Common use of Placement Clause in Contracts

Placement. (a) The Private Placement shall be a “best efforts” placement up to a maximum of $4.499 million (the “Private Placement Maximum Amount”) of Shares and Warrants, at an offering price equal to $1.05 per Share and accompanying one half of a Warrant (the “Purchase Price”). Each Share purchased by an Investor shall be accompanied by one half of a Warrant. Each full Warrant will to allow an Investor to purchase an additional share of Common Stock. The Warrants shall terminate five and one half years from their the date of issuance. (b) The Placement Agent will, on an exclusive basis, conduct the Private Placement on a “best efforts” basis to accredited investors only, as defined in Regulation D (as defined below). The Company shall conduct a closing (the “Closing”) on a date subsequent to the date on which the Private Placement Maximum Amount is subscribed for by Investors and accepted by the Company (the “Closing Date”). Unless terminated earlier in the Company’s sole discretion, the offering period for the Private Placement (“Private Placement Offering Period”) will expire on the date on which the Private Placement Maximum Amount is subscribed for and accepted by the Company at the Closing. The Closing shall be undertaken in a manner agreed to by the Company and Placement Agent. Unless, as of or prior to the Closing Date all conditions of the Private Placement have been satisfied by the Company and the Investors thereof, the Private Placement will be terminated and all subscription proceeds will be returned to Investors without interest or deduction. Acorn Energy October 30, 2014 Page 2 of 31 (c) The Private Placement will be made pursuant to Subscription Documents (as defined in Section 2 below) to be entered into by the Investors. The Securities will not be registered under the Securities Act of 1933, as amended, or any applicable successor statute (the “Securities Act”), but will be issued in reliance on the private offering exemption available under Section 4(2) of the Securities Act and the Rules and Regulations, as defined below, promulgated thereunder, including Regulation D (“Regulation D”). The Placement Agent understands that all subscriptions for Shares and Warrants are subject to acceptance by the Company. The Company reserves the right in its sole discretion to accept or reject any or all subscriptions for Securities, in whole or in part, regardless whether any funds have been deposited into an escrow account. Any subscription monies received by Placement Agent from Investors will be handled in accordance with Rule 15c2-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), whether or not Placement Agent is subject to the Exchange Act. As used herein, the term “Rules and Regulations” means the applicable rules and regulations promulgated under the Securities Act and the Exchange Act.

Placement. (a) The Private Placement Preferred Stock, which is the subject of the Placement, shall be a “best efforts” placement up consist of that number of shares (i) equal to a maximum minimum aggregate amount of $4.499 million 2,500,000 (the “Private Placement Maximum Minimum Amount”) divided by a purchase price of Shares and Warrants, at an offering the lower of: (A) $2.80 per share of Preferred Stock or (B) the price equal to a thirty (30) percent discount to the ten (10) day volume weighted average price of the Common Stock as reported by the NASDAQ Capital Market as of the close of business on the business day immediately preceding the date of the initial closing of the Placement, but in no event less than $1.05 2.00 per Share and accompanying one half share of a Warrant Preferred Stock (the “Purchase Price”), rounded up to the nearest whole share, and (ii) up to a maximum aggregate amount of $15,000,000 (the “Maximum Amount”) divided by the Purchase Price, rounded up to the nearest whole share, with such Minimum Amount subject to a decrease at the joint discretion of the Placement Agent and the Company and such Maximum Amount subject to an increase at the joint discretion of the Placement Agent and the Company equal to that number of shares of Preferred Stock equal to $10,000,000 divided by the Purchase Price, rounded up to the nearest whole share (such potential increase, the “Over-Allotment Option”). Each Share purchased by an Investor The minimum individual subscription amount shall be accompanied by one half $50,000 in aggregate amount of a Warrant. Each full Warrant will Preferred Stock, provided that the Company and the Placement Agent may agree, in their discretion, to allow an Investor to purchase an additional share of Common Stocksubscriptions for less than $50,000. The Preferred Stock, together with the Warrants, the Conversion Shares, the Warrant Shares, the Placement Agent Warrants shall terminate five (as defined below), and one half years from their the date Common Stock issuable upon exercise of issuancethe Placement Agent Warrants (the “Placement Agent Conversion Shares”), are referred to herein as the “Securities.” (b) The Placement Agent will, on an exclusive basis, conduct will be made by the Private Placement on a “best efforts” basis Company solely pursuant to accredited investors only, as defined in Regulation D the Offering Documents (as defined below). The Company shall conduct a closing (the “Closing”) on a date subsequent to the date on which the Private Placement Maximum Amount is subscribed for by Investors and accepted by the Company (the “Closing Date”). Unless terminated earlier in the Company’s sole discretion, the offering period for the Private Placement (“Private Placement Offering Period”) will expire on the date on which the Private Placement Maximum Amount is subscribed for and accepted by the Company at the Closing. The Closing shall be undertaken in a manner agreed to by the Company and Placement Agent. Unless, as of or prior to the Closing Date all conditions of the Private Placement have been satisfied