THIS
WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED
OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT OR AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO ACORN ENERGY, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.


 


Void
after 5:00 P.M. New York City time on the last day of the Exercise Period,

as defined in this Warrant


 


COMMON
STOCK PURCHASE WARRANT


OF


ACORN
ENERGY, INC.


 


This
is to certify that, FOR VALUE RECEIVED, Leap Tide Capital Management LLC (the “Holder”),
is entitled to purchase, subject to the provisions of this Warrant, from ACORN ENERGY, INC., a Delaware corporation (the “Company”),
at an exercise price per share of Thirteen Cents ($0.13), subject to adjustment as provided in this Warrant (the “Warrant
Exercise Price”), thirty-five thousand (35,000) shares of common stock, par value $0.01
per share, of the Company (the “Common Stock”). The shares of Common Stock
deliverable upon such exercise, and as adjusted from time to time, are hereinafter sometimes referred to as the “Warrant
Shares.” 


 


1. DEFINITIONS.
The following terms shall have the meanings set forth below:


 


“Convertible
Securities” shall mean evidences of indebtedness, shares of stock or other securities, which are convertible into or
exchangeable, with or without payment of additional consideration in cash and/or property, for shares of Common Stock, either
immediately or upon the occurrence of a specified date or a specified event.


 


“Exercise
Period” shall mean the period (i) commencing (A) on the Issuance Date with respect to one-fourth of the Warrant Shares,
(B) on June 16, 2016 with respect to an additional one-fourth of the Warrant Shares, (C) on September 16, 2016 with respect to
an additional one-fourth of the Warrant Shares and (D) on December 16, 2016 with respect to the remaining one-fourth of the Warrant
Shares, and (ii) ending at 5:00 p.m., Eastern Time, on the earlier of (A) March 16, 2023 or (B) 18 months from the date Jan H.
Loeb ceases to be a director, officer, employee or consultant of the Company.


 


“Fair
Market Value” of a share of Common Stock as of a particular date (the “Determination Date”) shall mean:


  


 (a) If
the Company’s Common Stock is traded on an exchange, then the closing or last sale price, reported for the last business
day immediately preceding the Determination Date.


 


 (b) If
the Company’s Common Stock is not traded on an exchange but is traded on the OTCQB, the Pink Sheets, or other public trading
market, then the mean of the average of the closing bid and asked prices on such market reported for the last business day immediately
preceding the Determination Date.


 




    	 	 	 



    	 



    


 


 “Issuance
Date” shall mean March 16, 2016.


 



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


 


2. EXERCISE
OF WARRANT.


 


 (a) This
Warrant may be exercised in whole or in part at any time or from time to time from the Issuance Date until the end of the Exercise
Period by presentation and surrender of this Warrant to the Company at its principal office, or at the office of its stock transfer
agent, if any, with the Purchase Form annexed hereto duly executed and accompanied by payment of the Warrant Exercise Price (or
in certain events, by “cashless” exercise as provided in Sections 2(b) and 2(c) below) for the number of shares of
Common Stock specified in such form. If this Warrant should be exercised in part only, the Company shall, upon surrender of this
Warrant for cancellation, execute and deliver a new Warrant evidencing the rights of the Holder to purchase the balance of the
shares of Common Stock purchasable hereunder. Upon receipt by the Company of this Warrant at its office, or by the stock transfer
agent of the Company at its office, in proper form for exercise, the Holder shall be deemed to be the holder of record of the
shares of Common Stock issuable upon such exercise, notwithstanding that the stock transfer books of the Company shall then be
closed or that certificates representing such shares of Common Stock shall not then actually be delivered to the Holder. As soon
as practicable after each exercise of this Warrant, in whole or in part, and in any event within five (5) days thereafter, the
Company at its expense (including the payment by it of any applicable issue taxes) will cause to be issued in the name of and
delivered to the Holder hereof or, subject to Section 10 hereof, as the Holder (upon payment by the Holder of any applicable transfer
taxes) may direct, a certificate or certificates (with appropriate restrictive legends, as applicable) for the number of duly
authorized, validly issued, fully paid and non-assessable shares of Common Stock to which the Holder shall be entitled upon exercise.
All issuances of Common Stock pursuant to the exercise of this Warrant shall be rounded down to the nearest whole share.


