**COALOGIX
      INC.**




**STOCKHOLDERS’
      AGREEMENT**








TABLE
      OF CONTENTS




Page1.
            Definitions.
            12.
            Registration
                Rights.
            32.1.
            Participation
                in Subsequent Registration Rights.
            33.
            Information
                Rights
            33.1.
            Delivery
                of Financial Statements
            33.2.
            Inspection.
            53.3.
            Termination
                of Information and Inspection Covenants
            53.4.
            Confidentiality
            64.
            Right
                of First Offer on Company Offerings
            64.1.
            Right
                of First Offer.
            64.2.
            Termination.
            75.
            Rights
                of Refusal and Co-Sale
            85.1.
            Company
                Right of First Refusal
            85.2.
            Secondary
                Refusal Right of Key Holders
            85.3.
            Consideration;
                Closing
            95.4.
            Right
                of Co-Sale.
            95.5.
            Drag-Along
                Right
            105.6.
            Effect
                of Failure to Comply
            115.7.
            Assistance
                with Pledging of Interests
            126.
            Exempt
                Transfers.
            126.1.
            Transfers
                to Affiliates, Etc
            126.2.
            Public
                Offering
            137.
            Key
                Holder Buy/Sell
            137.1.
            Triggering
                Notice
            137.2.
            Response
                Notice
            137.3.
            Cure
                Period
            137.4.
            Closing
            138.
            Management
                Option Plan
            149.
            Additional
                Covenants
            149.1.
            Insurance.
            149.2.
            Employee
                Agreements.
            14









9.3.
            Employee
                Vesting
            149.4.
            Board
                of Directors
            149.5.
            Meetings
                of the Board of Directors
            159.6.
            Successor
                Indemnification
            159.7.
            Transactions
                with Related Parties
            159.8.
            Actions
                Requiring Majority Stockholder Approval
            159.9.
            Actions
                Requiring Super-Majority Stockholder Approval
            159.10.
            Termination
                of Covenants.
            1610.
            Miscellaneous
            1610.1.
            Transfers,
                Successors and Assigns.
            1610.2.
            Governing
                Law.
            1710.3.
            Counterparts.
            1710.4.
            Titles
                and Subtitles.
            1710.5.
            Notices
            1710.6.
            Amendments
                and Waivers.
            1810.7.
            Severability.
            1810.8.
            Additional
                Stockholders
            1810.9.
            Entire
                Agreement.
            1810.10.
            Transfers
                of Rights
            1810.11.
            Delays
                or Omissions
            1910.12.
            Effectiveness
            1910.13.
            Legend
                on Stock Certificates
            19Schedule
                A      
                -       Schedule of
                Investors









**STOCKHOLDERS’
      AGREEMENT**




**THIS
      STOCKHOLDERS’ AGREEMENT** (the
“ **Agreement** ”)
      is
      made as of February 29, 2008 by and among CoaLogix Inc., a Delaware corporation
      (the “ **Company** ”),
      and
      each of the stockholders or option holders listed on Schedule A hereto,
      each person to whom the rights of a Stockholder are assigned pursuant to Section
      10.1 and each person who hereafter becomes a signatory to this Agreement
      pursuant to Section 10.9 (each, a “ **Stockholder** ”
and,
      collectively, the “ **Stockholders** ”).




**RECITALS**




**WHEREAS** ,
      the
      Company and EnerTech (as defined below) are parties to the Common Stock Purchase
      Agreement of even date herewith (the “ **Purchase
      Agreement** ”);
      and




**WHEREAS** ,
      in
      order to induce EnerTech to enter into the Purchase Agreement and to induce
      EnerTech to invest funds in the Company pursuant to the Purchase Agreement,
      the
      Stockholders and the Company hereby agree that this Agreement shall govern
      the
      rights of the Stockholders to receive certain information from the Company,
      to
      participate in future equity offerings by the Company and certain other matters
      as set forth in this Agreement;




1.  Definitions. **** For
      purposes of this Agreement:




“ **Acorn
      Energy** ”
shall
      mean Acorn Energy, Inc and it Affiliates.




“ **Affiliate** ”
shall
      mean with respect to any individual, corporation, partnership, association,
      trust, or any other entity (in each case, a “ **Person** ”),
      any
      Person which, directly or indirectly, controls, is controlled by or is under
      common control with such Person, including, without limitation any general
      partner, officer or director of such Person and any venture capital fund now
      or
      hereafter existing which is controlled by or under common control with one
      or
      more general partners or shares the same management company with such
      Person.




“ **Common
      Stock** ”
shall
      mean shares of the Company’s common stock, $0.001 par value per
      share.




“ **Company
      Notice** ”
means
      written notice from the Company notifying a selling Stockholder that the Company
      intends to exercise its Right of First Refusal as to some or all of the Transfer
      Stock with respect to any Proposed Transfer.




“ **EnerTech** ”
shall
      mean EnerTech Capital Partners III L.P. and its Affiliates.




“ **Exchange
      Act** ”
shall
      mean the Securities Exchange Act of 1934, as amended, and the rules and
      regulations promulgated thereunder.




“ **GAAP** ”
shall
      mean U.S. generally accepted accounting principles.




1




“ **IPO** ”
means
      the Company’s first underwritten public offering of its Common Stock under the
      Securities Act.




“ **Key
      Holders** ”
means
      Acorn Energy and EnerTech, so long as they are Stockholders owning at least
      five
      percent (5.0%) of the issued and outstanding capital stock of the Company.
      If
      either Acorn Energy or EnerTech no longer owns at least five percent of the
      issued and outstanding capital stock of the Company, but still owns some capital
      stock of the Company, such former Key Holder shall still be a Stockholder.




**“Key
      Holder Secondary Notice** ”
means
      written notice from a Key Holder notifying the Company and the selling Key
      Holder or Stockholder, as the case may be, that such Key Holder intends to
      exercise its Secondary Refusal Right as to a portion of the Transfer Stock
      with
      respect to any Proposed Transfer.




**“Key
      Holder Stock** ”
means
      any Common Stock now owned or subsequently acquired by any Key Holder or such
      Key Holder’s permitted transferees or assigns.




“ **Management
      Stockholder** ”
means
      a
      Stockholder currently employed in the management of the Company, for so long
      as
      such Stockholder is employed in such a capacity.




“ **New
      Securities** ”
shall
      mean equity securities of the Company, whether now authorized or not, or rights,
      options, or warrants to purchase said equity securities, or securities of any
      type whatsoever that are, or may become, convertible into or exchangeable into
      or exercisable for said equity securities (collectively “ **New
      Securities** ”).




“ **Proposed
      Transfer** ”
means
      any proposed assignment, sale, offer to sell, pledge, mortgage, hypothecation,
      encumbrance, disposition of or any other like transfer or encumbering of any
      Common Stock (or any interest therein) proposed by any of the Stockholders; provided that
      Proposed Transfer shall not include any merger, consolidation or like transfer
      effected pursuant to a vote of the Stockholders of Common Stock of the
      Company.




“ **Proposed
      Transfer Notice** ”
means
      written notice from a Stockholder setting forth the terms and conditions of
      a
      Proposed Transfer.




“ **Prospective
      Transferee** ”
means
      any Person to whom a Stockholder proposes to make a Proposed
      Transfer.




