3844
Kennett Pike


Suite
204-4, Mall Building, Powder Mill Square


Greenville,
Delaware 19807


Phone:
(302) 656-1708 Fax: (302) 656-1703


 


March
28, 2016


 


Christopher
Clouser


 


 






 


 






 


Dear
Mr. Clouser:


 


By
our respective signatures below, we confirm that:


 


	 	1.	You
    have made a loan of $75,000 (the “Initial Loan”) to Acorn Energy, Inc. (“Acorn”) and Acorn has executed
    and delivered to you a promissory note in the form annexed annexed hereto as Exhibit A (the “Note”) which shall
    evidence the terms of the Initial Loan.
	 	 	 
	 	2.	You
    have agreed to loan up to an additional $75,000 (the “Additional Loans”) to Acorn upon request by Acorn from time
    to time. In connection with the receipt of any or all of the funds representing the Additional Loans, Acorn shall execute
    and deliver an additional Note or Notes substantially in the form of Exhibit A which shall evidence the Additional Loans.


 


Kindly
acknowledge your agreement with the foregoing, by signing below in the space provided for your name.


 


	 	Very
    truly yours,
	 	ACORN
    ENERGY, INC.
	 	 
	 	By:	 
	 	 	Jan
    Loeb, Chief Executive Officer


 


	AGREED
    AND ACCEPTED:	 	 
	 	 	 
	 	 	 
	Christopher
    Clouser	 	 


 




    	 	 	 



     

    

 


EXHIBIT
A


 


PROMISSORY
NOTE


 


	Principal
    Amount: $__________	 	Funding
    Date: ______, 2016                 


 


FOR
VALUE RECEIVED, Acorn Energy, Inc., a Delaware corporation (the “Borrower”), hereby promises to pay to the order of
Christopher Clouser or the holder of this Note (the “Lender”), on the Maturity Date (as defined below) at such place
of payment as the holder of this Promissory Note (this “Note”) may specify from time to time in writing, in lawful
money of the United States of America, a single payment equal to 115% of the Principal Amount set forth above, which payment shall
be in full satisfaction of any and all obligations of the Borrower to Lender under this Note. The Maturity Date shall be the earlier
of (i) the third business day following the date of the receipt by the Borrower of proceeds upon the closing of the contemplated
sale by the Borrower of a portion of its shares of DSIT Solutions Ltd. (the “DSIT Closing Date”) or (ii) September
1, 2016. .


 


By
written notice, the Lender, assuming that he is not at such time in possession of material inside information, may by written
notice to the Borrower on or prior to the day preceding Maturity Date, elect to all (but not part) of the amount payable to Lender
under this Note into Common Stock of the Borrower at a conversion price equal to the closing price of the Common Stock of the
Borrower on the principal market for such Common Stock on the trading day immediately preceding the Maturity Date.


 


This
Promissory Note has been negotiated and delivered to Lender and is payable in the State of Delaware. This Note shall be governed
by and construed and enforced in accordance with, the laws of the State of Delaware, excluding any conflicts of law rules or principles
that would cause the application of the laws of any other jurisdiction.


 


The
obligation to pay the principal of and any interest accrued on this note shall be parri passu with the indebtedness of Acorn under
the Loan and Security Agreement with Leap Tide Capital Partners III, LLC.


 


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