by the Company and the Investors thereof, the Private Placement will be terminated and all subscription proceeds will be returned to Investors without interest or deduction. Acorn Energy October 30, 2014 Page 2 of 31 (c) The Private Placement will be made pursuant to Subscription Documents (as defined in Section 2 below) to be entered into by the Investors. The Securities will not be registered under the Securities Act of 1933, as amended, or any applicable successor statute (the “Securities Act”), but will be issued in reliance on the private offering exemption available under Section 4(24(a)(2) of the Securities Act and the Rules rules and Regulations, as defined below, regulations promulgated thereunder, including Regulation D of the Act (“Regulation D”). The Placement Agent understands that all subscriptions for Shares and Warrants the Investor Securities are subject to acceptance by the Company. The Each of the Company reserves and the Placement Agent reserve the right in its their sole discretion to accept or reject any or all subscriptions for Securities, Investor Securities in whole or in part, regardless of whether any funds have been deposited into an escrow account. Any subscription monies received by the Placement Agent from Investors will be handled in accordance with Rule 15c2-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), whether or not the Placement Agent is subject to the Exchange Act, and as otherwise may be prescribed by the terms of the Offering Documents (as defined in Section 2 below). (c) Until the Initial Closing (as defined below) is held, all subscription funds received shall be held by Collegiate Peaks Bank or such other escrow agent as the Company and Placement Agent may mutually agree (the “Escrow Agent”). As used hereinThe Placement Agent shall use reasonably commercial effort to obtain accurate and complete information from Investors in the Subscription Documents (as defined in Section 2 below), but shall not have any independent obligation to verify the term “Rules accuracy or completeness of any information contained in any Subscription Documents or the authenticity, sufficiency or validity of any check delivered by any prospective Investor in payment for the Investor Securities, nor shall the Placement Agent incur any liability with respect to any such verification or failure to verify. All subscription checks and Regulations” means funds shall be promptly and directly delivered without offset or deduction to the applicable rules and regulations promulgated under the Securities Act and the Exchange ActEscrow Agent.

Placement. (a) The Private securities of the Company which are the subject of the Placement shall consist of a minimum of One Million Dollars ($1,000,000) (the "Minimum Amount") and a maximum of Two Million Five Hundred Thousand Dollars ($2,500,000) (the "Maximum Amount"), subject to increase as set forth in Section (1)(b) below, of units (the "Units"), at a price per Unit of $50,000 (the "Unit Price"). It is expressly understood by the parties hereto that One Million Dollars ($1,000,000) of the Maximum Amount may include the Insider Amount (defined below). Each Unit shall consist of: (i) a number of shares (the "Shares") of common stock of the Company, par value $0.001 per share (the "Common Stock"), determined by dividing: (i) the Unit Price by (ii) a price equal to 50% of the 5-day average of the closing bid price of the shares of Common Stock on the OTC Bulletin Board (the "Common Stock Purchase Price") prior to the initial closing of the Placement (the "Initial Closing") or any subsequent closing of the Placement as contemplated hereby (each, a "Subsequent Closing" and together with the Initial Closing, each, a "Closing" and collectively, the "Closings"), with a floor (the "Lowest Permissible Purchase Price") on the Common Stock Purchase Price of Twenty Cents ($.20) and a ceiling (the "Maximum Purchase Price") on the Common Stock Purchase Price of Thirty Two and One Half Cents ($.325). If one or more Subsequent Closings occurs, the Common Stock Purchase Price for the Shares purchased in each prior Closing shall be adjusted to equal the lowest Common Stock Purchase Price for all of the Closings and the number of Shares and Warrants previously issued to purchasers in the Placement shall be adjusted accordingly so that each purchaser in the Placement purchases the Units at the same Common Stock Purchase Price; and (ii) a “best efforts” placement up warrant (each a "Warrant" and, collectively, the "Warrants") to purchase, at any time prior to the fifth (5th) anniversary following the date of issuance of the Warrant, a maximum number of $4.499 million shares of Common Stock equal to fifty percent (the “Private Placement Maximum Amount”50%) of the number of Shares and Warrantsincluded within each Unit, at an offering a price equal to $1.05 per Share and accompanying one half of a Warrant (the “Purchase Price”). Each Share purchased by an Investor shall be accompanied by one half of a Warrant. Each full Warrant will to allow an Investor to purchase an additional share of Common StockStock equal to two hundred percent (200%) of the of the 5-day average of the closing sales price of the shares of Common Stock on the OTC Bulletin Board prior to the applicable Closing (the "Warrant Exercise Price"). If one or more Subsequent Closings occurs, the Warrant Exercise Price of the Warrants purchased in each prior Closing shall be adjusted to equal the lowest Warrant Exercise Price for all of the Closings. The shares of Common Stock underlying each Warrant are referred to herein as the "Warrant Shares." The Units, the Shares, the Warrants, the Warrant Shares and the Placement Agent Warrants shall terminate five (and one half years from their underlying securities) are sometimes referred to collectively herein as the date "Securities." No fractional Shares or Warrants will be issued in connection with the Placement. All fractional Shares and Warrants to be issued