 


(b)
If a registration statement filed by the Company under the Securities Act is effective and the Holder may utilize it to sell the
Warrant Shares, this Warrant may be exercisable in whole or in part for cash only as set forth in Section 2(a) above. If no such
registration statement is then effective, then payment upon exercise may be made at the option of the Holder either in (i) cash,
wire transfer or by certified or official bank check payable to the order of the Company equal to the applicable aggregate Warrant
Exercise Price, (ii) by surrender of all or a portion of this Warrant in accordance with Section 2(c) below (“cashless exercise”)
or (iii) by a combination of any of the foregoing methods, for the number of shares of Common Stock specified in such form and
the Holder shall thereupon be entitled to receive the number of duly authorized, validly issued, fully paid and nonassessable
shares of Common Stock (or other securities) determined as provided herein.


 




    	 	2	 



     


    


 


(c)
If the Fair Market Value of one share of Common Stock is greater than the Exercise Price (at the date of calculation as set forth
below) and no registration statement relating to the shares of Common Stock underlying this Warrant is effective, in lieu of exercising
this Warrant for cash, the holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the
portion thereof being cancelled) by surrender of this Warrant at the principal office of the Company together with the properly
endorsed Subscription Form, in which event the Company shall issue to the holder a number of shares of Common Stock computed using
the following formula:


 


	X=	Y
    (A-B)
	 	   A


 


	 	Where
    X=	 	the
    number of shares of Common Stock to be issued to the Holder
	 	 	 	 
	 	Y=	 	the
    number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the
    portion of the Warrant being exercised (at the date of such calculation)
	 	 	 	 
	 	A=	 	the
    Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation)
	 	 	 	 
	 	B=	 	Warrant
    Exercise Price (as adjusted to the date of such calculation)


 


(d) Common
Stock Legend. The Holder acknowledges and agrees that until such time as the Warrant Shares have been registered and sold
in accordance with an effective registration statement, or pursuant to an exemption from registration, certificates and other
instruments representing any of the Warrant Shares shall bear a restrictive legend in substantially the following form (and a
stop-transfer order may be placed against transfer of any such securities):


 


“THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THESE SHARES MAY
NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR AN OPINION OF
COUNSEL REASONABLY SATISFACTORY TO ACORN ENERGY, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.”


 


3. RESERVATION
OF SHARES/FRACTIONAL SHARES. The Company hereby agrees that at all times there shall be reserved for issuance and/or delivery
upon exercise of this Warrant such number of shares of Common Stock as shall be required for issuance and delivery upon exercise
of this Warrant. No fractional shares or script representing fractional shares shall be issued upon the exercise of this Warrant.
Instead, the Company will round up to the nearest whole share.


 




    	 	3	 



     


    





4. EXCHANGE,
TRANSFER, ASSIGNMENT OR LOSS OF WARRANT. This Warrant is exchangeable, without expense, at the option of the Holder, upon
presentation and surrender of this Warrant to the Company for other Warrants of different denominations entitling the Holder thereof
to purchase in the aggregate the same number of shares of Common Stock purchasable hereunder. Upon surrender of this Warrant to
the Company or at the office of its stock transfer agent, if any, with the Assignment Form annexed hereto duly executed and funds
sufficient to pay any applicable transfer tax, the Company shall, without charge, execute and deliver a new Warrant in the name
of the assignee named in such instrument of assignment and this Warrant shall promptly be canceled. This Warrant may be divided
or combined with other Warrants which carry the same rights upon presentation of this Warrant at the office of the Company or
at the office of its stock transfer agent, if any, together with a written notice specifying the names and denominations in which
new Warrants are to be issued and signed by the Holder hereof. The term “Warrant” as used herein includes any Warrants
into which this Warrant may be divided or for which it may be exchanged. Upon receipt by the Company of evidence satisfactory
to it of the loss, theft, destruction or mutilation of this Warrant, (and, in the case of loss, theft or destruction, of a reasonably
satisfactory surety bond), and upon surrender and cancellation of this Warrant, the Company will execute and deliver a new Warrant
of like tenor. Any such new Warrant executed and delivered shall constitute an additional contractual obligation on the part of
the Company, whether or not this Warrant so lost, stolen, destroyed, or mutilated shall be at any time enforceable by anyone;
provided, however, that if the original Warrant shall be presented for transfer by a protected purchaser (as defined in Section
8-303 of the Uniform Commercial Code), then in addition to any rights on the surety bond or indemnity, the Company may recover
the new Warrant in accordance with the provisions of Section 8-405 of the Uniform Commercial Code.


 


5. RIGHTS
AND OBLIGATIONS OF THE HOLDER. The Holder shall not, by virtue of this Warrant, be entitled to any rights of a stockholder
of the Company, either at law or equity, and the rights of the Holder are limited to those expressed in this Warrant and are not
enforceable against the Company except to the extent set forth herein. In addition, no provision hereof, in the absence of affirmative
action by the Holder to purchase shares of Common Stock, and no enumeration herein of the rights or privileges of the Holder hereof
shall give rise to any liability of such Holder for the purchase price of any Common Stock or as a stockholder of the Company,
whether such liability is asserted by the Company or by creditors of the Company.


