Exhibit
10.4




US
SENSOR SYSTEMS INC.




AMENDED
AND RESTATED INVESTORS RIGHTS AGREEMENT




This
Amended and Restated Investors Rights Agreement (the “Agreement”) is
entered into effective as of February 23, 2010, by and among US Sensor Systems
Inc., a Delaware corporation (the “Company”), the
holders of the Series A Preferred Stock of the Company whose names appear on the
signature pages to this Agreement (collectively, the “Existing
Purchasers”), and Acorn Energy, Inc., a Delaware corporation (“Acorn Energy”, and
together with the Existing Purchasers, the “Purchasers”).




Background




A.           The
Company and the Existing Purchasers entered into that certain Series A Preferred
Stock Purchase Agreement, dated as of November 25, 2008 (the “Purchase Agreement”),
pursuant to which the Company sold to such Purchasers shares of its Series A
Preferred Stock (such shares of Series A Preferred Stock are collectively
referred to in this Agreement as the “Series A
Preferred”).




B.           The
Company and the Existing Purchasers also entered into that certain Investors’
Rights Agreement dated November 25, 2008, (the “Existing
Agreement”).




C.           The
Company and Acorn Energy are parties to that certain Common Stock Option
Purchase Agreement of even date herewith (the “Common Stock Option Purchase
Agreement”).




D.           In
order to induce Acorn Energy to enter into the Common Stock Option Purchase
Agreement and to induce Acorn Energy to invest funds in the Company pursuant to
the Common Stock Option Purchase Agreement, the Existing Purchasers and the
Company hereby agree to execute and deliver this Agreement, amending, restating
and replacing in its entirety the Existing Agreement with this
Agreement.




E.           All
terms not otherwise defined in this Agreement shall have the meanings set forth
in the Purchase Agreement.




Agreement




NOW
THEREFORE, in consideration of the mutual promises and covenants hereinafter set
forth, the parties agree as follows:




1.           Registration
Rights.  The Company covenants and agrees as
follows:




1.1           Definitions.  For
purposes of this Section 1:




(a)           “Qualified Offering”
means a firm commitment underwritten public offering pursuant to an effective
registration statement under the Act and covering
the offer and sale ofCommon Stock for the account of the
Companyto the public with aggregate gross proceeds to the
Company of not less than five million dollars ($5,000,000.00) (before deduction
for underwriter commissions and expenses) and at a price per share of at least
four dollars and seventy-seven cents ($4.77) (as adjusted for stock splits,
stock dividends and similar events).







(b)           “Register”, “registered,” and
“registration”
refer to a registration effected by preparing and filing a registration
statement or similar document in compliance with the Securities Act of 1933, as
amended (the “Act”), and the
declaration or ordering of effectiveness of such registration statement or
document;




(c)           “Registrable
Securities” means the Common Stock, (i) issuable or issued upon exercise
of the options granted pursuant to the Common Stock Option Purchase Agreement
and that certain Capital Stock Option Purchase Agreement of even date herewith
by and among the Company, Acorn Energy and certain other stockholders of the
Company (the “Capital Stock
Option Purchase Agreement”, and together with the Common Stock Option
Purchase Agreement, the “Option
Purchase Agreements”), (ii) issuable or issued upon conversion of the
Series A Preferred issued pursuant to the Purchase Agreement and (iii) prior to
the redemption of the Series A Preferred, 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, or as an antidilutive adjustment for,
such Series A Preferred, excluding in all cases, however, (i) any Registrable
Securities sold by a person in a transaction in which such person’s rights under
this Section 1 are not assigned, or (ii) any Registrable Securities resold to
the public pursuant to Rule 144 of the Act shall cease to be Registrable
Securities upon such resale.




(d)           The
number of shares of “Registrable Securities then
outstanding” shall be determined by the number of shares of Common Stock
outstanding which are, and the number of shares of Common Stock issuable
pursuant to then exercisable or convertible securities which are, Registrable
Securities.




(e)           “Purchaser” means any
person owning or having the right to acquire Registrable Securities or any
assignee thereof in accordance with Section 1.13 hereof; and




(f)           “Form S-3” means such
form under the Act as in effect on the date hereof or any registration form
under the Act subsequently adopted by the Securities and Exchange Commission
(the “SEC”)
which permits inclusion or incorporation of substantial information by reference
to other documents filed by the Company with the SEC.




(g)           “Board of Directors”
means the board of directors of the Company.




1.2           Request for
Registration.




(a)           If
the Company shall receive at any time after the earlier of (i) the third
anniversary of the date of this Agreement or (ii) six (6) months after the
effective date of the first registration statement for a public offering of
securities of the Company (other than a registration statement relating either
to the sale of securities to employees of the Company pursuant to a stock
option, stock purchase or similar plan or a SEC Rule 145 transaction) (the
“Initial
Registration”), a written request from the Purchasers holding at least
twenty-five (25%) of the total Registrable Securities (the “Initiating
Purchasers”) that the Company file a registration statement under the
Act, then the Company shall promptly give written notice of such request to all
Purchasers and shall, subject to the limitations of Section 1.2(b), use
commercially reasonable efforts to effect as soon as practicable the
registration under the Act of all Registrable Securities which the Purchasers
request, within twenty (20) days of the mailing of such written notice by the
Company, to be so registered.  The Company shall not be obligated to
take any action to effect any such registration, qualification or compliance
pursuant to this Section 1.2(a):


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(i)                 Upon
delivery by the Company, within 30 days after  receipt of a request
for registration of securities pursuant to this Section 1.2, of notice to the
Purchasers so requesting registration of the Company’s intention to file within
60 days of such notice a registration statement with respect to shares of its
Common Stock to which the rights set forth in Section 1.3 below are applicable;
or




(ii)                 After
the Company has effected two registrations pursuant to this Section 1.2(a), and
such registrations have been declared or ordered effective and not subsequently
suspended or withdrawn.