“ **Registrable
      Securities** ”
means
      (i) the Common Stock owned by either Key Holder, and (ii) any Common Stock
      of
      the Company issued as (or issuable upon the conversion or exercise of any
      warrant, right or other security which is issued as) a dividend or other
      distribution with respect to, or in exchange for or in replacement of the shares
      referenced in clause (i) ,
      excluding in all cases, however, any Registrable Securities sold by a Person
      in
      a transaction in which such Person’s rights under Section 2 hereof
      are not assigned or any shares for which registration rights have
      terminated.




2




“ **Right
      of Co-Sale** ”
means
      the right, but not an obligation, of a Key Holder or Management Stockholder
      to
      participate in a Proposed Transfer on the terms and conditions specified in
      the
      Proposed Transfer Notice.




“ **Right
      of First Refusal** ”
means
      the right, but not an obligation, of a Key Holder or the Company, as the case
      may be, or his, her or its permitted transferees or assigns, to purchase some
      or
      all of the Transfer Stock with respect to a Proposed Transfer, on the terms
      and
      conditions specified in the Proposed Transfer Notice.




“ **Securities
      Act** ”
means
      the Securities Act of 1933, as amended, and the rules and regulations
      promulgated thereunder.




“ **Secondary
      Notice** ”
means
      written notice from the Company notifying the selling Key Holder and the other
      Key Holder that the Company does not intend to exercise its Right of First
      Refusal as to all shares of Transfer Stock with respect to any Proposed
      Transfer.




“ **Secondary
      Refusal Right** ”
means
      the right, but not an obligation, of each Key Holder to purchase up to its
      pro
      rata portion (based upon the total number of shares of Common Stock then held
      by
      all Key Holders) of Transfer Stock not purchased pursuant to the Company’ s
      Right of First Refusal, on the terms and conditions specified in the Proposed
      Transfer Notice.




“ **Transfer
      Stock** ”
means
      shares of Common Stock subject to a Proposed Transfer.




2.  Registration
      Rights **.** The
      Company covenants and agrees as follows:




2.1.  Participation
      in Subsequent Registration Rights. So
      long
      as either Key Holder remains a Key Holder, from and after the date of this
      Agreement, the Company shall not, without the prior written consent of each
      Key
      Holder, enter into any agreement with any stockholder or prospective stockholder
      of any securities of the Company which would grant such stockholder or
      prospective stockholder registration rights in respect of Registrable
      Securities, unless the Company shall thereunder grant each Key Holder
      registration rights identical to the most favorable registration rights provided
      to any other stockholder or prospective stockholder of any securities of the
      Company.




3.  Information
      Rights.




3.1.   Delivery
      of Financial Statements. So long as EnerTech owns one percent (1.0%) of the
      issued and outstanding capital stock of the Company, t he
      Company shall deliver to EnerTech or its Affiliate, as the case may
      be:




3




(a)  as
      soon
      as practicable, but in any event within ninety (90) days after the end of each
      fiscal year of the Company, a balance sheet and income statement as of the
      last
      day of such year; a statement of cash flows for such year and a comparison
      between the actual figures for such year, the comparable figures for the prior
      year and the comparable figures included in the Budget (as defined below) for
      such year, with an explanation of any material differences between them and
      a
      schedule as to the sources and applications of funds for such year, such
      year-end financial reports to be in reasonable detail, prepared in accordance
      with GAAP, of the Company;




(b)  as
      soon
      as practicable, but in any event within forty-five (45) days after the end
      of
      each of the first three (3) quarters of each fiscal year of the Company, an
      unaudited income statement, schedule as to the sources and application of funds
      for such fiscal quarter, an unaudited balance sheet and a statement of
      stockholder’s equity as of the end of such fiscal quarter;




(c)  as
      soon
      as practicable, but in any event with forty-five (45) days after the end of
      each
      of the first three (3) quarters of each fiscal year of the Company, a statement
      showing the number of shares of each class and series of capital stock and
      securities convertible into or exercisable for shares of capital stock
      outstanding at the end of the period, the number of common shares issuable
      upon
      conversion or exercise of any outstanding securities convertible or exercisable
      for common shares and the exchange ratio or exercise price applicable thereto
      and number of shares of issued stock options and stock options not yet
      issued but reserved for issuance, if any, all in sufficient detail as to permit
      EnerTech or its Affiliate to calculate its percentage equity ownership in the
      Company and certified by the Chief Financial Officer or Chief Executive Officer
      of the Company as being true, complete and correct;




(d)  as
      soon
      as practicable, but in any event within thirty (30) days of the end of each
      month, an unaudited income statement, an unaudited profit or loss statement;




(e)  as
      soon
      as practicable, but in any event thirty (30) days prior to the end of each
      fiscal year, a budget and business plan for the next fiscal year (collectively,
      the “ **Budget** ”),
      prepared on a monthly basis, including balance sheets and sources and
      applications of funds statements for such months and, as soon as prepared,
      any
      other budgets or revised budgets prepared by the Company;




(f)  with
      respect to the financial statements called for in subsections
      (a) and(b) of this Section 3.1 ,
      an
      instrument executed by the Chief Financial Officer and President or Chief
      Executive Officer of the Company and certifying that such financials were
      prepared in accordance with GAAP consistently applied with prior practice for
      earlier periods (with the exception of footnotes that may be required by GAAP)
      and fairly present the financial condition of the Company and its results of
      operation for the periods specified therein, subject to year-end audit
      adjustment;




(g)  such
      other information relating to the financial condition, business, prospects
      or
      corporate affairs of the Company as EnerTech or any assignee of EnerTech may
      from time to time reasonably request, provided,
      however ,
      that
      the Company shall not be obligated under this subsection (g) or any
      other subsection of Section 3.1 to (i)
      provide information which the Company reasonably deems in good faith to be
      a
      trade secret or similar confidential information (unless covered by an
      enforceable confidentiality agreement, in form acceptable to the Company) or
      (ii) would adversely affect the attorney-client privilege between the Company
      and its counsel;




4


(h)  if
      for
      any period the Company shall have any subsidiary whose accounts are consolidated
      with those of the Company, then in respect of such period the financial
      statements delivered pursuant to the foregoing sections shall be the
      consolidated and consolidating financial statements of the Company and all
      such
      consolidated subsidiaries.




(i)
      notices describing in reasonable detail any claim, action, suit, proceeding,
      arbitration, complaint, charge or investigation pending or to the knowledge
      of
      the Company threatened against the Company or any officer or director of the
      Company involving the Company or any default or breach by any party under any
      agreement of the Company as soon as practicable, but in any event within five
      (5) days after the Company becomes aware of such litigation or contract default.




3.2.   Inspection.  So
      long
      as EnerTech owns one percent (1.0%) of the issued and outstanding capital stock
      of the Company, the
      Company shall permit, at EnerTech’s expense, EnerTech to visit and inspect the
      Company’s properties, to examine its books of account and records and to discuss
      the Company’s affairs, finances and accounts with its officers, all at such
      reasonable times as may be reasonably requested by at EnerTech; provided,
      however ,
      that
      the Company shall not be obligated pursuant to this Section 3.2 to
      provide access to any information which it reasonably considers to be a trade
      secret or similar confidential information (unless covered by an enforceable
      confidentiality agreement in a form acceptable to the Company) or would
      adversely affect the attorney-client privilege between the Company and its
      counsel.