 


6. ANTI-DILUTION
PROVISIONS.


 


 The
Warrant Exercise Price in effect at any time and the number and kind of securities purchasable upon exercise of each Warrant,
shall be subject to adjustment as follows. The Company shall give each Holder notice of any event described below which requires
an adjustment pursuant to this Section 6 at the time of such event:


 


(a) Stock
Dividends, Subdivisions and Combinations. If at any time the Company shall:


 


(i) take
a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend payable in, or other distribution
of, shares of Common Stock,


 


(ii) subdivide
or reclassify its outstanding shares of Common Stock into a larger number of shares of Common Stock, or


 


(iii) combine
or reclassify its outstanding shares of Common Stock into a smaller number of shares of Common Stock or otherwise effect a reverse
stock split, then:


 


(A)
the number of shares of Common Stock for which this Warrant is exercisable immediately after the occurrence of any such event
shall be adjusted to equal the number of shares of Common Stock which a record holder of the same number of shares of Common Stock
for which this Warrant is exercisable immediately prior to the occurrence of such event, would own or be entitled to receive after
the happening of such event, and (B) the Warrant Exercise Price shall be adjusted to equal: (x) the Warrant Exercise Price immediately
prior to such event multiplied by the number of shares of Common Stock for which this Warrant is exercisable immediately prior
to the adjustment divided by (y) the number of shares for which this Warrant is exercisable immediately after such adjustment.


 




    	 	4	 



     


    

 


(b) Certain
Other Distributions and Adjustments.


 


(i) If
at any time the Company shall take a record of the holders of its Common Stock for the purpose of entitling them to receive any
dividend or other distribution of:


 


(A) cash,


 


(B) any
evidences of its indebtedness, any shares of its capital stock or any other securities or property of any nature whatsoever (other
than Convertible Securities or shares of Common Stock), or


 


(C)
any warrants or other rights to subscribe for or purchase any evidences of its indebtedness, any shares of its stock or any
other securities or property of any nature whatsoever (other than Convertible Securities or shares of Common Stock), then, in
the case of (A) the Warrant Exercise Price shall be reduced by the amount of such cash dividend when paid, or in the case of
(B) or (C) the Warrant Holder shall be given notice as provided by Section 8 of this Warrant and the opportunity to exercise
the Warrant prior to any such distribution.


 


A
reclassification of the Common Stock (other than a change in par value, or from par value to no par value or from no par value
to par value) into shares of Common Stock and shares of any other class of stock shall be deemed a distribution by the Company
to the holders of its Common Stock of such shares of such other class of stock and in such event the Holder shall be entitled
to receive such distribution as if the Holder had exercised this Warrant and, if the outstanding shares of Common Stock shall
be changed into a larger or smaller number of shares of Common Stock as a part of such reclassification, such change shall be
deemed a subdivision or combination, as the case may be, of the outstanding shares of Common Stock within the meaning of Section
6(a).


 


7. OFFICER’S
CERTIFICATE. Whenever the Warrant Exercise Price(s) shall be adjusted as required by the provisions of Section 6 of this
Warrant, the Company shall forthwith file in the custody of its Secretary or an Assistant Secretary at its principal office and
with its stock transfer agent, if any, an officer’s certificate showing the adjusted Warrant Exercise Price(s) and the adjusted
number of shares of Common Stock issuable upon exercise of this Warrant, determined as herein provided, setting forth in reasonable
detail the facts requiring such adjustment, including a statement of the number of additional shares of Common Stock, if any,
and such other facts as shall be necessary to show the reason for and the manner of computing such adjustment. Each such officer’s
certificate shall be forwarded to the Holder in the manner provided in Section 12 hereof.