(b)           If
the Initiating Purchasers intend to distribute the Registrable Securities
covered by their request by means of an underwriting, they shall so advise the
Company as a part of their request made pursuant to this Section 1.2 and the
Company shall include such information in the written notice referred to in
Section 1.2(a).  In such event, the right of any Purchaser to include
such Purchaser’s Registrable Securities in such registration shall be
conditioned upon such Purchaser’s participation in such underwriting and the
inclusion of such Purchaser’s Registrable Securities in the
underwriting.  All Purchasers proposing to distribute their securities
through such underwriting shall (together with the Company as provided in
Section 1.4(e)) enter into an underwriting agreement in customary form with the
underwriter or underwriters selected for such underwriting by mutual agreement
of a majority in interest of the Initiating Purchasers and the
Company.  Notwithstanding any other provision of this Section 1.2, if
the underwriter advises the Initiating Purchasers in writing that marketing
factors require a limitation of the number of shares to be underwritten, then
the Initiating Purchasers shall so advise all Purchasers of Registrable
Securities which would otherwise be underwritten pursuant hereto, and the number
of shares of Registrable Securities that may be included in the underwriting
shall be allocated among all Purchasers thereof, including the Initiating
Purchasers, in proportion (as nearly as practicable) to the amount of
Registrable Securities of the Company owned by each Purchaser participating in
such underwriting; provided, however, that the
number of shares of Registrable Securities to be included in such underwriting
and registration shall be restricted so that in the event of any such reduction
in Registrable Securities to be included in an underwriting, all other
securities are first entirely excluded from the underwriting and registration,
including, without limitation, all shares that are not Registrable Securities
and are held by any other person, including, without limitation, any person who
is an employee, officer or director of the Company (or any subsidiary of the
Company).  If any Purchaser disapproves of the terms of any such
underwriting, such Purchaser may elect to withdraw therefrom by written
notice to the Company and the underwriter(s), delivered at least ten (10)
business days prior to the effective date of the registration
statement.  Any Registrable Securities excluded or withdrawn from such
underwriting shall be excluded and withdrawn from the
registration.  For any Purchaser that is a partnership, limited
liability company, corporation or similar entity, the Purchaser and the
partners, members, shareholders and stockholders of such Purchaser, or the
estates and family members of any such partners, members, shareholders and
stockholders and any trusts for the benefit of any of the foregoing persons, and
for any Purchaser that is a corporation, the Purchaser and all corporations that
are affiliates of such Purchaser, shall be deemed to be a single “Purchaser,”
and any pro rata reduction with respect to such “Purchaser” shall be based upon
the aggregate amount of shares carrying registration rights owned by all
entities and individuals included in such “Purchaser,” as defined in this
sentence.


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1.3           Company
Registration.  If the Company proposes to register any of its
stock or other securities under the Act in connection with the public offering
of such securities (other than a registration relating solely to the sale of
securities to participants in a Company stock plan, or a registration on any
form which does not include substantially the same information as would be
required to be included in a registration statement covering the sale of the
Registrable Securities), the Company shall, at such time, promptly give each
Purchaser written notice of such registration.  Upon the written
request of each Purchaser given within twenty (20) days after mailing of such
written notice by the Company, the Company shall, subject to the provisions of
Section 1.8, cause to be registered under the Act all of the Registrable
Securities that each such Purchaser has requested to be registered.




1.4           Obligations of the
Company.  Whenever required under this Section 1 to effect the
registration of any Registrable Securities, the Company shall, as expeditiously
as reasonably possible:




(a)           Prepare
and file with the SEC a registration statement with respect to such Registrable
Securities and use its commercially reasonable efforts to cause such
registration statement to become effective, and, upon the request of the holders
of a majority of the Registrable Securities registered thereunder, keep such
registration statement effective for the earlier of one hundred twenty (120)
days or until the distribution described in the Registration Statement has been
completed.




(b)           Prepare
and file with the SEC such amendments and supplements to such registration
statement and the prospectus used in connection with such registration statement
as may be necessary to comply with the provisions of the Act with respect to the
disposition of all securities covered by such registration
statement.




(c)           Furnish
to the Purchasers such numbers of copies of a prospectus, including a
preliminary prospectus, in conformity with the requirements of the Act, and such
other documents as they may reasonably request in order to facilitate the
disposition of Registrable Securities owned by them.




(d)           Use
its commercially reasonable efforts to register and qualify the securities
covered by such registration statement under such other securities or Blue Sky
laws of such jurisdictions as shall be reasonably requested by the Purchasers,
provided that the Company shall not be required in connection therewith or as a
condition thereto to qualify to do business or to file a general consent to
service of process in any such states or jurisdictions.


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(e)           In
the event of any underwritten public offering, enter into and perform its
obligations under an underwriting agreement, in usual and customary form, with
the managing underwriter of such offering.  Each Purchaser
participating in such underwriting shall also enter into and perform its
obligations under such an agreement.




(f)           Notify
each Purchaser covered by such registration statement at any time when a
prospectus relating thereto is required to be delivered under the Act of the
happening of any event as a result of which the prospectus included in such
registration statement, as then in effect, includes an untrue statement of a
material fact or omits to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in the light of the
circumstances then existing, and at the request of any such seller, prepare and
furnish to such seller a reasonable number of copies of a supplement to or an
amendment of such prospectus as may be necessary so that, as thereafter
delivered to the purchasers of such shares, such prospectus shall not include an
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading or
incomplete in the light of the circumstances then existing.




(g)           Furnish,
at the request of any Purchaser requesting registration of Registrable
Securities pursuant to this Section 1, on the date that such Registrable
Securities are delivered to the underwriters for sale in connection with a
registration pursuant to this Section 1, if such securities are being sold
through underwriters, or, if such securities are not being sold through
underwriters, on the date that the registration statement with respect to such
securities becomes effective, an opinion, dated such date, of the counsel
representing the Company for the purposes of such registration, in form and
substance as is customarily given to underwriters in an underwritten public
offering, addressed to the underwriters, if any, and to the Purchasers
requesting registration of Registrable Securities.




(h)           Cause
such Registrable Securities registered pursuant hereunder to be listed on each
securities exchange on which similar securities issued by the Company are then
listed.