3.3.   Termination
      of Information and Inspection Covenants. The
      covenants set forth in Section
      3.1 and Section 3.2 shall
      terminate as to EnerTech and be of no further force or effect immediately prior
      to the consummation of the sale of shares of Common Stock in the Company’s IPO
      or when the Company first becomes subject to the periodic reporting requirements
      of Sections 12(g) or 15(d) of the Exchange Act, unless EnerTech ceases to own
      one
      percent (1.0%) of the issued and outstanding capital stock of the Company prior
      to
      the occurrence of such events, in which case the covenants shall terminate
      as of
      the date that EnerTech no longer owns
      one
      percent (1.0%) of the issued and outstanding capital stock of the
      Company .




5




3.4.   Confidentiality. Each
      Stockholder agrees that such Stockholder will keep confidential and will not
      disclose, divulge or use for any purpose, other than to monitor its investment
      in the Company, any confidential information obtained from the Company pursuant
      to the terms of this Agreement, unless such confidential information (i) is
      known or becomes known to the public in general (other than as a result of
      a
      breach of this Section
      3.4 by such
      Stockholder), (ii) is or has been independently developed or conceived by the
      Stockholder without use of the Company's confidential information or (iii)
      is or
      has been made known or disclosed to the Stockholder by a third party without
      a
      breach of any obligation of confidentiality such third party may have to the
      Company; provided,
      however ,
      that a
      Stockholder may disclose confidential information (a) to its attorneys,
      accountants, consultants, and other professionals to the extent necessary to
      obtain their services in connection with monitoring its investment in the
      Company, (b) to any prospective purchaser of any Registrable Securities
      from such Stockholder as long as such prospective investor agrees to be bound
      by
      the provisions of this Section
      3.4 ,
      (c) to any Affiliate, partner, member, stockholder or wholly owned
      subsidiary of such Stockholder in the ordinary course of business, as long
      as
      such Affiliate, partner, member stockholder or wholly owned subsidiary of such
      Stockholder agrees to be bound by the provisions of this Section
      3.4 ,
      or (d)
      as may otherwise be required by law, provided that the Stockholder takes
      reasonable steps to minimize the extent of any such required disclosure. The
      Company, EnerTech, and the Stockholders hereby acknowledge that EnerTech invests
      in numerous companies, some of which may be competitive with the Company’s
      business. The Company, EnerTech and the Stockholders agree that EnerTech shall
      not be liable for any claim arising out of, or based upon, (i) the investment
      by
      EnerTech in any entity competitive to the Company, (ii) actions taken by any
      partner, officer or other representative of EnerTech to assist any such
      competitive company, whether or not such action was taken as a board member
      of
      such competitive company, or otherwise, and whether or not such action has
      a
      detrimental effect on the Company, unless such claim arises directly from the
      EnerTech’s misuse of confidential information in material breach of this Section
      3.4 .




4.  Right
      of
      First Offer on Company Offerings




4.1.  Right
      of First Offer. Subject
      to the terms and conditions specified in this Section 4.1 ,
      and
      applicable securities laws, in the event the Company proposes to offer or sell
      any New Securities, the Company shall first make an offering of such New
      Securities to EnerTech in accordance with the following provisions of this Section
      4.1 .
      EnerTech shall be entitled to apportion the right of first offer hereby granted
      it among itself and its partners, members and Affiliates in such proportions
      as
      it deems appropriate.




(a)  The
      Company shall deliver a notice, in accordance with the provisions of Section
      10.5 hereof,
      (the “ **Offer
      Notice** ”)
      to
      EnerTech stating (i) its bona fide intention to offer such New Securities,
      (ii) the number of such New Securities to be offered, and (iii) the
      price and terms, if any, upon which it proposes to offer such New
      Securities.




(b)  By
      written notification received by the Company, within twenty (20) calendar days
      after mailing of the Offer Notice, EnerTech may elect to purchase or obtain,
      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 number of shares of
      Common Stock issued and then held by EnerTech bears to the total number of
      shares of Common Stock of the Company issued and the n
      held by
      all the Stockholders.




(c)  In
      the
      event that the Company proposes to offer New Securities contingently, EnerTech
      will be issued warrants (“ **Contingent
      Warrants** ”)
      to
      purchase its pro rata portion of equity securities which may be purchased
      pursuant to such New Securities, or into which such New Securities may become
      convertible, as the case may be, in lieu of receiving such New Securities on
      the
      same terms as stated in the Offer Notice. The exercise of such Contingent
      Warrants will be subject to the same contingencies as the New Securities
      proposed to be offered. EnerTech must exercise such Contingent Warrants within
      twenty (20) calendar days after the Company has properly delivered a notice
      to
      EnerTech, in accordance with Section
      10.5 hereof,
      that such Contingent Warrants may be exercised.




6




(d)  If
      the
      consideration proposed to be paid for New Securities is in property, services
      or
      other non-cash consideration, the value of the consideration shall be as agreed
      in good faith by EnerTech and the Company. If EnerTech and the Company fail
      to
      agree in good faith as to the value of such consideration, the price paid for
      such offered New Securities shall be deemed to be the value of such
      consideration as calculated in accordance with GAAP.




(e)  The
      right
      of first offer in this Section
      4.1 shall
      not be applicable to: (i) up to 14,706 shares of Common Stock properly issued
      or
      deemed issued to employees or directors of, or consultants to, the Company
      or
      any of its subsidiaries pursuant to the Management Option Plan (as defined
      in Section
      8 );
      or
      (ii) securities issued in connection with any stock split or stock dividend
      of
      the Company.




(f)  The
      right
      of first offer set forth in this Section 4.1 may not
      be assigned or transferred except that such right is assignable by EnerTech
      to any of its Affiliates.




(g)  If
      (i)
      the Company proposes to issue New Securities at any time before the provisions
      of this Section
      4 have
      terminated pursuant to Section
      4.2 ,
      (ii)
      EnerTech has been issued Contingent Warrants pursuant to Section 4.1(c), and
      (iii) EnerTech would be barred from exercising its rights under this Section
      4, pursuant
      to Section
      4.2 had the
      Contingent Warrants been exercised prior to the delivery of the Offer Notice
      because Acorn Energy’s ownership of the Company’s Common Stock would be less
      than seventy-five percent (75%) of the Company’s capital stock calculated on a
      fully diluted basis, then EnerTech shall not have the right to purchase or
      obtain New Securities proposed to be offered, but rather EnerTech will be issued
      warrants (“ **Secondary
      Contingent Warrants** ”)
      to
      purchase its pro rata portion of equity securities which may be purchased
      pursuant to such New Securities, or into which such New Securities may become
      convertible, as the case may be, in lieu of receiving such New Securities on
      the
      same terms as stated in the Offer Notice. Any Secondary Contingent Warrants
      shall become exercisable upon the lapse of Contingent Warrants referenced in subsection
      (iii) of this Section
      4.1(g) .
      EnerTech must exercise such Secondary Contingent Warrants within twenty (20)
      calendar days after the Company has properly delivered a notice to EnerTech,
      in
      accordance with Section
      10.5 hereof,
      that such Secondary Contingent Warrants may be exercised.




