FIFTH
AMENDMENT

TO

LOAN AND SECURITY AGREEMENT


 


This
Fifth Amendment to Loan and Security Agreement (the “Amendment”) is made and entered into as of June
30, 2014, by and between SQUARE 1 BANK (“Bank”) and GRIDSENSE INC. (“Borrower”).


 


RECITALS


 


Borrower
and Bank are parties to that certain Loan and Security Agreement dated as of November 2, 2012 (as amended from time to time, the
“Agreement”). The parties desire to amend the Agreement in accordance with the terms of this Amendment.


 


NOW,
THEREFORE, the parties agree as follows:


 


	1)	Bank
    hereby consents to Borrower’s repayment of $275,000 in Subordinated Debt held by Acorn Energy, Inc. on or about February
    11, 2014. 
	 	 
	2)	The
    following defined term set forth in Exhibit A to the Agreement is hereby amended and restated, as follows:


 


“Revolving
Maturity Date” means June 29, 2015.


 


	3)	Pages
    4 and 5 of the Schedule of Exceptions attached to the Agreement are hereby replaced in their entity with the new Pages 4 and
    5 attached hereto as Appendix I. 
	 	 
	4)	Unless
    otherwise defined, all initially capitalized terms in this Amendment shall be as defined in the Agreement. The Agreement,
    as amended hereby, shall be and remain in full force and effect in accordance with its respective terms and hereby is ratified
    and confirmed in all respects. Except as expressly set forth herein, the execution, delivery, and performance of this Amendment
    shall not operate as a waiver of, or as an amendment of, any right, power, or remedy of Bank under the Agreement, as in effect
    prior to the date hereof. Borrower ratifies and reaffirms the continuing effectiveness of all agreements entered into in connection
    with the Agreement.
	 	 
	5)	Borrower
    represents and warrants that the representations and warranties contained in the Agreement are true and correct as of the
    date of this Amendment. 
	 	 
	6)	This
    Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together
    shall constitute one instrument.
	 	 
	7)	As
    a condition to the effectiveness of this Amendment, Bank shall have received, in form and substance satisfactory to Bank,
    the following:


 


	 	a)	this
    Amendment, duly executed by Borrower;



 


Gridsense
Inc. – 5th Amendment to LSA (Execution)


 



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	 	b)	a
    Subordination Agreement, duly executed by Acorn Energy, Inc., and acknowledged by Borrower; 
	 	 	 
	 	c)	payment
    of a $5,000 facility fee, which may be debited from any of Borrower’s accounts;
	 	 	 
	 	d)	payment
    for all Bank Expenses incurred through the date of this Amendment, including Bank’s expenses for the documentation of
    this Amendment, and any UCC, good standing or intellectual property search or filing fees, which may be debited from any of
    Borrower’s accounts; and 
	 	 	 
	 	e)	such
    other documents and completion of such other matters, as Bank may reasonably deem necessary or appropriate.


 


[Signature
Page Follows]


 


Gridsense
Inc. – 5th Amendment to LSA (Execution)


 




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IN
WITNESS WHEREOF, the undersigned have executed this Amendment as of the first date above written.


 


	GRIDSENSE INC.	 	SQUARE 1 BANK
	 	 	 	 	 
	By:
    	 	 	By:
    	 
	Name:
    	 	 	Name:
    	 
	Title:
    	 	 	Title:
    	 


 


[Signature
Page to Fifth Amendment to Loan and Security Agreement]


 


Gridsense
Inc. – 5th Amendment to LSA (Execution)


 




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APPENDIX
I


 


Intellectual
Property – Patents


 


PATENTS


 


	Description	 	Application
    OR 

Serial Number	 	Application
    OR 

Filing Date
	Systems
    & Methods for Providing Transformer Ratings using Harmonics Data	 	13/771270	 	2/20/2013


 




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Intellectual
Property – Trademarks


 


TRADEMARKS


 


	Description	 	Registration


    Number 	 	Registration


    Date	 	Application
    

Number	 	Application
    

Date
	GridSense	 	4312486	 	4/2/2013	 	85691621	 	7/31/2012
	DistributionIQ	 	4318395	 	4/9/2013	 	85520790	 	1/19/2012
	TransformerIQ	 	4264029	 	12/25/2012	 	85616898	 	5/4/2012
	BreakerIQ	 	4013606	 	8/16/2011	 	85062546	 	6/14/2010
	CableIQ	 	3991130	 	7/5/2011	 	85062531	 	6/14/2010
	LineIQ	 	3991129	 	7/5/2011	 	85062524	 	6/14/2010


 




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