1.5           Furnish
Information.  It shall be a condition precedent to the
obligations of the Company to take any action pursuant to this Section 1 with
respect to the Registrable Securities of any selling Purchaser that such
Purchaser shall furnish to the Company such information regarding itself, the
Registrable Securities held by it, and the intended method of disposition of
such securities as shall be reasonably required to effect the registration of
such Purchaser’s Registrable Securities.




1.6           Expenses of Demand
Registration.  All expenses other than underwriting discounts
and commissions incurred in connection with registrations, filings or
qualifications pursuant to Section 1.2, including (without limitation) all
registration, filing and qualification fees, printers’ and accounting fees, fees
and disbursements of counsel for the Company, and the reasonable fees and
disbursements of one counsel for the selling Purchasers shall be borne by the
Company (up to a maximum of twenty thousand dollars ($20,000.00)).




1.7           Expenses of Company
Registration. The Company shall bear and pay all expenses incurred in
connection with any registration, filing or qualification of Registrable
Securities with respect to the registrations pursuant to Section 1.3 for each
Purchaser (which right may be assigned as provided in Section 1.13), including
(without limitation) all registration, filing, and qualification fees, printers
and accounting fees relating or apportionable thereto and the reasonable fees
and disbursements (up to a maximum of ten thousand dollars ($10,000.00)) of one
counsel for the selling Purchasers (to be selected by them), but shall not be
required to bear or pay any underwriting discounts and commissions relating to
Registrable Securities.


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1.8           Underwriting
Requirements.  In connection with any offering under Section
1.3 involving an underwriting of shares being issued by the Company, the Company
shall not be required to include any of the Purchasers’ securities in such
underwriting unless they accept the terms of the underwriting as agreed upon
between the Company and the underwriters selected by it (or by other persons
entitled to select the underwriters), and then only in such quantity as will
not, in the opinion of the underwriters, jeopardize the success of the offering
by the Company, but in no event will the amount of Registrable Securities of the
selling Purchasers included in the offering be reduced below thirty percent
(30%) of the total amount of securities included in such offering (the
Registrable Securities so included to be apportioned pro rata among the selling
Purchasers according to the total amount of Registrable Securities entitled to
be included therein owned by each selling Purchaser or in such other proportions
as shall mutually be agreed to by such selling Purchasers) unless such offering
is the initial public offering of the Company’s securities, in which case all
Registrable Securities may be excluded.  For purposes of
apportionment, any selling Stockholder which is a Purchaser of Registrable
Securities and which is a partnership, limited liability company or corporation,
the partners, members or stockholders of such Purchaser, or the estates and
family members of any such partners, members or stockholders and any trusts for
the benefit of any of the foregoing persons shall be deemed to be a single
“selling Stockholder”, and any pro rata reduction with respect to such “selling
Stockholder” shall be based upon the aggregate amount of Registrable Securities
owned by all entities and individuals included in such “selling Stockholder”, as
defined in this sentence.




The
Company shall have the right to include shares now or hereafter owned by the
Company’s officers and employee directors that are not already, by virtue of
this Agreement, deemed Registrable Securities (the “Management Shares”)
in any registration pursuant to Section 1.3, provided, however, that all of
the Management Shares shall be excluded from such registration before any
Registrable Securities are excluded from such registration pursuant this Section
1.8.  If Management Shares are included in a registration pursuant to
Section 1.3, each holder of Management Shares will be deemed a “Purchaser” (as
that term is defined in Section 1 of this Agreement) for all purposes under this
Agreement other than Sections 1.12, 1.13 and 3.




1.9           Delay of
Registration.  No Purchaser shall have any right to obtain or
seek an injunction restraining or otherwise delaying any registration as the
result of any controversy that might arise with respect to the interpretation or
implementation of this Section 1.




1.10         Indemnification.  In
the event any Registrable Securities are included in a registration statement
under this Section 1:


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(a)           The
Company shall indemnify each holder of Registrable Securities, each of its
officers, directors and partners, and the grantors and beneficiaries of any
holder that is a trust, and such holder’s legal counsel and independent
accountants, and each person controlling such holder within the meaning of
Section 15 of the Act, with respect to which registration, qualification or
compliance has been effected pursuant to this Agreement, and each underwriter,
if any, and each person who controls any underwriter within the meaning of
Section 15 of the Act, against all expenses, claims, losses, damages and
liabilities (or actions in respect thereof), including any of the foregoing
incurred in settlement of any litigation, arising out of or based on any untrue
statement (or alleged untrue statement) of a material fact contained in any
registration statement, prospectus, offering circular or other document, or any
amendment or supplement thereto, incident to any such registration,
qualification or compliance, or arising out of or on any omission (or alleged
omission) to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, or any violation by the
Company of any rule or regulation promulgated under the Act or Securities
Exchange Act of 1934 (the “1934 Act”) or state
securities laws applicable to the Company and relating to action or inaction
required of the Company in connection with any such registration, qualification
or compliance, and will reimburse such holder, each of its officers, directors
and partners, and the grantors and beneficiaries of any holder that is a trust,
and such holder’s legal counsel and independent accountants, and each person
controlling such holder, each such underwriter and each person who controls any
such underwriter, for any legal and any other expenses reasonably incurred in
connection with investigating, preparing or defending any such claim, loss,
damage, liability or action, provided that the Company will not be liable in any
such case to the extent that any such claim, loss, damage, liability or expense
arises out of or is based on any untrue statement or omission or alleged untrue
statement or omission, made in reliance upon and in conformity with written
information furnished to the Company by an instrument duly executed by such
holder or underwriter and stated to be specifically for use therein or clearly
intended to be so used.




