Exhibit 10.50
  October
29, 2009
  Mr.
Lindon Shiao
 President
and CEO
 Gridsense
Pty Ltd
 2568
Industrial Blvd., Suite 100
 West
Sacramento, CA 95691
  Dear
Lindon:
  This
Letter of Intent sets forth certain binding understandings and agreements
between Acorn Energy, Inc., a Delaware corporation (“Buyer”), and, Gridsense Pty
Ltd, a registered company under the Australian Corporations Act of 2001 and
taken to be registered in Victoria, Australia, (together with its subsidiaries
and the principal shareholders of Gridsense Pty Ltd (“GPL”) who have executed
this Letter of Intent (collectively, “Seller”), regarding the acquisition by
Buyer of all of the issued and outstanding shares of GPL not otherwise owned by
Buyer including any shares resulting from conversion of SCRN debt issued by GPL
as described below (the “Shares”) and GPL’s existing debt owed to note holders
other than Buyer (known as “SCRN”) in the aggregate principal amount of US
$1,128,339 together with accrued and unpaid interest (the “GPL Debt”) as further
described in this Letter of Intent (the “Transaction”). Buyer and its counsel
shall be responsible for preparing an initial draft of the definitive
acquisition agreement (the “Definitive Agreement”), which shall contain
customary representations, warranties, covenants, conditions and indemnities,
and such other related documents as may be necessary or
appropriate.
  Binding Letter of
Intent.  The parties have entered into this Letter of Intent
desiring to set forth their understandings and agreements relating to the
transaction described below, and realizing that time is of the essence the
parties intend for this Letter of Intent to be binding and for the parties to be
bound by the understandings and agreements set forth
below.  Therefore, for and in consideration of the premises and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows.
 
 1.
              Basic Transaction
      Structure. The shareholders of GPL other than Buyer (the “GPL
      Shareholders”) will sell all of their Shares constituting all of the
      issued and outstanding shares of GPL other than those shares owned by
      Buyer and all of their GPL Debt, to Buyer in accordance with the terms of
      this Letter of Intent. Seller may effect the acquisition of the Shares by
      means of a merger, direct acquisition or other transaction structure as
      determined by Buyer in its sole discretion. Buyer shall use its good faith
      efforts to structure the acquisition of the Shares and GPL Debt such that
      it will constitute a tax-free reorganization if possible and practicable
      for Buyer to do so.
  4 W.
Rockland Road, P.O. Box 9, Montchanin, DE 19710   www.acornenergy.com  Tel:
(302) 656-1707   Fax: (302) 656-1703
  
  2.
              Consideration.  The
      consideration to be provided by Buyer to the GPL Shareholders for the
      Shares will be comprised of (a) an amount equal to US $4,383,720
      multiplied by a fraction, the numerator of which is the number of Shares
      and the denominator of which is the total number of issued and outstanding
      shares of GPL at Closing (the “Ownership Fraction”), payable at Closing as
      set forth below, and (b) an earnout amount equal to the gross sales of GPL
      for the 2010 calendar year which are in excess of US $4,383,720 (the
      “Incremental Sales Increase”) multiplied by 50% and further multiplied by
      the Ownership Fraction, but such amount would be capped at an amount equal
      to US $2,435,400 multiplied by the Ownership Fraction, and payable as soon
      as the Incremental Sales Increase can be reasonably determined by Buyer’s
      auditor as set forth below but in no event prior to the date of Buyer’s
      auditor’s report related to the consolidated financial statements of Buyer
      for the year ending December 31, 2010 that are included in Buyer’s Form
      10-K and filed with the U.S. Securities and Exchange Commission for such
      year. For illustrative purposes only, the calculation of the earnout is
      illustrated as follows (all figures
US):
 
 A.
              2010
      GPL gross sales - $9,000,000
 
 ·
              $9,000,000
 -4,383,720
 $4,616,280
 
 ·
              $4,616,280
      x 50% x 35,202,812/50,917,097
      = $1,595,790
 
 ·
              Maximum
      amount of earnout is:
 
 $2,435,400
x 35,202,812/50,917,097 =
$1,683,836
 
 ·
              Earnout
      is $1,595,790
 
 B.
              2010
      GPL gross sales - $10,000,000
 
 ·
              $10,000,000
 -4,383,720
 $ 5,616,280
 
 ·
              $5,616,280
      x 50% x 35,202,812/50,917,097
      = $1,941,548
 
 ·
              Maximum
      amount of earnout is:
 
 $2,435,400
x 35,202,812/50,917,097 =
$1,683,836
 
 ·
              Earnout
      is $1,683,836
  2
 
 The
consideration to be furnished by Buyer to the GPL Shareholders for the GPL Debt
will be US $1,128,339 plus the accrued and unpaid interest as of the date of
Closing. One-half of such consideration for the GPL Debt will be payable in
shares of common stock of Buyer as described below, and one-half of such
consideration will be paid in cash at Closing.
 