in connection with the Placement, and all fractional Warrant Shares to be issued upon exercise of issuancethe Warrants, will be rounded up or down to the next full number of Shares, Warrants or Warrant Shares, as applicable. (b) The Placement Agent will, on an exclusive basis, conduct the Private Placement on a “"best efforts” basis " basis, it being understood and agreed, however, that the Placement Agent shall have the right, in its sole discretion, to accredited investors onlyinvite other NASD member firms to participate in the Placement, as defined in Regulation D and to pay (as defined below)or, with the reasonable agreement of the Company, cause the Company to pay) a portion of the compensation to be received by the Placement Agent pursuant to this Agreement to any such NASD member firm. The Company shall conduct not pursue any other equity financing (including convertible securities) of the Company's securities during the term of this Agreement. Additionally, the Company and the Placement Agent may mutually agree to increase the number of Units offered in the Placement up to a closing maximum of sixty (60) Units ($3,000,000), without notice to the Investors (defined below). (c) The Initial Closing is expected to be on or before the Termination Date (hereinafter defined) (the “Closing”"Initial Closing Date"), subject to extension by the Placement Agent in its sole discretion without notice to investors in the Placement (the "Investors"), and Subsequent Closings may be conducted during the Offering Period (defined below) on a date subsequent to until the date on which the Private Placement Maximum Amount is subscribed for by Investors and accepted by the Company (the “"Final Closing Date”"). Unless terminated earlier in the Company’s 's sole discretion, the offering period for the Private Placement (“Private Placement the "Offering Period”") will commence on the date hereof and expire on the earlier to occur of: (i) August 31, 2005 (the "Termination Date"), (ii) the date on which the Private Placement Maximum Amount is subscribed for and accepted by the Company at or (iii) the Closingtermination of the Placement pursuant to the terms of this Agreement. The Closing shall Termination Date may be undertaken in a manner agreed to extended by the Company and Placement Agent. Unless, as an additional 30 days by mutual agreement of or prior to the Closing Date all conditions of the Private Placement have been satisfied by the Company and the Investors thereofPlacement Agent without notice to the Investors. The minimum subscription amount per Investor shall be Fifty Thousand Dollars ($50,000), except that the Private Company and the Placement will be terminated Agent may, in their sole discretion and all subscription proceeds will be returned without notice to Investors without interest or deduction. Acorn Energy October 30the Investors, 2014 Page 2 of 31accept subscriptions for a lesser amount. (cd) The Private Placement will be made pursuant to Subscription Documents the Memorandum (as defined in Section 2 below) to be entered into by the Investors). The Securities will not be registered under the Securities Act of 1933, as amended, or any applicable successor statute (the “"Securities Act”"), but will be issued in reliance on the private offering exemption available under Section 4(2) of the Securities Act and the Rules and Regulations, Regulations (as defined below, ) promulgated thereunder, including Regulation D (“"Regulation D”"). The Placement Agent understands that all subscriptions for Shares and Warrants Units are subject to acceptance by the Company. The Company reserves and the Placement Agent reserve the right in its sole their reasonable discretion to accept or reject any or all subscriptions for SecuritiesUnits, in whole or in part, regardless whether any funds have been deposited into an escrow account. Any subscription monies received by the Placement Agent from Investors will be handled in accordance with Rule 15c2-4 under the Securities Exchange Act of 1934, as amended (the “"Exchange Act”"), whether or not the Placement Agent is subject to the Exchange Act, and as otherwise may be prescribed by the terms of the Memorandum. As used herein, the term “"Rules and Regulations” " means the applicable rules and regulations promulgated under the Securities Act and the Exchange Act. (e) Until the Initial Closing is held, all subscription funds received shall be held by American Stock Transfer & Trust Company (the "Escrow Agent") in a non-interest bearing escrow account established for such purpose (the "Escrow Account"). The Placement Agent shall not have any independent obligation to verify the accuracy or completeness of any information contained in any Subscription Documents (as defined in Section 2 below) or the authenticity, sufficiency or validity of any check delivered by any prospective Investor in payment for the Units, nor shall the Placement Agent incur any liability with respect to any such verification or failure to verify. All subscription checks and funds shall be promptly and directly delivered without offset or deduction to the Escrow Agent for deposit into the Escrow Account. (f) The Company's management shall have the right to convert bridge financing debt to be incurred prior to the Initial Closing into Units and the Company's management, directors and 5% shareholders (the "Insiders") shall have the right to participate as investors in the Offering; provided, however, that the Units which Insiders shall be entitled to purchase (directly or through bridge conversion) shall not exceed $1,000,000 in the aggregate (the "Insider Amount"); provided further, however, that the Placement Agent shall not be entitled to the compensation set forth in this Agreement with respect to the Insider Amount. If management introduces non-Insider investors who purchase Units in the Offering, then the Placement Agent shall be entitled to the same compensation as set forth in this Agreement.