(b)           Each
Purchaser shall, if Registrable Securities held by such Purchaser are included
in the securities as to which such registration, qualification or compliance is
being effected, severally and not jointly, indemnify the Company, each of its
directors and officers and its legal counsel and independent accountants, each
underwriter, if any, of the Company’s securities covered by such a registration
statement, each person who controls the Company or such underwriter within the
meaning of Section 15 of the Act, and each other such Purchaser, each of its
officers and directors and each person controlling such Purchaser within the
meaning of Section 15 of the Act, against all claims, losses, damages and
liabilities (or actions in respect thereof) arising out of or based on any
untrue statement (or alleged untrue statement) of a material fact contained in
any such registration statement, prospectus, offering circular or other document
incident to any such registration, qualification or compliance, or any omission
(or alleged omission) to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, and will
reimburse the Company, such Purchasers, such directors, officers, legal counsel,
independent accountants, underwriters or control persons for any legal or any
other expenses reasonably incurred in connection with investigating or defending
any such claim, loss, damage, liability or action, in each case to the extent,
but only to the extent, that such untrue statement (or alleged untrue statement)
or omission (or alleged omission) is made in such registration statement,
prospectus, offering circular or other document in reliance upon and in
conformity with written information furnished to the Company by an instrument
duly executed by such Purchaser and stated to be specifically for use therein or
clearly intended to be so used; provided, however, that the
obligations of such Purchaser hereunder shall be limited to an amount equal to
the net proceeds after expenses and commissions to such holder of Registrable
Securities sold as contemplated herein.


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(c)           Promptly
after receipt by an indemnified party under this Section 1.10 of notice of the
commencement of any action (including any governmental action), such indemnified
party will, if a claim in respect thereof is to be made against any indemnifying
party under this Section 1.10, deliver to the indemnifying party a written
notice of the commencement thereof and the indemnifying party shall have the
right to participate in, and, to the extent the indemnifying party so desires,
jointly with any other indemnifying party similarly noticed, to assume the
defense thereof with counsel mutually satisfactory to the parties; provided, however, that an
indemnified party shall have the right to retain its own counsel, with the fees
and expenses to be paid by the indemnifying party, if representation of such
indemnified party by the counsel retained by the indemnifying party would be
inappropriate due to actual or potential differing interests between such
indemnified party and any other party represented by such counsel in such
proceeding. The failure to deliver written notice to the indemnifying party
within a reasonable time of the commencement of any such action, if prejudicial
to the ability of the indemnifying party to defend such action, shall relieve
such indemnifying party of any liability to the indemnified party under this
Section 1.10, but the omission so to deliver written notice to the indemnifying
party will not relieve it of any liability that it may have to any indemnified
party otherwise than under this Section 1.10.




(d)           If
the indemnification provided for in this Section 1.10 is held by a court of
competent jurisdiction to be unavailable to an indemnified party with respect to
any loss, liability, claim, damage or expense referred to therein, then the
indemnifying party, in lieu of indemnifying such indemnified party
hereunder, shall contribute to the amount paid or payable by such indemnified
party as a result of such loss, liability, claim, damage or expense in such
proportion as is appropriate to reflect the relative fault of
the indemnifying party on the one hand and of the indemnified party on the
other in connection with the statements or omissions that resulted in such loss,
liability, claim, damage or expense as well as any other relevant equitable
considerations; provided, that, in no event shall any contribution by a
Purchaser under this Section 1.10(d) exceed the net proceeds from the offering
received by such Purchaser.  The relative fault of the Indemnifying
Party and of the Indemnified Party shall be determined by a court of law by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission to state a material fact relates to
information supplied by the Indemnifying Party or by the Indemnified Party and
the parties’ relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission; provided, that in no event
shall any contribution by the Purchaser hereunder exceed the net proceeds (after
expenses and commissions) from the offering received by such
Purchaser.




(e)           The
obligations of the Company and Purchasers under this Section 1.10 shall survive
the completion of any offering of Registrable Securities in a registration
statement under this Section 1, and shall survive any termination of this
Agreement.




1.11           Reports Under Securities
Exchange Act of 1934.  With a view to making available to the
Purchasers the benefits of Rule 144 promulgated under the Act and any other rule
or regulation of the SEC that may at any time permit a Purchaser to sell
securities of the Company to the public without registration or pursuant to a
registration on Form S-3, the Company agrees to use its commercially reasonable
efforts to:


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(a)           make
and keep public information available, as those terms are understood and defined
in SEC Rule 144, at all times after the effective date of the first registration
statement filed by the Company for the offering of its securities to the general
public;




(b)           take
such action, including the voluntary registration of its Common Stock under
Section 12 of the 1934 Act, as is necessary to enable the Purchasers to utilize
Form S-3 for the sale of their Registrable Securities;




(c)           file
with the SEC in a timely manner all reports and other documents required of the
Company under the Act and the 1934 Act and make and keep public information
available, as those terms are understood and defined in Rule 144 under the Act;
and




(d)           furnish
to any Purchaser, so long as the Purchaser owns any Registrable Securities,
forthwith upon request (i) a written statement by the Company that it has
complied with the reporting requirements of SEC Rule 144 (at any time after
ninety (90) days after the effective date of the first registration statement
filed by the Company), the Act and the 1934 Act (at any time after it has become
subject to such reporting requirements), or that it qualifies as a registrant
whose securities may be resold pursuant to Form S-3 (at any time after it so
qualifies), (ii) a copy of the most recent annual or quarterly report of the
Company and such other reports and documents so filed by the Company, and
(iii) such other information as may be reasonably requested in availing any
Purchaser of any rule or regulation of the SEC which permits the selling of any
such securities without registration or pursuant to such form.




1.12           Form S-3
Registration.  In case the Company shall receive from any
Purchaser or Purchasers a written request or requests that the Company effect a
registration on Form S-3 and any related qualification or compliance with
respect to all or a part of the Registrable Securities owned by such Purchaser
or Purchasers (a “Form
S-3 Registration”), the Company will:




(a)           promptly
give written notice of the proposed registration, and any related qualification
or compliance, to all other Purchasers; and




(b)           as
soon as practicable, effect such registration and all such qualifications and
compliances as may be so requested and as would permit or facilitate the sale
and distribution of all or such portion of such Purchaser’s or Purchasers’
Registrable Securities as are specified in such request, together with all or
such portion of the Registrable Securities of any other Purchaser or Purchasers
joining in such request as are specified in a written request given within
twenty (20) days after receipt of such written notice from the Company; provided, however, that the
Company shall not be obligated to effect any such registration, qualification or
compliance, pursuant to this Section 1.12: (i) if Form S-3 is not available for
such offering by the Purchasers; or (ii) if the Purchasers, together with the
holders of any other securities of the Company entitled to inclusion in such
registration, propose to sell Registrable Securities and such other securities
(if any) at an aggregate price to the public (before deduction of any
underwriters’ discounts or commissions) of less than one million dollars
($1,000,000.00).


