ACORN ENERGY, INC.Acorn Energy, Inc. • June 4th, 2019 • Services-engineering services
This letter is being distributed by Acorn Energy, Inc. (the “Company”) to all holders of record of shares of its common stock, par value $0.01 per share (“Common Stock”) at 5:00 p.m., New York City time, on June 3, 2019 (the “Record Date”), in connection with a distribution in a rights offering (the “Rights Offering”) by the Company of non-transferable subscription rights (the “Rights”) to subscribe for and purchase shares of Common Stock of the Company. The Rights and underlying shares of Common Stock are described in the Prospectus dated June [__], 2019 (the “Prospectus”), a copy of which accompanies this letter.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 4th, 2019 • Acorn Energy, Inc. • Services-engineering services • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of the date set forth on the signature page hereto, by and between Acorn Energy, Inc., a Delaware corporation (the “Company”), and the undersigned investors set forth on the signature page hereto (the “Investors”).
SUBSCRIPTION AGENT AGREEMENTSubscription Agent Agreement • June 4th, 2019 • Acorn Energy, Inc. • Services-engineering services • New York
This SUBSCRIPTION AGENT AGREEMENT (this “Agreement”) is entered into as of June __ , 2019, by and between American Stock Transfer & Trust Company, LLC (the “Subscription Agent”) and Acorn Energy, Inc. (the “Company”).
RIGHTS OFFERING BACKSTOP AGREEMENTRights Offering Backstop Agreement • June 4th, 2019 • Acorn Energy, Inc. • Services-engineering services • New York
This Rights Offering Backstop Agreement (this “Agreement”), is made and entered into as of the date set forth on the signature page hereto, by and between Acorn Energy, Inc., a Delaware corporation (the “Company”), and the stockholders of the Company set forth on the signature page hereto (the “Backstop Purchasers”).