 Sales,
the dollar amount of the consideration and other figures will be based upon US
currency using the currency conversion rates effective October 16, 2009 as shown
on Exhibit A
attached hereto unless otherwise stated in this Letter of Intent and US GAAP,
and any adjustments and conversions will be made in accordance with US GAAP. The
consideration to be furnished at Closing for the Shares and one-half of the GPL
Debt will be in shares of common stock of Buyer as traded on the NASDAQ Global
market, symbol ACFN (the “Buyer Shares”), and the number of Buyer Shares to be
furnished at Closing by Buyer to the GPL Shareholders will be determined and
based on a per share price of $5.91 being the volume weighted average price of
Buyer’s common stock on the NASDAQ Global Market during the twenty trading
sessions that ended on October 16, 2009 (see calculation on Exhibit A). The
earnout portion of the consideration to be furnished under clause (b) above
would be provided in cash or Buyer Shares or any combination thereof at Buyer’s
discretion (provided, however, Buyer will give good faith consideration to the
combination of cash and/or Buyer Shares to be provided in payment of the earnout
as requested by the GPL Shareholders), and the number of Buyer Shares, if any,
to be furnished under clause (b) above will be determined and based on the
volume weighted average price of Buyer’s common stock on the NASDAQ Global
Market during the 20 trading sessions that end on the day of the date of Buyer’s
auditor’s report related to the consolidated financial statements of Buyer for
the year ending December 31, 2010 that are included in Buyer’s Form 10-K and
filed with the U.S. Securities and Exchange Commission for such
year.
 
 The Buyer
Shares issued in consideration for both the Shares and the GPL Debt will be
subject to escrow and a lock-up agreement providing for the escrow and lock-up
of 50% of such shares for six months following the date of issuance and 50% of
such shares for 12 months following the date of issuance.
 
 3.
              Bridge
      Loan.  In connection with this Letter of Intent, Buyer
      has made a bridge loan to GPL in the amount of US $550,000 with an annual
      interest rate of 8% per annum and a term of 24 months (the “Bridge
      Loan”).  Of such Bridge Loan $500,000 will be used by GPL for
      working capital, and $50,000 (AUD $54,387) will be used by GPL to promptly
      pay down debt owed to Keenan Campbell as described
  below.
 
 In the
event the Transaction does not close or is terminated, then Buyer at Buyer’s
sole discretion may declare the unpaid principal and accrued interest of the
Bridge Loan together with the US $730,620 debt (principal amount) plus accrued
and unpaid interest owed by GPL to Buyer immediately due and payable or convert
such debt (including accrued and unpaid interest) to shares of GPL equal in all
rights and other respects with the GPL Shares using a conversion price as
described below.
  3
 
 In the
event Buyer terminates negotiations or does not close due to a material
adversity or adversities discovered by Buyer in its due diligence or such occurs
prior to Closing (and as so determined by Buyer in its sole good faith
discretion) or GPL breaches any of its obligations under this Letter of Intent
or the Definitive Agreement, or GPL terminates negotiations of this Transaction
or refuses to close for any reason other than a breach by Buyer of its
obligations under this Letter of Intent or the Definitive Agreement, then the
conversion price will be CDN $0.038 per GPL share.
 
 In the
event Buyer terminates negotiations of this Transaction or does not close due to
any other reasons or GPL terminates negotiations of this Transaction or refuses
to close due to a breach by Buyer of its obligations under this Letter of Intent
or the Definitive Agreement, then the conversion price will be CDN $0.125 per
GPL share.
 
 4.
              Further
      Investment. Buyer will, in the event of Closing, provide GPL with
      additional working capital up to US $2,000,000 in the form of equity or
      debt in the sole discretion of Buyer as well as cash equity sufficient to
      enable GPL to satisfy its obligation to Keenan Campbell as described in
      Section 6(h) below.
 