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(c)           If
the Purchasers who request registration under this Section 1.13 intend to
distribute the Registrable Securities covered by their request by means of an
underwriting, they shall so advise the Company as a part of their request made
pursuant to this Section 1.12 and the Company shall include such information in
the written notice referred to in Section 1.12(a).  In such event, the
right of any Purchaser to include such Purchaser’s Registrable Securities in
such registration shall be conditioned upon such Purchaser’s participation in
such underwriting and the inclusion of such Purchaser’s Registrable Securities
in the underwriting.  All Purchasers proposing to distribute their
securities through such underwriting shall (together with the Company as
provided in Section 1.4(e)) enter into an underwriting agreement in customary
form with the underwriter or underwriters selected for such underwriting by
mutual agreement of a majority in interest of such Purchasers and the
Company.  Notwithstanding any other provision of this Section 1.12, if
the underwriter advises such Purchasers in writing that marketing factors
require a limitation of the number of shares to be underwritten, then such
Purchasers shall so advise all Purchasers of Registrable Securities which would
otherwise be underwritten pursuant hereto, and the number of shares of
Registrable Securities that may be included in the underwriting shall be
allocated among all Purchasers thereof in proportion (as nearly as practicable)
to the amount of Registrable Securities of the Company owned by each Purchaser
participating in such underwriting; provided, however, that the
number of shares of Registrable Securities to be included in such underwriting
and registration shall be restricted so that in the event of any such reduction
in Registrable Securities to be included in an underwriting, all other
securities are first entirely excluded from the underwriting and registration,
including, without limitation, all shares that are not Registrable Securities
and are held by any other person, including, without limitation, any person who
is an employee, officer or director of the Company (or any subsidiary of the
Company).  If any Purchaser disapproves of the terms of any such
underwriting, such Purchaser may elect to withdraw therefrom by written notice
to the Company and the underwriter(s), delivered at least ten (10) business days
prior to the effective date of the registration statement.  Any
Registrable Securities excluded or withdrawn from such underwriting shall be
excluded and withdrawn from the registration.  For any Purchaser that
is a partnership, limited liability company, corporation or similar entity, the
Purchaser and the partners, members, shareholders and stockholders of such
Purchaser, or the estates and family members of any such partners,
members, shareholders and stockholders and any trusts for the benefit of
any of the foregoing persons, and for any Purchaser that is a corporation, the
Purchaser and all corporations that are affiliates of such Purchaser, shall be
deemed to be a single “Purchaser,” and any pro rata reduction with respect to
such “Purchaser” shall be based upon the aggregate amount of shares carrying
registration rights owned by all entities and individuals included in such
“Purchaser,” as defined in this sentence.




(d)           Subject
to the foregoing, the Company shall file a registration statement covering the
Registrable Securities and other securities so requested to be registered as
soon as practicable after receipt of the request or requests of the
Purchasers.  All expenses incurred in connection with a registration
requested pursuant to Section 1.12, including (without limitation) all
registration, filing, qualification, printer’s and accounting fees and the
reasonable fees and disbursements of one counsel for the selling Purchaser or
Purchasers (up to a maximum of ten thousand dollars ($10,000.00)) and counsel
for the Company, but excluding any underwriters’ discounts or commissions
associated with Registrable Securities, shall be borne by the
Company.  Registrations effected pursuant to this Section 1.12 shall
not be counted as registrations effected pursuant to Sections 1.2 or 1.3,
respectively.


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1.13           Assignment of Registration
Rights.  The rights to cause the Company to register
Registrable Securities pursuant to this Section 1 may be assigned by a Purchaser
to a transferee or assignee who acquires any or all of such Purchaser’s shares,
provided the Company is, within a reasonable time after such transfer, furnished
with written notice of the name and address of such transferee or assignee and
the securities with respect to which such registration rights are being
assigned; and provided, further, that such assignment shall be effective only if
immediately following such transfer the further disposition of such securities
by the transferee or assignee is restricted under the Act.




1.14           “Market
Stand-Off”Agreement.  Each Purchaser hereby agrees that, during a period
not to exceed 180 days following the effective date of a Qualified Offering of
the Company, if requested by a managing underwriter of such Qualified Offering,
it shall not sell or otherwise transfer or dispose of (other than to a donee who
agrees to be similarly bound) any Common Stock of the Company held by it at any
time during such period (except for the sale of Common Stock pursuant to such
registration). The obligations of each Purchaser under this Section 1.14 are
subject to the following conditions:  (i) the standoff agreement
applies only to an underwritten offering pursuant the Initial registration, but
not to Registrable Securities actually sold pursuant to such Initial
Registration; (ii) all directors, officers, and holders of one percent (1.0%) of
the Company’s outstanding capital stock, on an as-converted basis, are bound by
substantially identical restrictions, and if any securities of the Company are
to be excluded or released in whole or part from such restrictions, the
underwriter shall so notify each Purchaser and each Purchaser shall be excluded
or released, in proportionate amounts to the extent of the exclusion or release,
prior to any other holder of Company’s securities; (iii) the underwriters’
lockup or standoff agreement by its terms permits transfers of Registrable
Securities by any Purchaser to any affiliate of such Purchaser during the
restricted period, provided that such affiliate executes a lock-up or standoff
agreement substantively identical to that signed by the transferring Purchaser;
and (iv) as to such 180 period, if during the last 17 days of such restricted
period the Company issues an earnings release or material news or a material
event relating to the Company occurs, or prior to the expiration of the
restricted period the Company announces that it will release earnings results
during the 16-day period beginning on the last day of the restricted period,
then, upon the request of the managing underwriter, to the extent required by
any FINRA rules, the restrictions imposed by this Section 1.14 shall continue to
apply until the end of the third trading day following the expiration of the
15-day period beginning on the issuance of the earnings release or the
occurrence of the material news or material event (provided that in no event
shall the restricted period extend beyond 216 days after the effective date of
the registration statement). In order to enforce the foregoing covenant, the
Company may impose stop-transfer instructions with respect to the Registrable
Securities of each Purchaser (and the shares or securities of every other person
subject to the foregoing restriction) until the end of such
period.  The obligations set forth in this Section 1.14 shall not
apply to any Purchaser to the extent that such Purchaser owns less than 1% of
the Company’s outstanding capital stock, on an as-converted basis.