Placement. (a) The Private Placement shall be a “"best efforts” " placement consisting of a minimum of thirteen (13) Units, or one million three hundred thousand dollars ($1,300,000) (the "PRIVATE PLACEMENT MINIMUM AMOUNT") and up to a maximum of forty (40) Units, or four million dollars ($4.499 million (the “Private Placement Maximum Amount”) of Shares and Warrants4,000,000), at an offering price equal to of $1.05 100,000 per Share and accompanying one half of a Warrant Unit (the “Purchase Price”"PRIVATE PLACEMENT MAXIMUM AMOUNT"). Each Share purchased by The Company has granted the Placement Agent the option to exercise an Investor shall be accompanied by one half of a Warrant. Each full Warrant will over-allotment option to allow an Investor sell up to purchase an additional share six (6) Units (the "OVER-ALLOTMENT OPTION"). The Notes and Warrants, or the other agreements or instruments entered into in connection with the Private Placement shall have such other features as are agreed to by the Company and Maxim and memorialized in the Offering Documents (as defined below) including, without limitation, the registration rights described in Section 1(e) below as well as those described in the subscription documents included in the Offering Documents, as defined below, for the shares of Common Stock. The Warrants shall terminate five and one half years from their Stock receivable upon the date conversion of issuancethe Notes, or upon the exercise of the Warrants, or issuable as part of the Units. (b) The Placement Agent Maxim will, on an exclusive basis, conduct the Private Placement on a “"best efforts” " basis to accredited investors onlyinvestors, as meant in Regulation D. If at least the Private Placement Minimum Amount has been subscribed for and accepted by the Company at any time during the Private Placement Offering Period, as defined in Regulation D (as defined below). The , the Company shall will promptly conduct a an initial closing (the “"INITIAL CLOSING") and may conduct subsequent closings (each, a "SUBSEQUENT CLOSING" and together with the Initial Closing”) on , each, a date subsequent to "CLOSING" and collectively, the "CLOSINGS"), until the date on which the Private Placement Maximum Amount is subscribed for by Investors and accepted by the Company (the “Closing Date”"FINAL CLOSING DATE"). Unless terminated earlier in the Company’s 's or Maxim's sole discretion, the offering period for the Private Placement (“Private Placement Offering Period”"PRIVATE PLACEMENT OFFERING PERIOD") will expire on the earlier to occur of: (i) May 27, 2005, unless extended in the mutual discretion of the Company and Maxim (the "TERMINATION DATE"), (ii) the date on which the Private Placement Maximum Amount is subscribed for and accepted by the Company at Company, or (iii) the Closingtermination of the Private Placement or this Agreement, but in any event no later than July 26, 2005. The Any Closing shall be undertaken in a manner agreed to by the Company and Placement AgentMaxim. Unless, as of or prior to the Closing Date all conditions of Unless the Private Placement have been satisfied Minimum Amount is subscribed for and accepted by the Company and by the Investors thereofTermination Date, the Private Placement will be terminated and all subscription proceeds will be returned to Investors without interest or deduction. Acorn Energy October 30, 2014 Page 2 of 31deduction The minimum subscription amount per investor shall be One Hundred Thousand Dollars ($100,000.00). (c) The Private Placement will be made pursuant to Subscription Documents (the Offering Documents, as defined in Section 2 below) to be entered into by the Investors. The Securities will not be registered under the Securities Act of 1933, as amended, or any applicable successor statute (the “Securities "Act”"), but will be issued in reliance on the private offering exemption available under Section 4(2) of the Securities Act and the Rules and Regulations, as defined below, promulgated thereunder, including Regulation D (“Regulation "REGULATION D”"). The Placement Agent Maxim understands that all subscriptions for Shares and Warrants Units are subject to acceptance by the Company. The Company reserves and Maxim reserve the right in its sole their reasonable discretion to accept or reject any or all subscriptions for SecuritiesUnits, in whole or in part, regardless whether any funds have been deposited into an escrow account. Any subscription monies received by Placement Agent Maxim from Investors will be handled in accordance with Rule 15c2-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”"EXCHANGE ACT"), whether or not Placement Agent Maxim is subject to the Exchange Act, and as otherwise may be prescribed by the terms of the Offering Documents (as defined in Section 2 below). As used herein, the term “Rules and Regulations” "RULES AND REGULATIONS" means the applicable rules and regulations promulgated under the Securities Act and the Exchange Act.