 5.
              Noncompetition
      Agreements. At the Closing Lindon Shiao, Kevin Anderson, Doug McKay
      and other executives and employees of GPL determined to be important to
      GPL’s business by Buyer in its sole discretion (the “Business”) will
      execute three-year noncompetition agreements (covering the period of
      employment and three years thereafter) in favor of Buyer. The agreements
      would also prohibit such executives and employees from soliciting
      employees and customers of Seller and would include restrictions on
      disclosing confidential information and assignment of inventions and
      intellectual property.
 
 6.
              Conditions.  Consummation
      of the Transaction is conditioned
upon:
 
 a.
              Completion
      of due diligence investigation, satisfactory to Buyer in its sole
      discretion, of (i) the business, operations and capabilities of Seller,
      (ii) the financial books and records of Seller, (iii) ongoing contracts
      with third parties, and (iv) such other matters relating to the operation
      and capabilities of Seller as Buyer deems appropriate, all to be completed
      within 90 days of the date of execution of this Letter of
      Intent;
 
 b.
              Negotiation
      and execution of a Definitive
Agreement;
 
 c.
              Absence
      of any material adverse change in Seller’s business, financial condition,
      prospects, assets or operations since December 31,
  2008;
 
 d.
              Absence
      of pending or threatened litigation regarding the Definitive Agreement or
      the transactions to be contemplated
thereby;
 
 e.
              Delivery
      of customary legal opinions, closing certificates and other
      documentation;
  4
 
 f.
              Receipt
      of any other governmental, environmental, regulatory or third party
      consents and approvals required in connection with the Definitive
      Agreement and the transactions contemplated
  thereby;
 
 g.
              Receipt
      of the approval of the Transaction by the Boards of Directors of Buyer and
      Seller and the GPL Shareholders;
 
 h.
              In
      addition to other customary closing conditions, GPL will cause the
      following to occur prior to Closing: (i) the royalty payment percentage
      payable by GPL to Kevin Anderson will be reduced from 12% to 6% and GPL
      will issue to Kevin Anderson or his designee 400,000 shares of GPL, and
      (ii) the debt (inclusive of principal and accrued and unpaid interest) of
      AUD $1,400,000 (US $1,287,076) owed by GPL to Keenan Campbell will be
      reduced to AUD $700,000 (US $643,538) of which amount AUD $645,613 (US
      $593,538) will be payable by GPL to Keenan Campbell at Closing (such debt
      having been paid down with the payment of AUD $54,387 (US $50,000) earlier
      paid by GPL to Keenan Campbell per Section 3
  above);
 
 i.
              GPL
      covenants and agrees to provide Buyer with audited financial statements
      which are in compliance with U.S. Securities and Exchange Commission
      reporting requirements for the year ended December 31, 2009 within 45 days
      following Closing; and
 
 j.
              Execution
      of this Letter of Intent and the Definitive Agreement by the number of
      shareholders of GPL required by Australian law and GPL’s constitution and
      other corporate documents to make this Letter of Intent and the Definitive
      Agreement binding and enforceable as to GPL and all of GPL’s
      Shareholders.
 
 7.
              Timing.  The
      Closing will occur on or about January 5, 2010 subject to the terms of
      this Letter of Intent and the Definitive
  Agreement.
 
 8.
              Exclusive
      Dealings.  In consideration of the time, effort and other
      expense by each of the parties in connection with the Bridge Loan made by
      Buyer to GPL and the negotiation of this Letter of Intent and the
      Definitive Agreement, Seller and the GPL Shareholders agree that they will
      not, after the date of the acceptance of this Letter of Intent and until
      the later of (i) 90 days after the date of acceptance of this Letter of
      Intent and (ii) the date either party terminates this Letter of Intent in
      accordance with Section 14 below (the “Termination Date”), solicit or
      encourage any offer, proposal or inquiry from, or engage in any
      discussions or negotiations with, any person regarding the sale or lease
      of any material part of the Business or of the GPL Shares and GPL Debt or
      any equity interests in Seller or the merger or consolidation of Seller
      except as contemplated by this Letter of Intent.Seller shall
      immediately notify Buyer regarding any contact between Seller or its
      representatives and any other person regarding any such offer or proposal
      or related inquiry.  The Definitive Agreement shall also provide
      for a period of exclusive dealing until the Closing occurs. Seller and the
      GPL Shareholders represent that neither they nor any of their affiliates
      are party to or are bound by any agreement with respect to any transaction
      of the type described in this paragraph other than as contemplated by this
      Letter.
  5
 
