PROMISSORY
NOTE


 


	$500,000	February
    15, 2017


 


FOR
VALUE RECEIVED, Acorn Energy, Inc., a Delaware corporation, (the “Maker”), with an address at 10451 Mill Run Circle,
Suite 400, Owings Mills, Maryland 21117-5577, promises to pay to the order of Edgar Woolard (the “Holder”), the principal
amount of FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) (the “Principal Amount”), together with interest thereon from
the date hereof, in accordance with the terms of this Promissory Note (this “Note”), as hereafter set forth.


 


This
Note is one of a series of notes of the same tenor (the “Bridge Notes’) issued to lenders who made and/or committed
to make loans to the Maker on or about the date hereof.


 


1.
Interest. Interest will accrue on the unpaid balance of the Principal Amount of this Note from the date hereof until the
February 15, 2018 at the rate of 12.5% per annum. Interest on any unpaid Principal Amount of this Note outstanding after February
15, 2018 shall accrue at the rate of 16.5% per annum. Interest on this Note shall be computed on the basis of the actual number
of days elapsed over a year comprised of 365 days.


 


2.
Repayment of Principal. The unpaid Principal Amount of the Loan together with interest accrued thereon shall be repayable
on April 30, 2018, or if the obligation to repay the Principal Amount of and interest accrued on this Note shall be accelerated
to an earlier date under Sections 4(b) or 6 hereof, such earlier date (such original or accelerated maturity date being referred
to herein as the “Maturity Date”).


 


3.
Application of Payments. Any payments on account of this Note, when paid, shall be applied first to the payment of all
interest then due on the unpaid balance of the Principal Amount and the balance, if any, shall be applied in reduction of the
unpaid balance of the Principal Amount. Any payment under this Note on a day on which Holder is not open to conduct business shall
be made on the next succeeding business day.


 


4.
Optional Prepayment; Mandatory Prepayment.


 


(a)
The Maker may prepay the unpaid balance of the Principal Amount in whole at any time or in part from time to time without premium
or penalty; provided, that any such prepayment is accompanied by interest accrued and unpaid on the amount so prepaid to the date
of such prepayment.


 


(b)
In the event of the sale of all or any portion of the Maker’s shares of DSIT Solutions Ltd. (the “DSIT Shares”),
the Maker shall pay the net proceeds of such sale to the Holder and to the holders of the other Bridge Notes pro rata to the aggregate
outstanding principal amount of such Bridge Notes, respectively, to be applied against the obligations of the Maker to the Holder
under this Note and to the other holders of the Bridge Notes.


 


5.
Conversion into OMX Holdings, Inc. Shares. If all or part of the Principal Amount of this Note and/or interest accrued
thereon shall remain unpaid after the Maturity Date, then at the election of the Holder made in writing at any time following
the Maturity Date, and with the consent of the Maker at the time of such conversion, the Holder may receive in satisfaction of
such overdue amounts, shares of the OMX Holdings, Inc. common stock owned by Maker, based on an independent valuation for OMX
to be obtained at the time of such conversion.


 




    	 



    	 



    

 


6.
Default. The term “Default,” as used herein, means the occurrence of any one or more of the following events:


 


(a)
Maker shall fail to make any payment of the principal or any interest accrued thereon when such payment shall become due;


 


(b)
Maker or any subsidiary of Maker shall sell or transfer a substantial portion of its assets other than in the ordinary course
of business, other than a sale the net proceeds of which are utilized to make payment against the Principal Amount of this Note
and the other Bridge Notes and any interest accrued thereon; or


 


(c)
Maker shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to
itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment
of a trustee, receiver, liquidator, custodian or other similar official of its or any substantial part of its property, or shall
consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other
proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally, or
shall admit in writing its inability, to pay its debts as they become due, or shall take any other action to authorize any of
the foregoing.


 


Upon
the occurrence of a Default, upon written notice by the Holder to the Maker, the maturity of this Note may be accelerated and
the unpaid balance of the Principal Amount then outstanding together with interest accrued and unpaid thereon shall be declared
to be immediately due and payable.


 


7.
Additional Loan by the Holder. The Holder agrees to loan on or after July 7, 2017, an additional One Million Dollars ($1,000,000)
to the Maker (the “Additional Loan”), which obligation shall be reduced on a dollar-for-dollar basis by any monies
received by the Maker between the date hereof and July 7, 2017 from (i) other lenders, with a maturity date no earlier than April
30, 2018, and (ii) the amount added to the working capital of the Maker from the net proceeds, if any, resulting from the sale
of the DSIT Shares, after deducting any amounts paid to the holders of the Bridge Notes. The Additional Loan shall be (i) funded
by the Holder within three business days following the request by the Maker for the Additional Loan and (ii) evidenced by a promissory
note payable to the Holder from the Maker of similar tenor to this Note maturing April 30, 2018.


 


8.
Address for Payments. All payments of the unpaid balance of the Principal Amount and interest thereon shall be paid in
lawful money of the United States of America during regular business hours of the Holder at Holder’s address set forth at
the foot hereof or at such other place as the Holder or any other holder of this Note may at any time or from time to time designate
in writing to the Maker.


 




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9.
Remedies Cumulative. Each right, power and remedy of the Holder as provided for in this Note or now or hereafter existing
at law or in equity or by statute or otherwise shall be cumulative and concurrent and shall be in addition to every other right,
power, or remedy provided for in this Note or now or hereafter existing at law or in equity or by statute or otherwise, and the
exercise or beginning of the exercise by the Holder of any one or more of such rights, powers, or remedies shall not preclude
the simultaneous or later exercise by the Holder of any or all such other rights, powers, or remedies. No failure or delay by
the Holder to insist upon the strict performance of any term, condition, covenant, or agreement of this Note, or to exercise any
right, power, or remedy consequent upon a breach thereof, shall constitute a waiver of any such term, condition, covenant, or
agreement or of any such breach, or preclude the Holder from exercising any such right, power, or remedy at any later time or
times. By accepting payment after the due date of any amount payable under this Note, the Holder shall not be deemed to waive
the right to declare an event of default for failure to effect such prompt payment of any such other amount.


 


10.
Governing Law. This Note shall be governed by and construed under the laws of the State of Delaware without reference to
the choice of law provisions thereof. Any proceeding relating to any dispute arising out of or related to this Note shall be brought
exclusively in the state or federal courts located in Wilmington, Delaware.


 


11.
Waivers, Etc. All parties to this Note, including endorsers, sureties and guarantors, if any, hereby waive presentment
for payment, demand, protest, notice of non-payment or dishonor, and of protest, and any and all other notices and demands whatsoever
and agree to remain bound hereunder until the interest and Principal Amount are paid in full notwithstanding any (a) release,
surrender, waiver, addition, substitution, exchange, compromise, modification of or to or indulgence granted with respect to this
Note or all or any part of any collateral or security for this Note; (b) extension or extensions of time for payment which may
be granted, even though the period of extension may be indefinite; and (c) inaction by, or failure to assert any legal right available
to the holder of this Note.


 


IN
WITNESS WHEREOF, the Maker has executed this instrument, the day and year first above written.


 


	 	ACORN
    ENERGY, INC.
	 	 
	 	By:	                                                   
	 	Name:	Jan
    Loeb
	 	Title:	President
    & Chief Executive Officer


 


AGREED
AND ACCEPTED:


 


____________________________


 


Name:
Edgar Woolard


 


Address:


 


_____________________________


 


_____________________________


 




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