Placement. (a) The Private securities of the Company which are the subject of the Placement shall consist of a minimum of Two Million Dollars ($2,000,000) (the "Minimum Amount") and a maximum of Six Million Dollars ($6,000,000) (the "Maximum Amount") of units (the "Units"), at a price per Unit of $100,000 (the "Unit Price"), with each Unit consisting of: (i) a number of shares (the "Shares") of common stock of the Company, par value $0.01 per share (the "Common Stock"), determined by dividing: (i) the Unit Price by (ii) a price equal to 70% of the closing bid price of the shares of Common Stock on the OTC Bulletin Board (the "Common Stock Purchase Price") on the last trading day immediately prior to the initial closing of the Placement (the "Initial Closing") or on the last trading day immediately prior to any subsequent closing of the Placement as contemplated hereby (each, a "Subsequent Closing" and, together with the Initial Closing, each, a "Closing" and collectively, the "Closings"), with a floor (the "Lowest Permissible Purchase Price") on the Common Stock Purchase Price of Two Dollars ($2.00) and a ceiling (the "Maximum Purchase Price") on the Common Stock Purchase Price of Two Dollars and Forty Cents ($2.40). If one or more Subsequent Closings occurs, the Common Stock Purchase Price for the Shares purchased in each prior Closing shall be adjusted to equal the lowest Common Stock Purchase Price for all of the Closings and the number of Shares and Warrants previously issued to purchasers in the Placement shall be adjusted accordingly so that each purchaser in the Placement purchases the Units at the same Common Stock Purchase Price; and (ii) a “best efforts” placement up warrant (each a "Warrant" and, collectively, the "Warrants") to purchase, at any time prior to the fifth (5th) anniversary following the date of issuance of the Warrant, a maximum number of $4.499 million shares of Common Stock equal to fifty percent (the “Private Placement Maximum Amount”50%) of the number of Shares and Warrantsincluded within each Unit, at an offering a price equal to $1.05 per Share and accompanying one half of a Warrant (the “Purchase Price”). Each Share purchased by an Investor shall be accompanied by one half of a Warrant. Each full Warrant will to allow an Investor to purchase an additional share of Common StockStock equal to two hundred percent (200%) The Sagemark Companies, Ltd. October 14, 2004 Page 2 of 35 of the Common Stock Purchase Price (the "Warrant Exercise Price"). If one or more Subsequent Closings occurs, the Warrant Exercise Price of the Warrants purchased in each prior Closing shall be adjusted to equal the lowest Warrant Exercise Price for all of the Closings. The shares of Common Stock underlying each Warrant are referred to herein as the "Warrant Shares." The Units, the Shares, the Warrants, the Warrant Shares and the Placement Agent Warrants shall terminate five (and one half years from their underlying securities) are sometimes referred to collectively herein as the date "Securities." No fractional Shares or Warrants will be issued in connection with the Placement. All fractional Shares and Warrants to be issued in connection with the Placement, and all fractional Warrant Shares to be issued upon exercise of issuancethe Warrants, will be rounded up or down to the next full number of Shares, Warrants or Warrant Shares, as applicable. (b) The Placement Agent will, on an exclusive basis, conduct the Private Placement on a “"best efforts” basis " basis, it being understood and agreed, however, that the Placement Agent shall have the right, in its sole discretion, to accredited investors onlyinvite other NASD member firms to participate in the Placement, as defined in Regulation D and to pay (as defined below)or, with the reasonable agreement of the Company, cause the Company to pay) a portion of the compensation to be received by the Placement Agent pursuant to this Agreement to any such NASD member firm. The Company shall conduct not pursue any other equity financing (including convertible securities) of the Company's securities during the term of this Agreement. Additionally, the Company and the Placement Agent may mutually agree to increase the number of Units offered in the Placement up to a closing maximum of seventy-five (75) Units ($7,500,000), without notice to the Investors (defined below). (c) The Initial Closing is expected to be on or before the Termination Date (hereinafter defined) (the “Closing”"Initial Closing Date"), subject to extension by the Placement Agent in its sole discretion without notice to investors in the Placement (the "Investors"), and Subsequent Closings may be conducted during the Offering Period (defined below) on a date subsequent to until the date on which the Private Placement Maximum Amount is subscribed for by Investors and accepted by the Company (the “"Final Closing Date”"). Unless terminated earlier in the Company’s 's sole discretion, the offering period for the Private Placement (“Private Placement the "Offering Period”") will commence on the date hereof and expire on the earlier to occur of: (i) November 29, 2004 (the "Termination Date"), (ii) the date on which the Private Placement Maximum Amount is subscribed for and accepted by the Company or (iii) the termination of the Placement pursuant to the terms of this Agreement. The Termination Date may be extended by an additional 45 days at the Closingsole discretion of the Placement Agent without notice to the Investors. The Closing minimum subscription amount per Investor shall be undertaken in a manner agreed to by the Company and Placement Agent. UnlessOne Hundred Thousand Dollars ($100,000), as of or prior to the Closing Date all conditions of the