 9.
              Access; Due
      Diligence.  Seller shall permit Buyer and its counsel,
      accountants and other representatives full access during normal business
      hours to all the properties, assets, books, records, agreements and other
      documents of Seller.  Seller shall furnish to Buyer and its
      representatives all information concerning the Business as Buyer may
      request.  Seller shall permit and facilitate communications
      between Buyer and Seller’s suppliers, customers, landlords and other
      persons having relationships with the
Business.
 
 10.
              Disclosure.  Except
      as and to the extent required by law and applicable securities,
      regulations and market exchange rules and regulations, without the prior
      written consent of the other party, neither Buyer nor Seller shall, and
      each shall direct its representatives not to, directly or indirectly, make
      any public announcement of, or otherwise disclose or permit the disclosure
      of, the parties’ negotiations, the signing of this Letter of Intent or any
      of the terms, conditions or other aspects of the transactions proposed in
      this Letter of Intent.
 
 11.
              Confidentiality.
      Except as and to the extent required by law and applicable securities,
      regulations and market exchange rules and regulations, Buyer shall not
      disclose or use, and shall cause its representatives not to disclose or
      use, any Confidential Information (as defined below) with respect to
      Seller furnished, or to be furnished, by Seller or its respective
      representatives to Buyer or its representative in connection herewith at
      any time or in any manner other than in connection with the
      Transaction.  For purposes of this Section, “Confidential
      Information” means any information about Seller stamped “confidential” or
      identified in writing as such to Buyer by Seller; provided that it does
      not include information which Buyer can demonstrate (i) is generally
      available to or known by the public other than as a result of improper
      disclosure by Buyer or (ii) is obtained by Buyer from a source other than
      Seller, provided that such source was not bound by a duty of
      confidentiality to Seller or another party with respect to such
      information.  If this Letter of Intent is terminated pursuant to
      Section 14 below, Buyer shall promptly either destroy all Confidential
      Information in its possession or return to Seller any Confidential
      Information in its possession.  If either party shall be
      required to make disclosure of any such information by operation of law,
      such disclosing party shall give the other party prior notice of the
      making of such disclosure and shall use all reasonable efforts to afford
      such other party an opportunity to contest the making of such disclosure.
      In the event that the Closing shall not occur, each of Buyer and Seller
      shall immediately destroy or deliver, or cause to be delivered, to the
      other (without retaining any copies thereof) any and all documents,
      statements or other written information obtained from the other that
      contain confidential information. The parties acknowledge and agree that
      the provisions of this paragraph are necessary for the protection of the
      other’s confidential information, its business and goodwill, its
      competitive position, and its legitimate business interests and that such
      provisions are reasonable for such purposes.  The parties
      acknowledge and agree that any breach of any covenant contained in this
      paragraph will cause irreparable injury and damage to the other party, as
      to which money damages alone would not adequately compensate the
      non-breaching party.  Accordingly, the parties consent, in the
      event of any breach of the covenants contained in this paragraph, to the
      granting of preliminary and permanent injunctive relief against any
      continuing breach, in addition to and not in limitation of any other
      rights, remedies, or damages available to the non-breaching party at law
      or in equity.
  6
 
 12.
              Conduct of
      Business. During the period from the date this Letter is signed by
      Seller and the Termination Date, Seller shall operate its business in the
      ordinary course, shall refrain from extraordinary transactions and
      shall:
 
