Unassociated Document


     

    ACORN
      ENERGY, INC.

    


    PROMISSORY
      NOTE

     

    
      	 	
              Montchanin,
                Delaware

            
	
              US$
                [___________] 

            	
              August
                13,  2008

            


    

     

    FOR
      VALUE
      RECEIVED, Acorn Energy, Inc., a corporation
      organized under the laws of Delaware (the
      “Borrower”), hereby promises to pay to the order of [__________] (the “Holder”)
      the principal sum of [__________] Dollars
      (US$[__________]) (the “Principal Amount”), together with interest
      thereon,
      in
      accordance with the provisions of this Note. The Principal Amount, or so much
      thereof as shall not have been repaid or prepaid pursuant hereto, shall be
      payable in full, together with all accrued and unpaid interest hereunder, on
      August 13,
      2009
      (the “Maturity Date”).

    


    This
      Note
      is one of five notes of like tenor (each a “Repayment Note”) issued in
      connection with a note transfer under that certain Securities Purchase Agreement
      dated of even date herewith (the “Securities Purchase Agreement”) by and among
      the Borrower, Coreworx Inc. and the Sellers named in the Securities Purchase
      Agreement.

    


    The
      following additional terms shall govern this Note:

    


    ARTICLE
      1

    PAYMENT
      RELATED PROVISIONS

    


    1.1. Interest
      Rate.
      Simple
      interest on the unpaid Principal Amount shall accrue from the date hereof until
      the Principal Amount is repaid or prepaid in full at a rate per annum equal
      to
      eight percent (8.0%) and shall be due and payable quarterly in arrears on each
      of November 13, 2008, February 13, 2009, May 13, 2009 and on the Maturity Date,
      accelerated or otherwise. If interest or principal of this Note shall not be
      paid when due, whether at stated maturity, by acceleration or otherwise, the
      outstanding principal shall bear interest to the extent permitted by applicable
      law, at a rate per annum equal to twelve percent (12%) during the period from
      the date of such default in payment to the date such overdue payment has been
      paid. Such interest shall accrue from the date of such default in payment to
      the
      date payment of such overdue principal has been made. Interest on overdue
      principal shall be payable on demand. Interest shall be computed on the basis
      of
      the actual number of days elapsed over a year comprised of 365
      days.

    


    1.2 Prepayment.
      Any and
      all amounts owing under this Note may be prepaid in whole or in part, without
      penalty.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    ARTICLE
      2

    EVENT
      OF
      DEFAULT

    


    The
      occurrence of any of the following events of default (“Event of Default”) shall,
      at the option of
      the
      Holder hereof, make
      all
sums
      of
      principal and interest then remaining unpaid hereon and all other
      amounts
      payable hereunder immediately due and payable, all without demand, presentment
      or notice, or grace period (except as provided herein), all of which hereby
      are
      expressly waived, except as set forth below:

    


    2.1 Failure
      to Pay Principal or Interest.
      The
      Borrower fails to pay any principal or interest
      hereon when due and such failure continues for a period of ten (10)
      days
      after the date the
      Borrower
      has received notice of such failure.

    


    2.2 Breach
      of Covenant.
      The
      Borrower breaches any material covenant or other term or condition of this
      Note
      in any material respect and such breach, if capable of cure, continues for
      a
      period of twenty (20) days after written notice to the Borrower from the
      Holder.

    


    2.3 Insolvency
      Proceeding.
      If the
      Borrower shall become insolvent or involved in any liquidation or termination
      of
      its business, adjudication as bankrupt, assignment for the benefit of creditors,
      invoking of the provisions of any law for the relief of debtors, or the filing
      against it of any similar proceeding; provided however, that with respect to
      a
      filing against it, no Event of Default shall arise unless the Borrower fails
      to
      have such filing dismissed within sixty (60) days.

    


    2.4 Default
      on Other Repayment Notes.
      If an
      Event of Default has occurred under any other Repayment Note.

    


    2.5 Breach
      under Securities Purchase Agreement.
      The
      Borrower breaches any material covenant or other term or condition of the
      Securities Purchase Agreement in any material respect and such breach, if
      capable of cure, continues for a period of twenty (20) days after written notice
      to the Borrower from the Holder.