Private Placement have been satisfied by except that the Company and the Investors thereofPlacement Agent may, in their sole discretion and without notice to the Private Placement will be terminated and all subscription proceeds will be returned to Investors without interest or deduction. Acorn Energy October 30Investors, 2014 Page 2 of 31accept subscriptions for a lesser amount. (cd) The Private Placement will be made pursuant to Subscription Documents the Memorandum (as defined in Section 2 below) to be entered into by the Investors). The Securities will not be registered under the Securities Act of 1933, as amended, or any applicable successor statute (the “"Securities Act”"), but will be issued in reliance on the private offering exemption available under Section 4(2) of the Securities Act and the Rules and Regulations, Regulations (as defined below, ) promulgated thereunder, including Regulation D (“"Regulation D”"). The Placement Agent understands that all subscriptions for Shares and Warrants are subject to acceptance by the Company. The Company reserves the right in its sole discretion to accept or reject any or all subscriptions for SecuritiesSagemark Companies, in whole or in partLtd. October 14, regardless whether any funds have been deposited into an escrow account. Any subscription monies received by Placement Agent from Investors will be handled in accordance with Rule 15c2-4 under the Securities Exchange Act 2004 Page 3 of 1934, as amended (the “Exchange Act”), whether or not Placement Agent is subject to the Exchange Act. As used herein, the term “Rules and Regulations” means the applicable rules and regulations promulgated under the Securities Act and the Exchange Act.35

Placement. Simultaneously with payment for and delivery of the Units at the closing of the Placement and subject to the following sentence, the Company shall: (aA) The Private pay to the Placement shall be Agent a “best efforts” placement up to a maximum of $4.499 million (the “Private Placement Maximum Amount”) of Shares and Warrants, at an offering price agent fee equal to $1.05 per Share 6% of the gross proceeds of Units sold in the Placement; and accompanying one half of a Warrant (B) issue to the “Purchase Price”). Each Share purchased by an Investor shall be accompanied by one half of a Warrant. Each full Warrant will to allow an Investor to purchase an additional share of Common Stock. The Warrants shall terminate five and one half years from their the date of issuance. (b) The Placement Agent will, on an exclusive basis, conduct the Private Placement on a “best efforts” basis to accredited investors only, as defined in Regulation D (as defined below). The Company shall conduct a closing (the “Closing”) on a date subsequent to the date on which the Private Placement Maximum Amount is subscribed for by Investors and accepted by the Company (the “Closing Date”). Unless terminated earlier or its designees five-year warrants in the Company’s sole discretion, the offering period for the Private Placement (“Private Placement Offering Period”) will expire on the date on which the Private Placement Maximum Amount is subscribed for and accepted by the Company at the Closing. The Closing shall form to be undertaken in a manner agreed to by the Company and the Placement Agent to purchase that number of Shares as equals 8% of the Shares and Warrant Shares underlying the Units sold in the Placement at exercise prices per Share equal to the Per Share Purchase Price and Market Price, respectively (the “Agent. Unless’s Warrants”); provided, as however, that if affiliates of or the Placement Agent have been appointed to the Board prior to the Closing Date all conditions pursuant to the provisions of Section 4(j) hereof, the Agent’s Warrants will be placed into escrow and issued to the Placement Agent upon receipt of the Private Approval; provided, however, that the Company may issue the Agent’s Warrants earlier if the directors affiliated with the Placement have been satisfied by Agent thereafter resign from the Board and the Company and the Investors thereofCommonwealth determine, the Private Placement will be terminated and all subscription proceeds will be returned to Investors without interest or deduction. Acorn Energy October 30after conferring with Nasdaq, 2014 Page 2 of 31 (c) The Private Placement will be made pursuant to Subscription Documents (as defined in Section 2 below) to be entered into by the Investors. The Securities that such issuance will not be registered under violate the Securities Act of 1933, as amended, or any applicable successor statute (the “Securities Act”), but will be issued in reliance on the private offering exemption available under Section 4(2) listing requirements of the Securities Act and the Rules and Regulations, as defined below, promulgated thereunder, including Regulation D (“Regulation D”). The Placement Agent understands that all subscriptions for Shares and Warrants are subject to acceptance by the CompanyNasdaq. The Company reserves shall also, upon presentation of appropriate receipts and invoices, reimburse the right in its sole discretion to accept or reject any or all subscriptions for Securities, in whole or in part, regardless whether any funds have been deposited into an escrow account. Any subscription monies received by Placement Agent from Investors will for up to $50,000 of its accountable expenses, including legal fees. With respect to Units purchased upon the conversion of Bridge Notes held by ComVest, the fees due to the Placement Agent pursuant to clauses (A) and (B) above shall be handled 4% and 6%, respectively; with respect to Units purchased by Kinecta Corporation, the fees due to the Placement Agent pursuant to clauses (A) and (B) above shall be 3% and 4%, respectively; and with respect to Units purchased by any of the investors listed on Exhibit A to the Term Sheet dated April 12, 2002, no fees shall be due to the Placement Agent pursuant to clauses (A) and (B) above unless the Placement Agent and the Company have entered into a fee-sharing arrangement with Ladenburg ▇▇▇▇▇▇▇▇. The Company shall also pay all expenses in accordance connection with Rule 15c2-4 the qualification of the Units under the Securities Exchange Act securities or Blue Sky laws of 1934, as amended (the “Exchange Act”), whether or not states which the Placement Agent is subject to the Exchange Act. As used hereinshall designate, the term “Rules including reasonable legal fees, filing fees and Regulations” means the applicable rules and regulations promulgated under the Securities Act and the Exchange Actdisbursements of Placement Agent’s counsel in connection with such Blue Sky matters.

Placement. (a) The Private securities of the Company which are the subject of the Placement shall be a “best efforts” placement up to a maximum Six Million Dollars ($6,000,000) of $4.499 million 7% Senior Secured Convertible Debentures ("Debentures") and Warrants (the “Private Placement Maximum Amount”"Warrants") equal to 100 % of the Conversion Shares (as defined in the Securities Purchase Agreement) (the Debentures and Warrants are referred to herein as the "Units") (the "MAXIMUM AMOUNT"). (i) The Units, the Debentures, the Warrants, the Warrant Shares and Warrants, at an offering price equal the Placement Agent Warrants (as both defined in the Securities Purchase Agreement) (and underlying securities) are sometimes referred to $1.05 per Share and accompanying one half of a Warrant (collectively herein as the “Purchase Price”). Each Share purchased by an Investor shall be accompanied by one half of a Warrant. Each full Warrant will to allow an Investor to purchase an additional share of Common Stock. The Warrants shall terminate five and one half years from their the date of issuance"SECURITIES." (b) The Placement Agent will, on an exclusive basis, conduct the Private Placement on a “"best efforts” basis " basis, it being understood and agreed, however, that the Placement Agent shall have the right, in its sole discretion, to accredited investors onlyinvite other NASD member firms to participate in the Placement, as defined in Regulation D and to pay (as defined below)or, with the reasonable agreement of the Company, cause the Company to pay) a portion of the compensation to be received by the Placement Agent pursuant to this Agreement to any such NASD member firm. The Company shall conduct a closing not pursue any other equity financing (including convertible securities) of the Company's securities during the term of this Agreement. (c) The Initial Closing is expected to be on or before the Termination Date (hereinafter defined) (the “Closing”"INITIAL CLOSING DATE"), subject to extension by the Placement Agent in its sole discretion without notice to investors in the Placement (the "INVESTORS"), and Subsequent Closings may be conducted during the Offering Period (defined below) on a date subsequent to until the date on which the Private Placement Maximum Amount is subscribed for by Investors and accepted by the Company (the “Closing Date”"FINAL CLOSING DATE"). Unless terminated earlier in the Company’s 's sole discretion, the offering period for the Private Placement (“Private Placement Offering Period”the "OFFERING PERIOD") will commence on the date hereof and expire on the earlier to occur of: (i) March 31, 2006 (the "TERMINATION DATE"), (ii) the date on which the Private Placement Maximum Amount is subscribed for and accepted by the Company at or (iii) the Closingtermination of the Placement pursuant to the terms of this Agreement. The Closing shall Termination Date may be undertaken in a manner agreed to extended by the Company and Placement Agent. Unless, as an additional 30 days by mutual agreement of or prior to the Closing Date all conditions of the Private Placement have been satisfied by the Company and the Investors thereof, Placement Agent without notice to the Private Placement will be terminated and all subscription proceeds will be returned to Investors without interest or deduction. Acorn Energy October 30, 2014 Page 2 of 31Investors. (cd) The Private Placement will be made pursuant to Subscription Documents the Securities Purchase Agreement (as defined in Section 2 below) to be entered into by the Investors). The Securities will not be registered under the Securities Act of 1933, as amended, or any applicable successor statute (the “Securities Act”"SECURITIES ACT"), but will be issued in reliance on the private offering exemption available under Section 4(2) of the Securities Act and the Rules and Regulations, Regulations (as defined below, ) promulgated thereunder, including Regulation D (“Regulation "REGULATION D”"). The Placement Agent understands that all subscriptions for Shares and Warrants Units are subject to acceptance by the Company. The Company reserves and the Placement Agent reserve the right in its sole their reasonable discretion to accept or reject any or all subscriptions for SecuritiesUnits, in whole or in part, regardless whether any funds have been deposited into an escrow account. Any subscription monies received by Placement Agent from Investors will be handled in accordance with Rule 15c2-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), whether or not Placement Agent is subject to the Exchange Act. As used herein, the term “Rules and Regulations” "RULES AND REGULATIONS" means the applicable rules and regulations promulgated under the Securities Act and the Exchange Act.