 a.
              Conduct
      the operations of the Seller in the normal and customary manner in the
      ordinary course of business;
  b.
              Maintain
      and keep the tangible assets, and any tangible assets leased under leases
      to be assumed by Buyer, in good operating order, repair and
      condition;
  c.
              Keep
      in full force and effect all insurance
coverage;
  d.
              Perform
      all of Seller’s obligations under all contracts andleases, and not
      amend, alter or modify any provision
thereof;
  e.
              Use
      its best efforts to preserve Seller’s organization intact and maintain its
      relationships with its employees, suppliers and
  customers;
  f.
              Promptly
      advise Buyer of any adverse change in the condition (financial or
      otherwise) of Seller’s business or
assets;
  g.
              Promptly
      advise Buyer of the occurrence of any event or circumstance which affects
      the consummation of the transactions contemplated by this Letter of
      Intent;
  h.
              Not
      create or permit to exist any security interest, mortgage, pledge, lien,
      charge, encumbrance, easement, restrictive covenant or adverse claim of
      any kind or nature with respect to any of the Seller’s
    assets;
  i.
              Not
      sell or dispose of any assets, except in the ordinary course of
      business;
  j.
              Promptly
      advise Buyer of any material change in the identity of or compensation
      payable to any of Seller’s
employees;
  k.
              Not
      make any capital improvement or
expenditure;
  l.
              Maintain
      and collect receivables and extend credit terms to its customers in the
      ordinary course of business consistent with past
  practices;
  m.
              Amend
      the constitution, articles or certificate of incorporation or bylaws of
      Seller;
  n.
              Pay
      any dividends to the shareholders of
Seller;
  7
  o.
              Take
      any action which is inconsistent with the tax or accounting treatment
      described above;
  p.
              Issue
      any shares of stock of the Seller, any securities convertible into stock
      of the Seller or any options or other rights to acquire any such
      securities or issue any debt
instruments;
  q.
              Effect
      a recapitalization; or
  r.
              Agree
      to do any of the foregoing.
  13.
              Costs.  Each
      of Seller and Buyer will pay its own direct costs and expenses, including
      the fees of attorneys, accountants, brokers and other advisors, incurred
      at any time in connection with the transactions contemplated herein.
      Seller and the GPL Shareholders will pay all sales, use and transfer taxes
      related to the Closing of the transactions contemplated by this Letter of
      Intent.
  14.
              Termination.  This
      Letter of Intent may be terminated:
  a.
              by
      a party that has fulfilled its obligations under this Letter of Intent
      upon written notice to the other party of a material breach of any
      provision that has not been remedied by such breaching party within five
      business days after the receipt of such
notice;
  b.
              upon
      written notice by any party to the other party if the Definitive Agreement
      has not been executed by January 5, 2010 or as otherwise agreed by the
      parties in writing.  The termination of this Letter of Intent
      shall not affect the liability of a party for breach of any of the
      provisions prior to the termination;
and
  c.
              by
      Buyer upon written notice delivered to Seller if Buyer determines that on
      the basis of information gained in the course of due diligence, it is
      infeasible to proceed with the transactions contemplated by this Letter of
      Intent.
  Upon
termination of this Letter of Intent, the parties shall have no further
obligations hereunder, except that the provisions of Sections 3, 8, 10, 11, 13,
14, 17, and 18 shall survive any such termination.
  15.
              Amendment.  Any
      waiver, amendment, modification or supplement of or to any term or
      condition of this Letter of Intent shall be effective only if in writing
      and signed by both parties hereto, and the parties hereby waive the right
      to amend the provisions of this paragraph
  orally.
  16.
              Non-Assignment.  This
      Letter of Intent is not, and the Definitive Agreement will not be,
      assignable by any party thereto without the prior written consent of all
      other parties, except that Buyer may assign some or all of its rights or
      obligations under this Letter of Intent and the Definitive Agreement to a
      subsidiary of Buyer so long as Buyer provides a guarantee satisfactory to
      Seller of all that subsidiary’s obligations
  thereunder.
  8
  17.
              Choice of Law;
      Venue.  This Letter of Intent and the Definitive
      Agreement will be construed and enforced in accordance with the laws of
      the State of Delaware, other than its rules with respect to choice of
      laws. Any action or proceeding seeking to enforce any provision of, or
      based on any right arising out of, this Letter of Intent may be brought
      against any of the parties in the courts of the State of Delaware, County
      of New Castle, or, if it has or can acquire jurisdiction, in the United
      States District Court for the District of Delaware, and each of the
      parties consents to the jurisdiction of such courts (and of the
      appropriate appellate courts) in any such action or proceeding and waives
      any objection to venue laid therein.  Process in any action or
      proceeding referred to in the preceding sentence may be served on any
      party anywhere in the world.
  18.
              Counterparts.  This
      Letter of Intent may be executed in one or more counterparts, each of
      which will be deemed to be an original and all of which, when taken
      together, will be deemed to constitute one and the same
      document.
  If you
agree with the foregoing, please sign and date this Letter of Intent in the
space provided below and return it to the undersigned on or before 5:00 p.m.,
November 6, 2009. This Letter of Intent will be effective upon execution by GPL
and GPL Shareholders who hold in the aggregate at least 50% of the shares of GPL
excluding those shares held by Buyer. This Letter of Intent will expire unless
we have received this letter signed by you and the GPL Shareholders described in
the preceding sentence within the time period set forth above in this paragraph
or if sooner rejected.
  Sincerely,ACORN
      ENERGY, INC.By:Name:
                  John
      A. MooreTitle:
                  President
      and CEO
 