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


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2.           Information
Rights.




2.1           Inspection.  The
Company shall permit each Purchaser, at such Purchaser’s expense, 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 during normal business hours as may be requested by
such Purchaser.




2.2           Delivery of Financial
Statements.  The Company shall deliver to each
Purchaser:




(a)           as
soon as practicable, but in any event within one hundred twenty (120) days after
the end of each fiscal year of the Company, unless otherwise waived by the vote
of at least three-fourths of the members of the Board of Directors then in
office, an unaudited balance sheet and unaudited statements of income and cash
flows of the Company for such year, all in reasonable detail and setting forth
in each case in comparative form the figures for the corresponding period of the
previous fiscal year in a manner consistent with GAAP; provided that footnotes
and schedule disclosure appearing in audited financial statements shall not be
required; and




(b)           as
soon as practicable, but in any event within forty-five (45) days after the end
of each fiscal quarter of the Company, an unaudited balance sheet and an
unaudited statement of cash flows of the Company as of the end of each such
quarterly period, and an unaudited statements of income of the Company for such
period and for the current fiscal year to date, setting forth in each case in
comparative form the figures for the corresponding period of the previous fiscal
year, and with a report from the Company’s Chief Executive Officer on the status
of key business activities;




(c)           an
updated summary table setting forth the capitalization of the Company within
thirty (30) days of any modification of such capitalization
information;




(d)           at
least twenty (20) but no more than sixty (60) days prior to the redemption of
any of such Purchaser’s shares of Series A Preferred in accordance with Article
IV, Section 5 of the Amended and Restated Certificate of Incorporation, the most
recent audited financial statements of the Company then available, which shall
have been completed no earlier than one (1) year prior to the date on which the
Company provides notice to the Purchasers of such redemption; and




(e)           within
sixty (60) days after the end of each fiscal year, a business plan for the next
year.




2.3           Termination of Information
Rights.  The covenants set forth in Section 2.1 and 2.2 shall
terminate as to Purchasers and be of no further force and effect upon (a) the
closing of a Qualified Offering and (b) as to any Purchaser, on such date as
such Purchaser no longer holds shares of Series A Preferred.


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2.4           Directors and Officers
Insurance.  Following the Initial Closing (as defined under the
Purchase Agreement), the Company shall use its commercially reasonable efforts
to obtain and maintain directors’ and officers’ insurance in the amount of at
least $2,000,000; provided, however, that the
amount may be reduced to $1,000,000 upon a 3/4 vote of the Board of
Directors.




2.5           Confidentiality.Each
Purchaser agrees that such Purchaser 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
2.5 by such Purchaser), (ii) is or has been independently developed or
conceived by such Purchaser without use of the Company’s confidential
information or (iii) is or has been made known or disclosed to such Purchaser by
a third party without a breach of any obligation of confidentiality such third
party may have to the Company; provided, however, that a
Purchaser 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 Purchaser as long as such prospective investor agrees to be bound by
the provisions of this Section 2.5,
(c) to any affiliate, director, partner, member, stockholder or
wholly-owned subsidiary of such Purchaser in the ordinary course of business, as
long as such affiliate, director, partner, member stockholder or wholly owned
subsidiary of such Purchaser agrees to be bound by the provisions of this Section 2.5, or (d)
as may otherwise be required by law, provided that such Purchaser takes
reasonable steps to minimize the extent of any such required
disclosure.  The Company, Acorn Energy, and the Existing Purchasers
hereby acknowledge that Acorn Energy invests in numerous companies, some of
which may be competitive with the Company’s business.  The Company,
Acorn Energy and the Existing Purchasers agree that Acorn Energy shall not be
liable for any claim arising out of, or based upon, (i) the investment by Acorn
Energy in any entity competitive to the Company, (ii) actions taken by any
officer, director or other representative of Acorn Energy 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
Acorn Energy’s misuse of confidential information in material breach of this
Section
2.5.




3.           Purchasers’Right of First Offer Upon
Issuances of Securities by the Company.




3.1           Grant of
Right.  The Company hereby grants, on the terms set forth in
this Section 3, to each Purchaser, the right of first offer to purchase all or
any part of such Purchaser’s pro rata share of the New Securities (as defined in
Section 3.2) which the Company may, from time to time, propose to sell and
issue.  The Purchasers may purchase the New Securities on the same
terms and at the same price at which the Company proposes to sell the New
Securities.  The pro rata share of each Purchaser, for purposes of
this right of first offer, is the ratio of the total number of shares of Series
A Preferred then held by such Purchaser to the total number of shares of Series
A Preferred outstanding immediately prior to the issuance of the New
Securities.