 




    	 	5	 



     


    

 


8. NOTICES
TO WARRANT HOLDERS. So long as this Warrant shall be outstanding, (a) if the Company shall pay any dividend or make any
distribution upon Common Stock, or (b) if any capital reorganization of the Company, reclassification of the capital stock of
the Company, consolidation or merger of the Company with or into another entity, tender offer transaction for the Company’s
Common Stock, sale, lease or transfer of all or substantially all of the property and assets of the Company, or voluntary or involuntary
dissolution, liquidation or winding up of the Company shall be effected, or (c) if the Company shall file a registration statement
under the Securities Act, on any form other than on Form S-4 or S-8 or any successor form, then in any such case, the Company
shall cause to be mailed by certified mail to the Holder, at least ten (10) days prior to the date specified in clauses (a), (b)
or (c) as the case may be, of this Section 8 a notice containing a brief description of the proposed action and stating the date
on which (i) a record is to be taken for the purpose of such dividend, distribution or rights, or (ii) such reclassification,
reorganization, consolidation, merger, tender offer transaction, conveyance, lease, dissolution, liquidation or winding up is
to take place and the date, if any is to be fixed, as of which the holders of Common Stock or other securities shall receive cash
or other property deliverable upon such reclassification, reorganization, consolidation, merger, conveyance, dissolution, liquidation
or winding up, or (iii) such registration is filed with the Securities and Exchange Commission.


 


9. RECLASSIFICATION,
REORGANIZATION OR MERGER. In case of any reclassification, capital reorganization or other change of outstanding shares
of Common Stock of the Company, or in case of any consolidation or merger of the Company with or into another corporation (other
than a merger with a subsidiary in which merger the Company is the continuing or surviving corporation and which does not result
in any reclassification, capital reorganization or other change of outstanding shares of Common Stock of the class issuable upon
exercise of this Warrant) or in case of any sale, lease or conveyance of all or substantially all of the assets of the Company,
the Company shall, as a condition precedent to such transaction, cause effective provisions to be made so that (i) the Holder
shall have the right thereafter by exercising this Warrant, to purchase the kind and amount of shares of stock and other securities
and property receivable upon such reclassification, capital reorganization and other change, consolidation, merger, sale or conveyance
by a holder of the number of shares of Common Stock which could have been purchased upon exercise of this Warrant immediately
prior to such reclassification, change, consolidation, merger, sale or conveyance, and (ii) the successor or acquiring entity
shall expressly assume the due and punctual observance and performance of each covenant and condition of this Warrant to be performed
and observed by the Company and all obligations and liabilities hereunder (including but not limited to the provisions of Section
6 regarding the increase in the number of Warrant Shares potentially issuable hereunder). Any such provision shall include provision
for adjustments which shall be as nearly equivalent as possible to the adjustments provided for in this Warrant. The foregoing
provisions of this Section 9 shall similarly apply to successive reclassifications, capital reorganizations and changes of shares
of Common Stock and to successive consolidations, mergers, sales or conveyances. In the event that in connection with any such
capital reorganization or reclassification, consolidation, merger, sale or conveyance, additional shares of Common Stock shall
be issued in exchange, conversion, substitution or payment, in whole in part, for a security of the Company other than Common
Stock, any such issue shall be treated as an issuance of Common Stock covered by the provisions of Section 6 of this Warrant.


 


10. TRANSFER
TO COMPLY WITH THE SECURITIES ACT. This Warrant, the Warrant Shares or any other security issued or issuable upon the
exercise of this Warrant may not be sold or otherwise disposed of except as follows:


 


 (a) to
a person who, in the opinion of counsel for the Company, is a person to whom this Warrant or Warrant Shares may legally be transferred
without registration and without the delivery of a current prospectus under the Securities Act with respect thereto and then only
against receipt by the Company of an agreement of such person to comply with the provisions of this Section 10 with respect to
any resale or other disposition of such securities, which agreement shall be satisfactory in form and substance to the Company
and its counsel; or 


 


 (b) to
any person upon delivery of a prospectus then meeting the requirements of the Securities Act relating to such securities and the
offering thereof for such sale or disposition.


 




    	 	6	 



     


    

 


11. GOVERNING
LAW; JURISDICTION. The corporate laws of the State of New York shall govern all issues concerning the relative rights
of the Company and its stockholders. All issues concerning the construction, validity, enforcement and interpretation of this
Warrant shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect
to the principles of conflicts of law thereof. The parties hereto agree that venue in any and all actions and proceedings related
to the subject matter of this Warrant shall be in the state and federal courts in and for New York, New York, which courts shall
have exclusive jurisdiction for such purpose, and the parties hereto irrevocably submit to the exclusive jurisdiction of such
courts and irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding. Service
of process may be made in any manner recognized by such courts. This Warrant and any term hereof may be changed, waived, discharged
or terminated only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge
or termination is sought.