 Accepted
and agreed to this
 _____ day
of ____________, 2009
 
 GRIDSENSE
PTY LTD
 
 By:Name:
                  Lindon
      ShiaoTitle:
                  President
      and CEO
  9
 
 GPL
SHAREHOLDERS &
 SCRN NOTE
HOLDERS
 
 Campbell
      KeenanLindon
      ShiaoHans
      WickDavid
      WickPrime
      Energy PartnersPaul
      DunkleyBy:Name:Title:Kevin
      AndersonMark
      Pasquale, individually andas
      custodian for his IRA and
                                      
                                      Doug
      McKaycustodian
      for Alexander Pasqualeand
      Julie Pasquale
  10
 
 Exhibit
“A”
 
 ·           GPL
Debt – CDN $1,158,274 = US $ $1,128,339
 
 ·           Consideration
– CDN $4.5 mn = US $4,383,720
 
 ·           Initial
cap factor for earnout of CDN $2.5 mn = US $2,435,400
 
 ·           Debt
owed by GPL to Buyer - CDN $750 k = US $730,620
 
 ·           Debt
owed by GPL to Keenan Campbell - AUD $1,400,000 = US $1,287,076
 
 Currency Conversion Rates at
October 16, 2009
 
 (Source -
http://www.oanda.com/convert/classic?lang=en)
  1
Canadian Dollar = 0.97416 US Dollar
  1 US
Dollar (USD) = 1.02653 Canadian Dollar (CAD)
  1
Australian Dollar = 0.91934 US Dollar
  1 US
Dollar (USD) = 1.08774 Australian Dollar (AUD)
  1
Australian Dollar = 0.94403 Canadian Dollar
  1
Canadian Dollar (CAD) = 1.05928 Australian Dollar (AUD)
  
 
 Volume Weighted Average
Price of Buyer’s Shares
 
 Date
                                                                      
                                                                      Open
                                                                      
                                                                      
                                                                      Close/Last
                                                                      
                                                                      
                                                                      Volume1
                                                                      
                                                                      10/16/2009
                                                                      
                                                                      
                                                                      6.57
                                                                      
                                                                      
                                                                      
                                                                      6.99
                                                                      
                                                                      
                                                                      
                                                                      172,724
                                                                      
                                                                      
                                                                      
                                                                      1,207,3412
                                                                      
                                                                      10/15/2009
                                                                      
                                                                      
                                                                      6.47
                                                                      
                                                                      
                                                                      
                                                                      6.55
                                                                      
                                                                      
                                                                      
                                                                      24,314
                                                                      
                                                                      
                                                                      
                                                                      159,2573
                                                                      
                                                                      10/14/2009
                                                                      
                                                                      
                                                                      6.305
                                                                      
                                                                      
                                                                      
                                                                      6.49
                                                                      
                                                                      
                                                                      
                                                                      100,570
                                                                      
                                                                      
                                                                      
                                                                      652,6994
                                                                      
                                                                      10/13/2009
                                                                      
                                                                      
                                                                      6.34
                                                                      
                                                                      
                                                                      
                                                                      6.26
                                                                      
                                                                      
                                                                      
                                                                      45,334
                                                                      
                                                                      
                                                                      
                                                                      283,7915
                                                                      
                                                                      10/12/2009
                                                                      
                                                                      
                                                                      6.07
                                                                      
                                                                      
                                                                      
                                                                      6.29
                                                                      
                                                                      
                                                                      
                                                                      33,848
                                                                      
                                                                      
                                                                      
                                                                      212,9046
                                                                      
                                                                      10/9/2009
                                                                      
                                                                      
                                                                      6.07
                                                                      
                                                                      
                                                                      
                                                                      5.98
                                                                      
                                                                      
                                                                      
                                                                      78,065
                                                                      
                                                                      
                                                                      
                                                                      466,8297
                                                                      
                                                                      10/8/2009
                                                                      
                                                                      
                                                                      6.35
                                                                      
                                                                      
                                                                      
