STOCKHOLDERS' AGREEMENT

EXECUTION VERSION

THIS AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT (the “ Agreement ”) is made as of April 8, 2009 by and among CoaLogix Inc., a Delaware corporation (the “ Company ”), and each of the stockholders listed on Schedule A hereto, each person to whom the rights of a Stockholder are assigned pursuant to Section 10.1 and each person who hereafter becomes a signatory to this Agreement pursuant to Section 10.8 (each, a “ Stockholder ” and, collectively, the “ Stockholders ”).

WHEREAS, the Company, EnerTech (as defined below) and Acorn Energy (as defined below) previously entered into that certain Stockholders’ Agreement as of February 29, 2008 (the “ Original Agreement ”), and such parties desire to amend and restate the Original Agreement as set forth in this Agreement; and

WHEREAS , EnerTech, Acorn Energy and the individual Management Stockholders listed on Schedule A (collectively, the “ Purchasers ”) and the Company are parties to the Common Stock Purchase Agreement dated the date hereof (the “ Purchase Agreement ”); and

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

NOW, THEREFORE ,  for and in consideration of the mutual promises of the parties hereto and other good and valuable consideration, the receipt of sufficiency of which are hereby acknowledged, the parties hereto do hereby agree to amend and restate the Original Agreement in its entirety, and the Original Agreement is hereby amended and restated in its entirety as follows.

1.   Definitions.    For purposes of this Agreement:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

3.            Information Rights.

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

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

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

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

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

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

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

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

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

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

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

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

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

4.           Right of First Offer on Company Offerings

4.1.            Right of First Offer.   Subject to the terms and conditions specified in this Section 4.1 , and applicable securities laws, in the event the Company proposes to offer or sell any New Securities other than the Common Stock to be issued under the Purchase Agreement, the Company shall first make an offering of such New Securities to EnerTech and Acorn (collectively, the “ Offerees ”, and individually, an “ Offeree ”) in accordance with the following provisions of this Section 4.1 .  An Offeree shall be entitled to apportion the right of first offer hereby granted it among itself and its partners, members and Affiliates in such proportions as they each deem appropriate.

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

(b)  By written notification received by the Company, within twenty (20) calendar days after mailing of the Offer Notice, an Offeree may elect to purchase or obtain, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the number of shares of Common Stock issued and then held by such Offeree bears to the total number of shares of Common Stock of the Company issued and then held by all the Stockholders.

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

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

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

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

4.2.            Termination .

(a)  The provisions of this Section 4 shall terminate upon the first to occur of (i) the consummation of an IPO or (ii) a failure by an Offeree to elect to purchase a portion of New Securities to which it is entitled under Section 4.1(b) , or to exercise its Contingent Warrants, if any, as provided under Section 4.1(c) ; provided, however, in the case of the immediately preceding clause (ii) this Section 4 shall terminate only as to the Offeree who has failed to so elect or exercise.

4.3.             Management Stockholders’ Rights .  The parties hereto acknowledge that certain Management Stockholders have a right of first offer to purchase New Securities of the Company under the terms of their individual option agreements entered into in connection with the Stock Option Plan, and the Company shall coordinate the administration of the right of first offer described in Section 4.1 with the right of first offer held by such Management Stockholders.

5.           Rights of Refusal and Co-Sale

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

5.2.            Secondary Refusal Right of Key Holders .

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

(b)  Each Stockholder that is not a Key Holder hereby unconditionally and irrevocably grants to the Key Holders a Secondar