4.2.   Termination . The
      provisions of this Section
      4 shall
      terminate upon the first to occur of (i) the consummation of an IPO, (ii) a
      failure by EnerTech to elect to purchase a portion of New Securities to which
      it
      is entitled under Section
      4.1(b) ,
      or to
      exercise its Contingent Warrants or Secondary Contingent Warrants, if any,
      as
      provided under Sections
      4.1(c) and 4.1(g) ,
      respectively and (iii) the point at which Acorn Energy’s ownership of the
      Company’s Common Stock is equal to seventy-five percent (75%) of the Company’s
      capital stock calculated on a fully diluted basis after giving effect to any
      proposed issuance of New Securities and the corresponding exercise by EnerTech
      of its rights under this Section
      4 ,
      but
      excluding shares issued or reserved for issuance under the Management Option
      Plan (as hereinafter defined). For the avoidance of doubt, Enertech shall have
      the ability to exercise such right with respect to the proposed issuance of
      New
      Securities to the extent that the exercise of such right will not reduce Acorn
      Energy’s ownership of the Company’s Common Stock below seventy-five percent
      (75%) of the Company’s capital stock. For illustrative purpose, in the event of
      a proposed issuance of New Securities that would reduce Acorn Energy’s ownership
      of the Company’s Common Stock below seventy-five percent (75%) of the Company’s
      capital stock, EnerTech shall have the right to purchase or obtain only that
      portion of such New Securities as it would be entitled to purchase or obtain
      if
      the size of the proposed issuance of New Securities were such that it would
      result in Acorn Energy owning exactly seventy-five percent (75%) of the
      Company’s capital stock calculated on a fully diluted basis after giving effect
      to any proposed issuance of New Securities and the corresponding exercise by
      EnerTech of its rights under this Section
      4 .




7




5.  Rights
      of
      Refusal and Co-Sale




5.1.   Company
      Right of First Refusal .
      Each
      Stockholder hereby unconditionally and irrevocably grants to the Company a
      Right
      of First Refusal to purchase all or any portion of Transfer Stock that such
      Stockholder may propose to transfer in a Proposed Transfer, at the same price
      and on the same terms and conditions as those offered to the Prospective
      Transferee. Each Stockholder proposing to make a Proposed Transfer must deliver
      a Proposed Transfer Notice to the Company and the Key Holders, not later than
      10
      days prior to the consummation of such Proposed Transfer. Such Proposed Transfer
      Notice shall contain the material terms and conditions of the Proposed Transfer
      and the identity of the Prospective Transferee. The Company must exercise its
      Right of First Refusal under this Section
      5.1 by
      giving a Company Notice to such selling holder of Common Stock within fifteen
      (15) days after delivery of the Proposed Transfer Notice.




5.2.   Secondary
      Refusal Right of Key Holders .




(a)  Each
      Key
      Holder hereby unconditionally and irrevocably grants to the other Key Holder
      a
      Secondary Refusal Right to purchase the shares of Key Holder Stock not purchased
      by the Company pursuant to the Company’s Right of First Refusal under Section
      5.1 ,
      as
      provided in this Section
      5.2 .
      If the
      Company does not intend to exercise its Right of Refusal under Section
      5.1 with
      respect to all Key Holder Stock subject to a Proposed Transfer, the Company
      must
      deliver a Secondary Notice to the other Key Holder to that effect no later
      than
      fifteen (15) days after the selling Key Holder delivers the Proposed Transfer
      Notice to the Company. To exercise its Secondary Refusal Right, a Key Holder
      must deliver a Key Holder Secondary Notice to the selling Key Holder and the
      Company within ten (10) days after the deadline for delivery of the Secondary
      Notice.




(b)  Each
      Stockholder that is not a Key Holder hereby unconditionally and irrevocably
      grants to the Key Holders a Secondary Refusal Right to purchase up to each
      Key
      Holder’s pro rata portion (based upon the total number of shares of each Key
      Holder’s Stock) of the Stockholder’s stock not purchased by the Company pursuant
      to the Company’s Right of First Refusal under Section
      5.1 ,
      as
      provided in this Section
      5.2 .
      If the
      Company does not intend to exercise its Right of Refusal under Section
      5.1 with
      respect to all of the selling Stockholder’s Common Stock subject to a Proposed
      Transfer, the Company must deliver a Secondary Notice to the Key Holders to
      that
      effect no later than fifteen (15) days after the selling Stockholder delivers
      the Proposed Transfer Notice to the Company. To exercise its Secondary Refusal
      Right, a Key Holder must deliver a Key Holder Secondary Notice to the selling
      Stockholder and the Company within ten (10) days after the deadline for delivery
      of the Secondary Notice.




8




5.3.   Consideration;
      Closing .
      If the
      consideration proposed to be paid for the Transfer Stock is in property,
      services or other non-cash consideration, the fair market value of the
      consideration shall be determined in good faith by the Company’s Board of
      Directors. If the Company or any Key Holder cannot for any reason pay for the
      Transfer Stock in the same form of non-cash consideration, the Company or such
      Key Holder may pay the cash value equivalent thereof, as determined by the
      Board
      of Directors. The closing of the purchase of Transfer Stock by the Company
      and/or the other Key Holder, as the case may be, shall take place, and all
      payments from the Company and/or the other Key Holder, as the case may be,
      shall
      have been delivered to the selling Stockholder by the later of (i) the date
      specified in the Proposed Transfer Notice as the intended date of the Proposed
      Transfer and (ii) forty-five (45) days after delivery of the Proposed Transfer
      Notice.




5.4.   Right
      of Co-Sale .




(a)  If
      any
      Transfer Stock subject to a Proposed Transfer by a Stockholder is not purchased
      pursuant to Sections
      5.1 and 5.2 above
      and thereafter is to be sold to a Prospective Transferee, a Key Holder or
      Management Stockholder may elect to exercise its Right of Co-Sale and
      participate on a pro-rata basis in the Proposed Transfer on the same terms
      and
      conditions specified in the Proposed Transfer Notice. A Key Holder or Management
      Stockholder who desires to exercise its Right of Co-Sale must give the selling
      Stockholder written notice to that effect within fifteen (15) days after the
      deadline for delivery of the Key Holder Secondary Notice as described above,
      and
      upon giving such notice such Key Holder or Management Stockholder shall be
      deemed to have effectively exercised the Right of Co-Sale.




(b)  Each
      Key
      Holder or Management Stockholder who timely exercises its Right of Co-Sale
      by
      delivering the written notice provided for above in Section
      5.4(a) may
      include in the Proposed Transfer all or any part of his, her or its Common
      Stock
      equal to the product obtained by multiplying (i) the aggregate number of shares
      of Stockholder Common Stock subject to the Proposed Transfer (excluding shares
      purchased by the Company pursuant to the Right of First Refusal of the Company)
      by (ii) a fraction, the numerator of which is the number of shares of Common
      Stock owned by such Key Holder or Management Stockholder immediately before
      consummation of the Proposed Transfer and the denominator of which is the total
      number of shares of Common Stock owned, in the aggregate, by all Stockholders
      immediately prior to the consummation of the Proposed Transfer. To the extent
      a
      Key Holder or Management Stockholder exercises such right of participation
      in
      accordance with the terms and conditions set forth herein, the number of shares
      of Common Stock that the selling Stockholder may sell in the Proposed Transfer
      shall be correspondingly reduced.




(c)  Each
      participating Key Holder or Management Stockholder shall effect its
      participation in the Proposed Transfer by delivering to the transferring
      Stockholder, no later than fifteen (15) days after such Key Holder’s or
      Management Stockholder’s exercise of the Right of Co-Sale, one or more stock
      certificates, properly endorsed for transfer to the Prospective Transferee,
      representing the number of shares of Common Stock that such Key Holder or
      Management Stockholder elects to include in the Proposed Transfer.