                                                                      6.08
                                                                      
                                                                      
                                                                      
                                                                      129,473
                                                                      
                                                                      
                                                                      
                                                                      787,1968
                                                                      
                                                                      10/7/2009
                                                                      
                                                                      
                                                                      5.5
                                                                      
                                                                      
                                                                      
                                                                      6.35
                                                                      
                                                                      
                                                                      
                                                                      192,581
                                                                      
                                                                      
                                                                      
                                                                      1,222,8899
                                                                      
                                                                      10/6/2009
                                                                      
                                                                      
                                                                      5.31
                                                                      
                                                                      
                                                                      
                                                                      5.5
                                                                      
                                                                      
                                                                      
                                                                      69,402
                                                                      
                                                                      
                                                                      
                                                                      381,71110
                                                                      
                                                                      10/5/2009
                                                                      
                                                                      
                                                                      5.15
                                                                      
                                                                      
                                                                      
                                                                      5.29
                                                                      
                                                                      
                                                                      
                                                                      44,155
                                                                      
                                                                      
                                                                      
                                                                      233,58011
                                                                      
                                                                      10/2/2009
                                                                      
                                                                      
                                                                      5.17
                                                                      
                                                                      
                                                                      
                                                                      5.29
                                                                      
                                                                      
                                                                      
                                                                      32,748
                                                                      
                                                                      
                                                                      
                                                                      173,23712
                                                                      
                                                                      10/1/2009
                                                                      
                                                                      
                                                                      5.39
                                                                      
                                                                      
                                                                      
                                                                      5.31
                                                                      
                                                                      
                                                                      
                                                                      24,807
                                                                      
                                                                      
                                                                      
                                                                      131,72513
                                                                      
                                                                      9/30/2009
                                                                      
                                                                      
                                                                      5.34
                                                                      
                                                                      
                                                                      
                                                                      5.46
                                                                      
                                                                      
                                                                      
                                                                      26,597
                                                                      
                                                                      
                                                                      
                                                                      145,22014
                                                                      
                                                                      9/29/2009
                                                                      
                                                                      
                                                                      5.57
                                                                      
                                                                      
                                                                      
                                                                      5.47
                                                                      
                                                                      
                                                                      
                                                                      29,533
                                                                      
                                                                      
                                                                      
                                                                      161,54615
                                                                      
                                                                      9/28/2009
                                                                      
                                                                      
                                                                      5.4
                                                                      
                                                                      
                                                                      
                                                                      5.57
                                                                      
                                                                      
                                                                      
                                                                      65,260
                                                                      
                                                                      
                                                                      
                                                                      363,49816
                                                                      
                                                                      9/25/2009
                                                                      
                                                                      
                                                                      5.39
                                                                      
                                                                      
                                                                      
                                                                      5.37
                                                                      
                                                                      
                                                                      
                                                                      66,345
                                                                      
                                                                      
                                                                      
                                                                      356,27317
                                                                      
                                                                      9/24/2009
                                                                      
                                                                      
                                                                      5.33
                                                                      
                                                                      
                                                                      
                                                                      5.4099
                                                                      
                                                                      
                                                                      
                                                                      178,394
                                                                      
                                                                      
                                                                      
                                                                      965,09418
                                                                      
                                                                      9/23/2009
                                                                      
                                                                      
                                                                      5.73
                                                                      
                                                                      
                                                                      
                                                                      5.41
                                                                      
                                                                      
                                                                      
                                                                      169,555
                                                                      
                                                                      
                                                                      
                                                                      917,29319
                                                                      
                                                                      9/22/2009
                                                                      
                                                                      
                                                                      5.8
                                                                      
                                                                      
                                                                      
                                                                      5.72
                                                                      
                                                                      
                                                                      
                                                                      96,746
                                                                      
                                                                      
                                                                      
                                                                      553,38720
                                                                      
                                                                      9/21/2009
                                                                      
                                                                      
                                                                      5.88
                                                                      
                                                                      
                                                                      
                                                                      5.73
                                                                      
                                                                      
                                                                      
                                                                      182,467
                                                                      
                                                                      
                                                                      
                                                                      1,045,5361,762,918
                                                                      
                                                                      
                                                                      
                                                                      10,421,004
                                                                      
                                                                      $
                                                                      5.91
                                                                      
                                                                      VWAP