0001144204-10-026990 Sample Contracts

US SENSOR SYSTEMS INC. COMMON STOCK OPTION PURCHASE AGREEMENT
Common Stock Option Purchase Agreement • May 13th, 2010 • Acorn Energy, Inc. • Services-engineering services • Delaware

This Common Stock Option Purchase Agreement (the “Agreement”) is made as of February 23, 2010 by and among US Sensor Systems Inc., a Delaware corporation (the “Company”), and Acorn Energy, Inc., a Delaware corporation (the “Purchaser”).

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US SENSOR SYSTEMS INC. STOCKHOLDERS’ AGREEMENT
Stockholders' Agreement • May 13th, 2010 • Acorn Energy, Inc. • Services-engineering services • Delaware
US SENSOR SYSTEMS INC. AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT
Investors Rights Agreement • May 13th, 2010 • Acorn Energy, Inc. • Services-engineering services • California

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”).

US SENSOR SYSTEMS INC. CAPITAL STOCK OPTION PURCHASE AGREEMENT
Capital Stock Option Purchase Agreement • May 13th, 2010 • Acorn Energy, Inc. • Services-engineering services • Delaware

This Capital Stock Option Purchase Agreement (the “Agreement”) is made as of February 23, 2010 by and among US Sensor Systems Inc., a Delaware corporation (the “Company”), Acorn Energy, Inc., a Delaware corporation (the “Purchaser”) and each of the holders of Capital Stock of the Company listed on Exhibit A hereto (collectively, the “Capital Stockholders”).

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