9




(d)  The
      terms
      and conditions of any sale pursuant to this Section
      5.4 will be
      memorialized in, and governed by, a written purchase and sale agreement with
      customary terms and provisions for such a transaction.




(e)  Each
      stock certificate a participating Key Holder or Management Stockholder delivers
      to the selling Stockholder pursuant to subparagraph (c) above will be
      transferred to the Prospective Transferee against payment therefor in
      consummation of the sale of the Transfer Stock pursuant to the terms and
      conditions specified in the Proposed Transfer Notice and the purchase and sale
      agreement, and the selling Stockholder shall concurrently therewith remit to
      the
      appropriate Key Holder or Management Stockholder the portion of the sale
      proceeds to which such Key Holder or Management Stockholder is entitled by
      reason of its participation in such sale. If any Prospective Transferee or
      Transferees refuse(s) to purchase securities subject to the Right of Co-Sale
      from a Key Holder or Management Stockholder exercising its Right of Co-Sale
      hereunder, no Stockholder may sell any Common Stock to such Prospective
      Transferee or Transferee unless and until, simultaneously with such sale, such
      selling Stockholder purchases all securities subject to the Right of Co-Sale
      from such other Stockholders.




(f)  If
      any
      Proposed Transfer is not consummated within forty-five (45) days after receipt
      of the Proposed Transfer Notice by the Key Holders, the Management Stockholders,
      or the Company, as the case may be, the Stockholder proposing the Proposed
      Transfer may not sell any of its Common Stock unless it first complies in full
      with each provision of this Section
      5 .
      The
      exercise or election not to exercise any right by any Key Holder or Management
      Stockholder hereunder shall not adversely affect its right to participate in
      any
      other sales of Transfer Stock subject to this Section
      5.4 .




5.5.   Drag-Along
      Right .




(a)  In
      the
      event that any Key Holder owns more than fifty percent (50%) of the Company’s
      issued and outstanding capital stock and such Key Holder desires to accept
      a
      bona fide offer (a " **Purchase
      Offer** ")
      from
      any person or persons, other than an Affiliate or another Stockholder, to
      purchase all (a " **Divestiture** ")
      the
      shares of Common Stock then held by such Key Holder, then such Key Holder shall
      promptly deliver to each of the other Stockholders a written notice (the
      " **Purchase
      Offer Notice** ")
      stating such Key Holder’s intention to sell such shares pursuant to such
      Purchase Offer and setting forth the terms and conditions of such Purchase
      Offer, including, without limitation, the identity of the proposed purchaser
      and
      the amount and type of consideration to be paid therefor. The Purchase Offer
      Notice shall include a copy of any written offer, letter of intent, term sheet
      or contract of sale pertaining to the Purchase Offer.




(b)  In
      connection with a Divestiture, any Key Holder owning more than fifty percent
      (50%) of the Company’s issued and outstanding capital stock shall have the right
      (" **Drag
      Along Right** ")
      to
      require each other Stockholder to participate in such sale of Common Stock
      by
      such Key Holder on the terms and conditions set forth in the Purchase Offer
      Notice (which shall be the same terms and conditions (on a per share basis)
      as
      are applicable to such Key Holder’s sale of shares of Common Stock to the
      proposed purchaser). Such Drag Along Right shall be exercisable by such Key
      Holder including in its Purchase Offer Notice a statement to the effect that
      such Key Holder elects to exercise its Drag Along Right in connection with
      the
      proposed sale. At any time prior to the closing of such sale, such Key Holder
      may withdraw its election to exercise its Drag Along Right upon written notice
      to the Stockholders.




10




(c)  The
      closing of the purchase and sale of any shares of Common Stock to be sold
      pursuant to the Drag Along Right shall occur concurrently with the closing
      of
      the sale of the shares of the Common Stock by the Key Holder owning more than
      fifty percent (50%) of the Company’s issued and outstanding capital stock, which
      shall be a date not less than sixty (60) days after the giving of the Purchase
      Offer Notice. At any such closing, each Stockholder shall deliver to the
      purchaser a certificate or certificates representing the number of shares of
      Common Stock to be sold by such Stockholder, duly endorsed in blank or
      accompanied by a duly executed stock power in blank, with signatures duly
      guaranteed and all requisite stock transfer stamps affixed thereto. All
      Stockholders shall be treated equally under this Section
      5.5 .
      It
      shall be a condition of the obligation to sell under this Section
      5.5 that all
      facts and circumstances and all material aspects of any transaction under this Section
      5.5 shall be
      disclosed. The provisions of this Section
      5.5 shall
      terminate upon an IPO.




5.6.   Effect
      of Failure to Comply .




(a)  Any
      Proposed Transfer not made in compliance with the requirements of this Agreement
      shall be null and void ab initio, shall not be recorded on the books of the
      Company or its transfer agent and shall not be recognized by the Company. Each
      party hereto acknowledges and agrees that any breach of this Agreement would
      result in substantial harm to the other parties hereto for which monetary
      damages alone could not adequately compensate. Therefore, the parties hereto
      unconditionally and irrevocably agree that any non-breaching party hereto shall
      be entitled to seek protective orders, injunctive relief and other remedies
      available at law or in equity (including, without limitation, seeking specific
      performance or the rescission of purchases, sales and other transfers of Common
      Stock not made in strict compliance with this Agreement).




(b)  If
      any
      Stockholder becomes obligated to sell any Common Stock to the Company under
      this
      Agreement and fails to deliver such Common Stock in accordance with the terms
      of
      this Agreement, the Company may, at its option, in addition to all other
      remedies it may have, send to such Stockholder the purchase price for such
      Common Stock as is herein specified and cancel on its books the certificate
      or
      certificates representing the Common Stock to be sold.




(c)  If
      any
      Stockholder purports to sell any Common Stock in contravention of the terms
      of
      this Agreement (a “ **Prohibited
      Transfer** ”),
      the
      Company or a Key Holder, as the case may be, in addition to such remedies as
      may
      be available by law, in equity or hereunder, is entitled to require the
      following actions of such Stockholder, and such Stockholder will be bound by
      the
      terms of such option:




(i)  If
      a
      Stockholder makes a Prohibited Transfer, a Key Holder or the Company, as the
      case may be, who timely exercises his, her or its Right of First Refusal under Sections
      5.1 and 5.2 may
      require such Stockholder, to sell to the other Key Holder or the Company, as
      the
      case may be, the number of shares of Common Stock that such other Key Holder
      or
      the Company, as the case may be, would have been entitled to purchase under Sections
      5.1 and 5.2 had the
      Prohibited Transfer been effected pursuant to and in compliance with the terms
      of Sections
      5.1 and 5.2 .




11




(ii)  If
      a Key
      Holder makes a Prohibited Transfer, the other Key Holder that timely exercises
      its Right of Co-Sale under Section
      5.4 may
      require such Key Holder to purchase from it the number of shares of Common
      Stock
      that such Key Holder would have been entitled to sell to the Prospective
      Transferee under Section
      5.4 had the
      Prohibited Transfer been effected pursuant to and in compliance with the terms
      of Section
      5.4 .