3.2           “New Securities” shall
mean any capital stock of the Company, whether now authorized or not, and any
rights, options or warrants to purchase said capital stock, and securities of
any type whatsoever that are, or may become, convertible into said capital
stock; provided that “New Securities” does
not include (i) the Registrable Securities or shares issuable upon conversion
thereof, (ii) securities offered pursuant to a registration statement filed
under the Act in connection with a Qualified Offering, (iii) securities issued
pursuant to the acquisition of another corporation by the Company by merger,
purchase of substantially all of the assets of such corporation or other
reorganization (other than acquisition of a wholly-owned subsidiary of the
Company) which transaction has been approved by the Board of Directors by a vote
of at least three-fourths of the members thereof then in office, (iv) all shares
of Common Stock issued to employees, officers, directors, scientific advisors
and consultants of the Company primarily for compensatory purposes pursuant to
any plan or arrangement approved by the Board of Directors pursuant to any
compensatory plan approved by the Board of Directors by a vote of at least
three-fourths of the members thereof then in office, (v) all securities
issued to in connection with research and development partnerships,
licensing arrangements, equipment financings, corporate partnering,
collaborative arrangements or similar transactions or to lending or leasing
institutions pursuant to a debt financing, equipment leasing or real property
leasing transaction approved by the Board of Directors by a vote of at least
three-fourths of the members thereof then in office, (vi) securities issued in
connection with the Subsequent Closing pursuant to the Purchase Agreement, (vii)
securities issued as a result of the anti-dilution provisions in the Amended and
Restated Certificate of Incorporation of the Company, (viii) the 50,917 shares
of the Company’s Common Stock issued to Acorn Energy on or about November 30,
2009, and/or (ix) securities issued in connection with the Option Purchase
Agreements.


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3.3           Notice.  In
the event the Company proposes to undertake an issuance of New Securities, it
shall give to the Purchasers written notice (the “Notice”) of its
intention, describing the type of New Securities, the price, the terms upon
which the Company proposes to issue the same, and a statement as to the number
of days from receipt of such Notice within which the Purchasers must respond to
such Notice.  The Purchasers shall have twenty (20) days from the date
of receipt of the Notice to notify the Company of their intent to purchase any
or all of the New Securities for the price and upon the terms specified in the
Notice.  The Purchasers shall give written notice to the Company,
state therein the quantity of New Securities to be purchased and forward payment
for such New Securities to the Company, if immediate payment is required by such
terms.  In any event, payment for such New Securities shall be made no
later than thirty (30) days after the date of receipt of the
Notice.




3.4           Oversubscription.  If
any Purchaser fails to exercise its right of first offer to purchase all or any
part of such Purchaser’s pro rata share of the New Securities in accordance with
subsection 3.3 above, the Company shall promptly give notice (the “Second Participation
Notice”) to other Purchasers who exercised such rights in accordance with
subsection 3.3 above.  Such other Purchasers shall have five (5) days
from the date of the Second Participation Notice (the “Second Participation
Period”) to notify the Company of its desire to purchase more than its
pro rata share of the New Securities, stating the number of the additional New
Securities it proposes to buy. Such notice may be made by telephone if confirmed
in writing within in two (2) days.  If as a result thereof, such
oversubscription exceeds the total number of the remaining New Securities
available for purchase, the oversubscribing Purchasers will be cut back by the
Company with respect to their oversubscriptions to that number of remaining New
Securities equal to the product obtained by multiplying (i) the number of the
remaining New Securities available for subscription by (ii) a fraction the
numerator of which is the number of Registrable Securities held by each
oversubscribing Purchasers notified and the denominator of which is the total
number of Registrable Securities held by all the oversubscribing
Purchasers.  Each oversubscribing Purchaser shall be obligated to buy
such number of additional New Securities as determined by the Company pursuant
to this subsection 3.4 and the Company shall so notify the oversubscribing
Purchasers within fifteen (15) days of the date of the Second Participation
Notice.


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3.5           Sale of Shares;
Reinstatement of Right.  Upon the expiration of the Second
Participation Period, or in the event no Purchasers exercise the
oversubscription right under subsection 3.4 above, the Company shall have sixty
(60) days following the delivery of the Notice to sell, or enter into an
agreement (pursuant to which the sale of New Securities covered thereby shall be
closed, if at all, within fifteen (15) days from date of said agreement) to
sell, the New Securities respecting which the Purchasers’ rights were not
exercised, at a price and upon general terms no more favorable to the purchasers
thereof than specified in the Notice.  In the event the Company has
not agreed to sell the New Securities within said sixty (60) day period (or
sold and issued New Securities in accordance with the foregoing within fifteen
(15) days from the date of said agreement), the Company shall not thereafter
issue or sell any New Securities without first offering such securities to the
Purchasers in the manner provided above.




3.6           Termination of
Rights.  The right of first offer granted under this Section
3.1 shall expire upon (a) the closing of (and shall not apply to ) a Qualified
Offering, (b) as to any Existing Purchaser, on such date as such Purchaser no
longer holds shares of Series A Preferred, and (c) as to Acorn Energy, on such
date as Acorn Energy holds less than 50,000 shares of Common Stock of the
Company.




4.      Board
Matters




4.1           Board of Directors’
Approval.  In addition to any other rights provided by law, the
Company shall not, without first obtaining the affirmative vote of the Board of
Directors, including approval by at least three-fourths of the members thereof
then in office:




(a)           incur
any indebtedness or issue any bonds, notes or other obligations above fifty
thousand dollars ($50,000.00) in the aggregate in any one (1) year period; provided, however, that no
obligations which are considered securities or are convertible to securities may
be incurred without a 3/4 vote of the Board;




(b)           directly
or indirectly pay or declare any dividend or make any distribution upon shares
of capital stock;




(c)           purchase
any capital stock or other interest in, or any material portion of the assets
of, any other entity;




(d)           approve
any operating or capital budget, or make any capital expenditure not in the
capital budget approved by the Board above ten thousand dollars ($10,000.00) in
the aggregate in any one (1) year period;




(e)           directly
or indirectly redeem or repurchase any shares of capital stock except as
otherwise provided in the Amended and Restated Certificate of
Incorporation;


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-




(f)           issue
options to directors or officers of the Company; or adopt or alter any equity or
other incentive or bonus plan for any directors or officers of the
Company;




(g)           terminate,
hire or otherwise change the duties or salaries (including bonuses) or benefits
of the key officers of the Company;




(h)           Issue
any shares of stock or options to purchase stock in the Company;




(i)           Amend
the Certificate of Incorporation;




(j)           Amend
the By Laws; or




(k)           Sell
any substantial portion of the assets of the Company other than in the ordinary
course of business.