 


12. NOTICES.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and
shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is delivered
via facsimile at the facsimile telephone number specified in this Section prior to 5:00 p.m. (New York City time) on a
Business Day, (b) the Business Day after the date of transmission, if such notice or communication is delivered via facsimile
at the facsimile telephone number specified in this Agreement later than 5:00 p.m. (New York City time) on any date and earlier
than 11:59 p.m. (New York City time) on such date, (c) the Business Day following the date of mailing, if sent by nationally recognized
overnight courier service, or (d) upon actual receipt by the party to whom such notice is required to be given. The address for
such notices and communications shall be as follows:


 


	 	If
    to the Company:	Acorn
    Energy, Inc.
	 	 	3844
    Kennett Pike
	 	 	Wilmington,
    DE 19807
	 	 	Attn:
    Christopher E. Clouser, Chairman
	 	 	 
	 	If
    to the Holder: 	Leap
    Tide Capital Management LLC
	 	 	10451
    Mill Run Circle Suite 400
	 	 	Owings
    Mills, MD 21117
	 	 	Attn:
    Jan H. Loeb


 


13.
 PAYMENT OF TAXES. The Company will pay the cost of all applicable documentary stamp taxes, if any, attributable
to the issuance of shares of Common Stock underlying this Warrant upon exercise of this Warrant; provided, however,
that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the registration
of any certificate for shares of Common Stock underlying this Warrant in a name other that of the Holder. The Holder is responsible
for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving shares of Common Stock
underlying this Warrant upon exercise hereof.


 


[Signature
Page Follows]


 




    	 	7	 



     


    

 


IN
WITNESS WHEREOF, this Warrant has been duly executed as of March 16, 2016.


 


	 	ACORN
    ENERGY, INC.
	 	 	 
	 	By:	 
	 	 	Christopher
    E. Clouser
	 	 	Chairman
	 	 	 
	 	By:	 
	 	 	Michael
    Barth
	 	 	Chief
    Financial Officer


 




    	 	8	 



     


    

 


Exhibit
A


FORM
OF EXERCISE NOTICE


(To
be signed only on exercise of Warrant)


 


TO:
Acorn Energy, Inc.


 


The
undersigned, pursuant to the provisions set forth in the attached Warrant (No.____), hereby irrevocably elects to purchase (check
applicable box):


 


___
shares of the Common Stock covered by such Warrant; or


 


___the
maximum number of shares of Common Stock covered by such Warrant pursuant to the cashless exercise procedure set forth in Sections
2(b) and (c) of this Warrant.


 


The
undersigned herewith makes payment of the full purchase price for such shares at the price per share provided for in such Warrant,
which is $___________. Such payment takes the form of (check applicable box or boxes):


 


	___	$__________
    in lawful money of the United States; and/or
	 	 
	___	the
    cancellation of such portion of the attached Warrant as is exercisable for a total of _______ shares of Common Stock (using
    a Fair Market Value of $_______ per share for purposes of this calculation); and/or
	 	 
	___	the
    cancellation of such number of shares of Common Stock as is necessary, in accordance with the formula set forth in Section
    2, to exercise this Warrant with respect to the maximum number of shares of Common Stock purchasable pursuant to the cashless
    exercise procedure set forth in Sections 2(b) and (c) thereof. 


 


The
undersigned requests that the certificates for such shares be issued in the name of, and delivered to ____________________________________
whose address is _____________________________________________ _______________________________________________________________________________________________


 


The
undersigned represents and warrants that all offers and sales by the undersigned of the securities issuable upon exercise of the
within Warrant shall be made pursuant to registration of the Common Stock under the Securities Act of 1933, as amended (the “Securities
Act”) or pursuant to an exemption from registration under the Securities Act.


 


	Dated:	 	 	 
	 	 	 	(Signature
    must conform to name of holder as specified on the face of the Warrant) 
	 	 	 	 
	 	 	 	 
	 	 	 	(Print
    or Type Name)
	 	 	 	 
	 	 	 	 
	 	 	 	(Address)
	 	 	 	 
	 	 	 	 
	 	 	 	(Social
    Security or Tax I.D. Number)


 




    	 	9	 



     


    

 


ASSIGNMENT
FORM


 


FOR
VALUE RECEIVED, __________________________________________ hereby sells, assigns and transfer unto:


 


	Name:	 	 
	 	 	 
	 	(Please
    typewrite or print in block letters)	 
	 	 	 
	 	 	 
	Address:	 	 
	 	 	 
	 	 	 


 


Social
Security or Employer Identification No.:__________________________


 


The
right to purchase Common Stock represented by this Warrant to the extent of shares as to which such right is exercisable and does
hereby irrevocably constitute and appoint __________________________________ as attorney to transfer the same on the books of
the Company with full power of substitution.


 


Dated:
_________________, 20__.


 


Signature:
_____________________________


 


Signature
Guaranteed:


 


 





 



 




    	 	10