0001144204-10-012138 Sample Contracts

ACORN ENERGY, INC. 2,231,818 Shares of Common Stock, par value $0.01 per share, PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • March 9th, 2010 • Acorn Energy, Inc. • Services-computer programming services • New York

Acorn Energy, Inc., a Delaware corporation (the “Company”), proposes to issue and sell up to 2,231,818 shares (the “Offered Securities”) of common stock, par value $0.01 per share (the “Common Stock”) to one or more investors (collectively, the “Investors”). The Offered Securities are described more fully in the Registration Statement (as hereinafter defined).

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SUBSCRIPTION AGREEMENT
Subscription Agreement • March 9th, 2010 • Acorn Energy, Inc. • Services-computer programming services • New York

Please confirm that the foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose.

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