4.2           Other Board
Matters.




(a)           The
Company’s operating budget for each fiscal year must be approved by the Board of
Directors at least thirty (30) days prior to commencement of the fiscal
year.




(b)           The
Board of Directors shall convene, either physically or by telephone conference,
at least once per calendar quarter, unless otherwise agreed by a vote of 3/4 of
the of Directors.




4.3           Termination of
Covenants.  The covenants set forth in Sections 4.1 and 4.2
shall terminate and be of no further force and effect on such date as the
Purchasers no longer hold shares of Series A Preferred.




5.           Miscellaneous




5.1           Notices.  Unless
otherwise provided, any notice required or permitted under this Agreement shall
be given in writing and shall be deemed effectively given upon personal delivery
to the party to be notified, two business days after deposit with a recognized
international messenger service such as FedEx, UPS or DHL or three days after
deposit with the United States Post Office, by registered or certified mail,
postage prepaid and addressed to the party to be notified at the following
address:  (a) if to the Company, at the address set forth on the
signature page of this Agreement (or at such other address as the Company shall
have furnished to the Purchasers in writing), attention of Chief Executive
Officer and (b) if to a Purchaser, at the latest address of such person shown on
the Company’s records.




5.2           Descriptive
Headings.  The descriptive headings herein have been inserted
for convenience only and shall not be deemed to limit or otherwise affect the
construction of any provisions hereof.




5.3           Governing
Law.  This Agreement shall be governed by and interpreted under
the laws of the State of California.


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5.4           Expenses.  If
any action at law or in equity is necessary to enforce or interpret the terms of
this Agreement, the prevailing party shall be entitled to reasonable attorney’s
fees, costs and necessary disbursements in addition to any other relief to which
such party may be entitled.




5.5           Successors and
Assigns.  Except as otherwise expressly provided in this
Agreement, this Agreement shall benefit and bind the successors, assigns, heirs,
executors and administrators of the parties to this Agreement.




5.6           Entire
Agreement.  This Agreement, together with the Purchase
Agreement, the Common Stock Option Purchase Agreement, the Capital Stock Option
Purchase Agreement (as to the Company, solely in its capacity as “notice agent”
thereunder), and that certain Stockholders’ Agreement of even date herewith by
and among the Company and the Purchasers (the “Stockholders’Agreement”), constitutes the
full and entire understanding and agreement between the parties with regard to
the subject matter of this Agreement; provided, however, that nothing
in this Agreement or related agreements shall be deemed to terminate or
supersede the provisions of any confidentiality and nondisclosure agreements
executed by the parties hereto prior to the date of this Agreement, all of which
agreements shall continue in full force and effect until terminated in
accordance with their respective terms.




5.7           Separability;
Severability.  Unless expressly provided in this Agreement, the
rights of each Purchaser under this Agreement are several rights, not rights
jointly held with any other Purchasers.  Any invalidity, illegality or
limitation on the enforceability of this Agreement with respect to any Purchaser
shall not affect the validity, legality or enforceability of this Agreement with
respect to the other Purchasers.  If any provision of this Agreement
is judicially determined to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not be affected or
impaired.




5.8           Aggregation of
Stock.  All shares of the Series A Preferred or Registrable
Securities held, acquired by or transferred to affiliated entities or persons
shall be aggregated together for the purpose of determining the availability of
any rights under this Agreement.




5.9           Delays or Omissions.
No delay or omission to exercise any right, power or remedy accruing to any
party upon any breach or default of any other party hereto under this Agreement,
shall impair any such right, power or remedy of the aggrieved party nor shall it
be construed to be a waiver of any such breach or default, or an acquiescence
therein, or of any similar breach of default thereafter occurring; nor shall any
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 of 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 the parties shall be
cumulative and not alternative.




5.10           Interpretation. This
Agreement shall be construed according to its fair language.  The rule
of construction to the effect that ambiguities are to be resolved against the
drafting party shall not be employed in interpreting this
Agreement.


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5.11                      Waiverof Reliance amongPurchasers.  Each
Purchaser stipulates that it is not relying upon any person or entity other than
the Company and its officers and directors in entering into this Agreement or
investing in the Company, and specifically and without limitation is not relying
on any other Purchaser or any other Purchaser’s controlling persons, members,
stockholders, officers, directors, employees, agents, or professional advisers,
or on any advice, representations, or work product of any of
them.  Each Purchaser hereby waives any claim against, and covenants
not to sue, any other Purchaser or the respective controlling persons, members,
stockholders, officers, directors, employees, agents, or professional advisers
of any Purchaser on account of any action heretofore or hereafter taken or
omitted to be taken in connection with this Agreement or any transaction
contemplated hereby.




5.12           Termination. Sections
2, 3 and 4 of this Agreement shall terminate upon the closing of a Qualified
Offering.




5.13           Counterparts.  This
Agreement may be executed in any number of counterparts (including by facsimile
counterparts), each of which shall be an original, but all of which together
shall constitute one instrument.




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-







IN
WITNESS WHEREOF, the undersigned have executed this Amended and Restated
Investors Rights Agreement effective as of the date first above
written.







US
      SENSOR SYSTEMS INC.By:
                      /s/ James K. AndersenJames
      K. Andersen,President
      and Chief Executive
Officer









IN
WITNESS WHEREOF, the undersigned have executed this Amended and Restated
Investors Rights Agreement effective as of the date first above
written.







/s/ Philip W. ColburnPhilip
      W. Colburn,Trustee
      of the Philip W. Colburn Trust dtd 7/25/97/s/ Michael SchwartzMichael
      Schwartz,Trustee
      of the Sarah Kalter Trust of 2004/s/ Jeffery PaulJeffery
      Paul,Trustee
      of the The Paul Family Trust dtd 12/15/97ACORN
      ENERGY, INC.By:
                                                    /s/ John A. MooreJohn
      A. Moore,President
      and Chief Executive
Officer