In
      each
      case, the sale will be made on the same terms and subject to the same conditions
      as would have applied had the Stockholder not made the Prohibited Transfer,
      except that the sale (including, without limitation, the delivery of the shares
      or the purchase price, as the case may be) must be made within ninety (90)
      days
      after the Company or the other Key Holder, as the case may be, learns of the
      Prohibited Transfer, as opposed to the timeframe proscribed in Sections
      5.1 , 5.2 , 5.3 , 5.4 ,
      or 5.5 as the
      case may be. Such Stockholder shall also reimburse the other Key Holder and
      the
      Company, as the case may be, for any and all fees and expenses, including legal
      fees and expenses, incurred pursuant to the exercise or the attempted exercise
      of the Key Holder’s or the Company’s, as the case may be, rights under Sections
      5.1 , 5.2 , 5.3 , 5.4 ,
      or 5.5 as the
      case may be.




5.7.   Assistance
      with Pledging of Interests .
      The
      rights of the Company and the Key Holders under this Section
      5 shall
      not pertain or apply to any pledge by a Key Holder of its Common Stock which
      creates a mere security interest in such Common Stock. The Company shall consent
      to any pledging of any Key Holder’s Common Stock and other matters customarily
      requested of the Key Holders by the Key Holders’ lenders; provided that any
      pledge of Common Stock shall be contingent upon the pledgee providing a written
      instrument to the Company agreeing in writing that its lien is subject to the
      terms of this Agreement.




6.  Exempt
      Transfers .




6.1.   Transfers
      to Affiliates, Etc .
      Notwithstanding the foregoing or anything to the contrary herein, the provisions
      of Sections 5.1 , 5.2 and 5.4 shall
      not apply: (i) in the case of a Key Holder that is an entity, upon a transfer
      by
      such Key Holder to its stockholders, members, partners or other equity holders,
      (ii) to a repurchase of Common Stock from a Key Holder by the Company at a
      price
      no greater than that originally paid by such Key Holder for such Common Stock
      and pursuant to an agreement containing vesting and/or repurchase provisions
      approved by a majority of the Board of Directors, or (iii) to the sale or
      transfer of Common Stock between Key Holders and their respective Affiliates; provided , however ,
      that
      such transfer shall be contingent upon the transferee providing a written
      instrument to the Company notifying the Company of such transfer and assignment
      and agreeing in writing to be bound by the terms of this Agreement; and provided  further ,
      notwithstanding any such permitted transfer, such transferred Common Stock
      shall
      remain Common Stock and Key Holder Stock for all purposes hereunder, and such
      transferee shall be treated as a Key Holder, as the case may be, (but only
      with
      respect to the securities so transferred to the transferee) for all purposes
      of
      this Agreement (including the obligations of a Key Holder with respect to
      Proposed Transfers of such Capital Stock pursuant to Section
      5 );
      and provided , further ,
      in the
      case of any transfer pursuant to clause (i), that such transfer is made pursuant
      to a transaction in which there is no consideration actually paid for such
      transfer.




12




6.2.   Public
      Offering .
      Notwithstanding the foregoing or anything to the contrary herein, the provisions
      of Section
      5 shall
      not apply to the sale of any Common Stock to the public in an IPO, and the
      provisions of Section
      5 shall
      terminate and be of no further force or effect upon (a) the consummation of
      the
      IPO, or (b) the Company first becoming subject to the periodic reporting
      requirements of Sections 12(g) or 15(d) of the Exchange Act, whichever event
      shall first occur.




7.  Key
      Holder Buy/Sell .




7.1.   Triggering
      Notice .
      At any
      time following the first anniversary of the Closing of the Purchase Agreement
      (as defined therein), either Key Holder (such Key Holder, the “ **Triggering
      Key Holder** ”)
      may
      deliver a written notice in accordance with the provisions of Section 10.5
      hereof, (a “ **Triggering
      Notice** ”)
      to the
      other Key Holder (the “ **Responding
      Key Holder** ”)
      stating: (i) its intent to commence a purchase or sale of Key Holder Stock
      under
      this Section
      7 and (ii)
      the per-share price (the “ **Per-Share
      Buy/Sell Price** ”)
      which
      will be applicable to such transaction.




7.2.   Response
      Notice .
      Within
      90 days of the delivery of a Triggering Notice, the Responding Key Holder shall
      deliver a written notice in accordance with the provisions of Section 10.5
      (the
“ **Response
      Notice** ”)
      to the
      Triggering Key Holder stating whether the Responding Key Holder has elected:
      (i)
      to purchase the entirety of the Triggering Key Holder’s Common Stock at the
      Per-Share Buy/Sell Price or (ii) to sell the entirety of its Common Stock to
      the
      Triggering Key Holder at the Per-Share Buy/Sell Price.




7.3.   Cure
      Period .
      If no
      Response Notice is delivered within 90 days of a Triggering Notice, the
      Triggering Key Holder shall deliver a written notice in accordance with the
      provisions of Section 10.5 (the “ **Cure
      Period Notice** ”)
      to the
      Responding Key Holder stating that the Responding Key Holder has failed to
      deliver a Response Notice and stating that the Responding Key Holder has 15 days
      from delivery of the Cure Period Notice (the “ **Cure
      Period** ”)
      to
      deliver a Response Notice to the Triggering Key Holder. If the Responding Key
      Holder does not deliver a Response Notice within the Cure Period, the Triggering
      Key Holder shall, at its sole option, within ten days of the conclusion of
      the
      Cure Period elect: (i) to purchase the entirety of the Responding Key Holder’s
      Common Stock at the Per-Share Buy/Sell Price or (ii) to sell the entirety of
      its
      Common Stock to the Responding Key Holder at the Per-Share Buy/Sell Price.
      The
      Key Holders shall thereupon effect a Closing of a sale or purchase in accordance
      with the provisions of Section 7.4 pursuant to the terms of the preceding
      sentence.




7.4.   Closing .
      The
      closing of a sale or purchase under this Section
      7 shall
      take place, and stock certificates representing all of the shares of Common
      Stock of the Selling Key Holder, properly endorsed for transfer to the
      purchasing Key Holder, as well as all payments from the purchasing Key Holder
      shall have been delivered to the selling Key Holder within forty-five (45)
      days
      after delivery of the Response Notice, the Cure Period Notice or the expiration
      of the Cure Period, as the case may be.




13




8.  Management
      Option Plan .
      Notwithstanding the foregoing or anything to the contrary herein, the provisions
      of Sections
      4 and 5 shall
      not apply to the issuance of options under a management option plan (the
“ **Management
      Option Plan** ”),
      provided that: (i) the total Company equity available for issuance under the
      Management Option Plan will be 14,706 shares of Common Stock, equivalent to
      12.5% ownership of the Company, on a fully diluted basis following Closing
      (as
      defined in the Purchase Agreement); (ii) the exercise price per share for any
      options issued under the Management Option Plan will be equal to or greater
      than
      the price per share paid by EnerTech under the Purchase Agreement; and (iii)
      the
      option pool under the Management Option Plan shall not be increased without
      EnerTech’s written consent.




9.  Additional
      Covenants .




9.1.  Insurance.  Acorn
      Energy maintains Directors and Officers Errors and Omissions insurance
      pursuant to a policy of insurance substantially in the form provided to
      EnerTech. The Company and Acorn Energy will use reasonable best efforts to
      cause
      such insurance policy to be maintained until such time as the Board of Directors
      of the Company determines that such insurance should be discontinued. The policy
      shall not be cancelable by Acorn Energy without prior approval of the Board
      of
      Directors.




