been made as the legal or beneficial holder of those
      shares.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    (d) Survival
      and Termination of ROFO and ROFO Repurchase Right.
      The
      Participant's ROFO described in Section 22(a) and the Corporation's ROFO
      Repurchase Right described in Section 22(b) shall continue not withstanding
      the earlier termination of the Option and/or this Agreement. In such event,
      the
      ROFO Repurchase Price (as defined in Section 22(b)) shall continue to be
      determined as provided in Section 22(b), notwithstanding the termination of
      the
      Option or the Agreement. The ROFO and the ROFO Repurchase right shall terminate
      and be of no further force or effect (i) immediately before the consummation
      of
      an IPO or (ii) when the Company first becomes subject to the periodic reporting
      requirements of Section 12(g) or 15(d) of the Exchange Act, whichever event
      occurs first. 

     

    (e) Definitions.
      

     

    (i) "Derivative
      Securities" means any securities or rights convertible into, or exercisable
      or
      exchangeable for (in each case, directly or indirectly), Common Stock, including
      options and warrants.

     

    (ii) "New
      Securities" means, collectively, equity securities of the Corporation, whether
      or not currently authorized, as well as rights, options, or warrants to purchase
      such equity securities, or securities of any type whatsoever that are, or may
      become, convertible or exchangeable into or exercisable for such equity
      securities, other than any such securities issued for compensatory purposes
      to
      employees or consultants of the Corporation.

     

    


    [Signature
      Page To Follow]

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, this Agreement has been executed in behalf of the Corporation
      and by the Participant effective as of the day and year first above
      written.

     

    

       

      
        	
                 

                 

                 

              	
                COMPANY:

                 

                COALOGIX,
                  INC.

              
	
                 

                ATTEST:

                By:

                Name:

                Title:

              	
                 

                 

                By:

                Name:

                Title:

              
	 	 
	 	 
	 	 
	 	
                PARTICIPANT:

              
	 	 
	 	 
	 	
                _______________________________(SEAL)

              
	 	
                Name:William
                  J. McMahon

              


      

    

     

    
      
        
        

      

      
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    COALOGIX
      INC.

    2008
      STOCK OPTION PLAN

     

    Stock
      Option Agreement

    (Employees)

    


    SCHEDULE
      A

    

      
        	
                Date
                  Option Granted:

              	
                April
                  9, 2008

              
	
                Date
                  Option Expires:

              	
                April
                  8, 2018

              
	
                Number
                  of Shares Subject to Option:

              	
                
                  147,050
                    shares [reflects effect of 25-for-1 stock split in July
                    2008]

                

              
	
                Option
                  Price (per Share):

              	
                
                  $5.05
                    [reflects effect of 25-for-1 stock split in July
                    2008]

                

              
	
                Type
                  of Option:

              	
                      
                  X  
                   Incentive Option

              
	 	
                  
                            
                  Nonqualified Option

              


      

       

    

    Vesting
      Schedule:

     

    (a) The
      Option shall become vested and exercisable with respect to 25% of the Shares
      subject to the Option on November 7, 2008, subject to the continued
      employment of the Participant and the terms of the Plan and this
      Agreement.

     

    (b) The
      Option shall become vested and exercisable in 6.25% installments per quarter
      commencing on February 7, 2009, so that the Option shall become vested and
      exercisable with respect to an aggregate of 50% of the Shares subject to the
      Option on November 7, 2009, 75% of the Shares subject to the Option on
      November 7, 2010, and 100% of the Shares subject to the Option on
      November 7, 2011, in each case subject to the continued employment of the
      Participant and the terms of the Plan and this Agreement. 

     

    
      
        
        

      

      
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