     

    ARTICLE
      3

    MISCELLANEOUS

    


    3.1 Failure
      or Indulgence Not Waiver.
      No
      failure or delay on the part of Holder hereof in the exercise of any power,
      right or privilege hereunder shall operate as a waiver thereof, nor shall any
      single or partial exercise of any such power, right or privilege preclude other
      or further exercise thereof or of any other right, power or privilege.
All
      rights
      and
      remedies
      existing hereunder are cumulative to, and not exclusive of, any rights or
      remedies otherwise available.

    


    3.2 Notices,
      Etc.
      All
      notices required or permitted to be given pursuant to this Note shall be given
      in writing in the English language, shall be transmitted by personal delivery,
      by registered or certified mail, return receipt requested, postage prepaid,
      or
      by overnight mail or by recognized overnight courier, with receipt confirmed,
      or
      by facsimile, telecopier or other electronic means. All such notices or
      communications shall be deemed given when actually delivered by hand, facsimile,
      telecopier, other electronic means or overnight courier, or, if mailed, five
      days after deposit in the U.S. or Canadian mail. For the purposes hereof, the
      address of
      the
      Holder shall be as set forth in the books and records of the Borrower. The
      address of
      the
      Borrower shall be 4 W. Rockland Road, Montchanin, Delaware 19710, Attention:
      Chief Executive Officer. Both the Holder and the Borrower may change the address
      for notice by service of notice to the other as herein provided.

     

    
      
         

      

      
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    3.3 Amendment
      Provision.
      The term
“Note” and all references thereto, as used throughout this instrument, shall
      mean this instrument as originally executed, or if later amended or
      supplemented, then as so amended or supplemented. This Note may not be amended
      without the written consent of the Holder.

    


    3.4 Assignability.
      This
      Note shall be binding upon the Borrower and its successors and permitted
      assigns; and shall inure to the benefit of the Holder and its successors and
      assigns. The Holder may assign this Note to an affiliate.

    


    3.5 Cost
      of Collection.
      If an
      Event of Default occurs in the payment of this Note, Borrower shall
      pay
      the
      Holder hereof reasonable costs of collection, including reasonable attorneys’
fees.

    


    3.6 Governing
      Law.
      This
      Note shall be governed by and construed in accordance with the laws of the
      State
      of Delaware without regard to principles of conflicts of law of such
      state.

     

    3.7 Maximum
      Payments.
      Nothing
      contained herein shall be deemed to establish or require the payment of a rate
      of interest or other charges in excess of the maximum permitted by applicable
      law. In the event that the rate of interest required to be paid or other charges
      hereunder exceed the
      maximum permitted by such law, any payments in excess of such maximum shall
      be
      credited
      against
      amounts owed by the Borrower to the Holder and thus refunded to the
      Borrower.

    


    3.8 Currency.
      All
      payments of principal and interest in respect of this Note shall be paid in
      lawful currency of the United States of America, by personal or bank check
      or by
      wire transfer to Holder’s account pursuant to wire transfer instructions to be
      delivered to Borrower.

    


    3.9 Loss
      of Note. 
      The
      Borrower covenants to the Holder that upon receipt of evidence reasonably
      satisfactory to the Borrower of the loss, theft, destruction, or mutilation
      of
      this Note and, in the case of any such loss, theft or destruction, upon receipt
      of an indemnity reasonably satisfactory to the Borrower, or in the case of
      any
      such mutilation upon surrender and cancellation of such Note, the Borrower
      will
      make and deliver a new Note, of like tenor, in lieu of the lost, stolen,
      destroyed or mutilated Note

    


    
      
         

      

      
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    IN
      WITNESS WHEREOF, Borrower
      has caused this Note to be signed in its name by a duly authorized officer
      on
      the date first above written.

    


    
      	 	
              ACORN
                ENERGY, INC.

            	 
	 	 	 	 
	 	 	 	 
	
            	
              
                By:
                  

              

            	                
              	 
	 	
              Name:
                

            	
              Michael
                Barth

            	 
	 	
              Title:
                

            	
              Chief
                Financial Officer

            	 


    

     

    
      
         

      

      
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