9.2.   Employee
      Agreements .  The
      Company will cause each person now or hereafter employed by it or any subsidiary
      (or engaged by the Company or any subsidiary as a consultant/independent
      contractor) with access to confidential information and/or trade secrets to
      enter into a proprietary information, inventions, non-competition and
      non-solicitation agreement substantially in the form approved by the Board
      of
      Directors and satisfactory to the Stockholders.




9.3.   Employee
      Vesting .
      All
      future employees and consultants of the Company who shall purchase, or receive
      options to purchase, shares of the Company’s capital stock following the date
      hereof shall be required to execute stock purchase or option agreements
      providing for vesting of shares over a four-year period with the first 25%
      of
      such shares vesting following 12 months of continued employment or services
      after the grant date of each such security, and the remaining shares vesting
      in
      equal monthly installments over the following 36 months. The issuance or
      transfer of any options to purchase shares of the Company’s capital stock shall
      be contingent upon the holder or transferee becoming a party to this Agreement
      by executing and delivering an additional counterpart signature page to this
      Agreement, and thereafter such holder or transferee shall be deemed a
“Stockholder” for all purposes hereunder.




9.4.   Board
      of Directors .
      Each
      Stockholder agrees to vote all of his, her or its shares of voting securities
      in
      the Company, whether now owned or hereafter acquired or which such Stockholder
      may be empowered to vote, from time to time and at all times, in whatever manner
      shall be necessary to ensure that at each annual or special meeting of
      stockholders at which an election of directors is held or pursuant to any
      written consent of the stockholders, the following persons shall be elected
      to
      the Board: five to seven individuals designated in the following proportions:
      (i) one designee of EnerTech, which individual shall initially be Scott Ungerer,
      for so long as EnerTech remains a Key Holder , (ii) two designees of Acorn
      Energy, one of which individuals shall initially be John Moore, Chairman, (iii)
      one to three outside directors designated by the Stockholders voting together
      as
      a single class, and (iv) the chief executive officer of the Company, which
      individual shall initially be Bill McMahon.




14




9.5.   Meetings
      of the Board of Directors .
      The
      Board shall meet no less frequently than once every quarter, with monthly
      telephone conversations on an as-needed basis. Each authorized committee of
      the
      Board shall include the director elected by EnerTech. EnerTech shall be entitled
      to appoint an observer, who is approved by the Company’s Chief Executive, to all
      Board meetings. The Company will reimburse non-employee directors for all
      reasonable out-of-pocket expenses incurred in attending board and committee
      meetings.




9.6.   Successor
      Indemnification.  In
      the
      event that the Company or any of its successors or assigns (i) consolidates
      with
      or merges into any other entity and shall not be the continuing or surviving
      corporation or entity of such consolidation or merger or (ii) transfers or
      conveys all or substantially all of its properties and assets to any person
      or
      entity, then, and in each such case, to the extent necessary, proper provision
      shall be made so that the successors and assigns of the Company assume the
      obligations of the Company with respect to indemnification of members of the
      Board of Directors as in effect immediately prior to such transaction, whether
      in the Company’s bylaws, Certificate of Incorporation, or elsewhere, as the case
      may be.




9.7.   Transactions
      with Related Parties .
      The
      Company shall not enter into any business dealing, undertaking, contract,
      agreement, lease or other arrangement for the furnishing to or by the Company
      of
      goods, services or space or any other transaction with any Stockholder or any
      Affiliate of any Stockholder (an “ **Affiliate
      Contract”** )
      and
      shall not take any action pertaining to the rights and obligations of the
      Company under such Affiliate Contract, without the approval of a majority of
      the
      disinterested members of the Company’s Board of Directors.




9.8.   Actions
      Requiring Majority Stockholder Approval .
      Consent
      of the Stockholders holding a majority of the outstanding voting shares of
      Common Stock, which Stockholders must include EnerTech, provided that (x)
      EnerTech holds 5% or more of the Company’s issued and outstanding Common Stock
      and (y) EnerTech has exercised all of its rights under Section
      4 to
      acquire New Securities prior to the termination of such rights under Section
      4.2 ,
      shall
      be required for any action that (including by way of merger, consolidation,
      reclassification, reorganization or other similar event) creates, authorizes,
      or
      issues: (i) any class of stock or securities of the Company having any right,
      preference, privilege, power or priority superior to the Common Stock, or (ii)
      any debt or lease transaction resulting in an obligation to the Company, in
      the
      aggregate, in excess of $3,000,000.




9.9.   Actions
      Requiring Super-Majority Stockholder Approval .
      Consent
      of the holders of more than 67% of the outstanding voting shares of the Common
      Stock shall be required for any action that (including by way of merger,
      consolidation, reclassification, reorganization or other similar
      event):




(a)  increases
      or decreases the number of authorized shares of Common Stock or creates or
      authorizes any obligation or security convertible into shares of Common
      Stock,




(b)  liquidates,
      dissolves or winds up the business and affairs of the Company or consents to
      any
      of the foregoing,




15




(c)  amends
      or
      waives any provision of the charter, by-laws or articles of the Company in
      a
      manner which adversely affects the holders of the Common Stock,




(d)  acquires
      any other corporation or entity,




(e)  adversely
      alters, affects or changes the rights, preferences, privileges, powers, or
      interests of, or the restrictions provided for the benefit of, the holders
      of
      the Common Stock,




(f)  creates,
      authorizes shares of, or issues shares of any class or series of shares stock
      having any right, preference, privilege, power or priority on parity with the
      Common Stock,




(g)  effects
      or authorizes any merger, recapitalization, reorganization, acquisition,
      consolidation, liquidation, winding up, or sale of all or substantially all
      of
      the assets of the Company,




(h)  makes
      any
      loan or advance to, or own any stock or other securities of, any subsidiary
      or
      other corporation, partnership, or other entity unless it is wholly owned by
      the
      Company;




(i)  makes
      any
      loan or advance to any person, including, any employee or director,




(j)  guarantees
      any indebtedness except for trade accounts of the Company or any subsidiary
      arising in the ordinary course of business,




(k)  makes
      any
      investment other than investments in prime commercial paper, money market funds,
      certificates of deposit in any United States bank having a net worth in excess
      of $100,000,000 or obligations issued or guaranteed by the United States of
      America, in each case having a maturity not in excess of two years,
      or




(l)  enters
      into or causes the Company to be a party to any transaction with any director,
      officer or employee of the Company or any “associate” (as defined in Rule 12b-2
      promulgated under the Exchange Act) of any such person or any Affiliate of
      the
      Company.




9.10.  Termination
      of Covenants.  The
      covenants set forth in this Section
      9 ,
      shall
      terminate and be of no further force or effect upon (a)
      the
      consummation of the IPO, or (b) the Company first becoming subject to the
      periodic reporting requirements of Sections 12(g) or 15(d) of the Exchange
      Act,
      whichever event shall first occur .




10.   Miscellaneous .




10.1.  Transfers,
      Successors and Assigns.  The
      terms
      and conditions of this Agreement shall inure to the benefit of and be binding
      upon the respective successors and assigns of the parties. Nothing in this
      Agreement, express or implied, is intended to confer upon any party other than
      the parties hereto or their respective successors and assigns any rights,
      remedies, obligations, or liabilities under or by reason of this Agreement,
      except as expressly provided in this Agreement.




16




10.2.  Governing
      Law.  This
      Agreement shall be governed by and construed in accordance with the internal
      laws of the State of Delaware, without regard to its principles of conflicts
      of
      laws.




10.3.  Counterparts.  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. This Agreement may also be executed and delivered by facsimile
      signature and 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.




10.4.  Titles
      and Subtitles.  The
      titles and subtitles used in this Agreement are used for convenience only and
      are not to be considered in construing or interpreting this
      Agreement.




10.5.  Notices. All
      notices and other communications given or made pursuant to this Agreement shall
      be in writing and shall be deemed effectively given: (a) upon personal delivery
      to the party to be notified, (b) when sent by confirmed electronic mail or
      facsimile if sent during normal business hours of the recipient, and if not
      so
      confirmed, then on the next business day, (c) five (5) days after having been
      sent by registered or certified mail, return receipt requested, postage prepaid,
      or (d) one (1) day after deposit with a nationally recognized overnight courier,
      specifying next day delivery, with written verification of receipt. All
      communications shall be sent to the respective parties at their address as
      set
      forth on the signature page or Schedule A hereto,
      or to such email address, facsimile number or address as subsequently modified
      by written notice given in accordance with this Section
      10.5 .




If
      notice
      is given to the Company or Acorn Energy, a copy shall also be sent
      to:




Eilenberg
      Krause & Paul LLP


11
      East
      44th Street, 19th Floor


New
      York,
      New York 10017


Fax
      No.
      (212) 986-2399


Attention:
      Sheldon Krause, Esq.




Womble
      Carlyle Sandridge & Rice, PLLC


One
      Wachovia Center, Suite 3500


301
      South
      College Street


Charlotte,
      NC 28202-6037


Fax
      No.
      (704) 338-7819


Attention:
      Joe B. Cogdell




If
      notice
      is given to EnerTech, a copy shall also be sent to:




Dechert
      LLP


Cira
      Centre


2929
      Arch
      St.


Philadelphia,
      PA 19104-2808


Fax
      No.
      (215) 994-2222


Attention:
      Ian A. Hartman, Esq.




17




10.6.  Amendments
      and Waivers.  This
      Agreement may be amended or modified and the observance of any term hereof
      may
      be waived (either generally or in a particular instance and either retroactively
      or prospectively) only by a written instrument executed by each of the Key
      Holders, provided that such consent shall not be required if the Key Holders
      do
      not then own shares representing at least 50% of the outstanding Common Stock.
      Any amendment or waiver so effected shall be binding upon the Company, the
      Stockholders and all of their respective successors and permitted assigns
      whether or not such party, assignee or other shareholder entered into or
      approved such amendment or waiver. Notwithstanding the foregoing, (a) this
      Agreement may not be amended or terminated and the observance of any term
      hereunder may not be waived with respect to any Stockholder without the written
      consent of such Stockholder unless such amendment, termination or waiver applies
      to all Stockholders, respectively, in the same fashion and (b) the consent
      of
      the Key Holders shall not be required for any amendment or waiver if such
      amendment or waiver does not apply to the Key Holders. The Company shall give
      prompt written notice of any amendment or termination hereof or waiver hereunder
      to any party hereto that did not consent in writing to such amendment,
      termination or waiver. No waivers of or exceptions to any term, condition or
      provision of this Agreement, in any one or more instances, shall be deemed
      to
      be, or construed as, a further or continuing waiver of any such term, condition
      or provision.




10.7.  Severability.  The
      invalidity or unenforceability of any provision hereof shall in no way affect
      the validity or enforceability of any other provision.




10.8.  Additional
      Stockholders .
      Notwithstanding anything to the contrary contained herein, if the Company shall
      issue additional shares of Common Stock or options under the Management Option
      Plan after the date hereof, the Company’s issuance to any purchaser of such
      shares of Common Stock or recipient of stock options shall be contingent on
      such
      purchaser or option holder becoming a party to this Agreement by executing
      and
      delivering an additional counterpart signature page to this Agreement and
      thereafter such purchaser shall be deemed a “Stockholder” for all purposes
      hereunder.




10.9.  Entire
      Agreement.  This
      Agreement (including the Exhibits hereto, if any) and the other Transaction
      Agreements (as defined in the Purchase Agreement) constitute the full and entire
      understanding and agreement between the parties with respect to the subject
      matter hereof, and any other written or oral agreement relating to the subject
      matter hereof existing between the parties are expressly canceled.




10.10.  Transfers
      of Rights . Each
      Stockholder hereto hereby agrees that it will not, and may, not assign any
      of
      its rights and obligations hereunder, unless such rights and obligations are
      assigned by such Stockholder to (a) any person or entity to which Registrable
      Securities are transferred by such Stockholder, or (b) to any Affiliate of
      such
      Stockholder, and, in each case, such transferee shall be deemed a “Stockholder”
for purposes of this Agreement; provided that
      such assignment of rights shall be contingent upon the transferee providing
      a
      written instrument to the Company notifying the Company of such transfer and
      assignment and agreeing in writing to be bound by the terms of this Agreement
      or
      such transfer or assignment shall be void.




18




10.11.  Delays
      or Omissions .
      No
      delay or omission to exercise any right, power or remedy accruing to any party
      under this Agreement, upon any breach or default of any other party under this
      Agreement, shall impair any such right, power or remedy of such non-breaching
      or
      non-defaulting party nor shall it be construed to be a waiver of any such breach
      or default, or an acquiescence therein, or of or in any similar breach or
      default thereafter occurring; nor shall any waiver of any single breach or
      default be deemed a waiver of any other breach or default theretofore or
      thereafter occurring. Any waiver, permit, consent or approval of any kind or
      character on the part of any party of any breach or default under this
      Agreement, or any waiver on the part of any party of any provisions or
      conditions of this Agreement, must be in writing and shall be effective only
      to
      the extent specifically set forth in such writing. All remedies, either under
      this Agreement or by law or otherwise afforded to any party, shall be cumulative
      and not alternative.




10.12.  Effectiveness .
      This
      Agreement shall be effective as of the Closing (as defined in the Purchase
      Agreement).




10.13.  Legend
      on Stock Certificates .
      Each
      certificate representing shares of Common Stock shall bear a legend
      substantially in the following form:




“THE
      SALE, TRANSFER, ASSIGNMENT, PLEDGE OR ENCUMBRANCE OF THE SECURITIES REPRESENTED
      BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A STOCKHOLDERS’
AGREEMENT DATED AS OF FEBRUARY 29, 2008 BY AND AMONG THE ISSUER OF THIS SECURITY
      AND CERTAIN HOLDERS OF THE STOCK OF SUCH CORPORATION. COPIES OF SUCH AGREEMENT
      MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD
      OF
      THIS CERTIFICATE TO THE CORPORATION AT ITS PRINCIPAL EXECUTIVE
      OFFICE.”




[Remainder
      of Page Intentionally Left Blank]


19




IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the date first
      above written.




**COALOGIX
                INC.:**By:Name:Title:**ACORN
                  ENERGY, INC.:**By:Name:Title:**ENERTECH
                  CAPITAL PARTNERS III L.P.**By:
            
            ECP
                III Management L.P.,Its
                general partnerBy:
            
            ECP
                III Management LLC,Its
                general partnerBy:Name:
            Scott
                UngererTitle:
            CEO








/s/William
                McMahonWilliam
                McMahon/s/Michael
                MattesMichael
                Mattes/s/Frank
                WenzFrank
                Wenz/s/Michael
                CooperMichael
                Cooper