Placement. (a) The Private securities of the Company which are the subject of the Placement shall be a “best efforts” placement up to a maximum of Ten Million Dollars ($4.499 million 10,000,000) of 8% Senior Secured Convertible Debentures of at least a two year duration ("Debentures") and Class A Warrants and Class B Warrants (the “Private Placement Maximum Amount”"Warrants") equal to, in the aggregate, 100% of the Conversion Shares (as defined in the Securities Purchase Agreement) (the Debentures and Warrants are referred to herein as the "Units") (the "MAXIMUM AMOUNT"). (i) The Units, the Debentures, the Warrants, the Warrant Shares and Warrants, at an offering price equal the Placement Agent Warrants (as defined herein or in the Securities Purchase Agreement) (and underlying securities) are sometimes referred to $1.05 per Share and accompanying one half of a Warrant (collectively herein as the “Purchase Price”). Each Share purchased by an Investor shall be accompanied by one half of a Warrant. Each full Warrant will to allow an Investor to purchase an additional share of Common Stock. The Warrants shall terminate five and one half years from their the date of issuance"SECURITIES." (b) The Placement Agent will, on an exclusive basis, conduct the Private Placement on a “"best efforts” basis " basis, it being understood and agreed, however, that the Placement Agent shall have the right, in its sole discretion, to accredited investors onlyinvite other NASD member firms to participate in the Placement, as defined in Regulation D and to pay (as defined below)or, with the reasonable agreement of the Company, cause the Company to pay) a portion of the compensation to be received by the Placement Agent pursuant to this Agreement to any such NASD member firm. The Company shall conduct a closing not pursue any other equity financing (including convertible securities) of the Company's securities during the term of this Agreement. (c) The Closing is expected to be on or before the Termination Date (hereinafter defined) (the “Closing”) on a date subsequent " CLOSING DATE"), subject to the date on which the Private Placement Maximum Amount is subscribed for by Investors and accepted extension by the Placement Agent and the Company by mutual agreement without notice to investors in the Placement (the “"INVESTORS"); provided, however, that the Closing Date”)Date shall be held prior to June 30, 2006. Unless terminated earlier in the Company’s 's sole discretion, the offering period for the Private Placement (“Private Placement Offering Period”the "OFFERING PERIOD") will commence on the date hereof and expire on the earlier to occur of: (i) June 30, 2006 (the "TERMINATION DATE"), (ii) the date on which the Private Placement Maximum Amount is subscribed for and accepted by the Company at or (iii) the Closingtermination of the Placement pursuant to the terms of this Agreement. The Closing shall Termination Date may be undertaken in a manner agreed to extended by the Company and Placement Agent. Unless, as an additional 30 days by mutual agreement of or prior to the Closing Date all conditions of the Private Placement have been satisfied by the Company and the Investors thereof, Placement Agent without notice to the Private Placement will be terminated and all subscription proceeds will be returned to Investors without interest or deduction. Acorn Energy October 30, 2014 Page 2 of 31Investors. (cd) The Private Placement will be made pursuant to Subscription Documents the Securities Purchase Agreement (as defined in Section 2 below) to be entered into by the Investors). The Securities will not be registered under the Securities Act of 1933, as amended, or any applicable successor statute (the “Securities Act”"SECURITIES ACT"), but will be issued in reliance on the private offering exemption available under Section 4(2) of the Securities Act and the Rules and Regulations, Regulations (as defined below, ) promulgated thereunder, including Regulation D (“Regulation "REGULATION D”"). The Placement Agent understands that all subscriptions for Shares and Warrants Units are subject to acceptance by the Company. The Company reserves and the Placement Agent reserve the right in its sole their discretion to accept or reject any or all subscriptions for SecuritiesUnits, in whole or in partpart for any reason or for no reason whatsoever, regardless whether any funds have been deposited into an escrow account. Any subscription monies received by Placement Agent from Investors will be handled in accordance with Rule 15c2-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), whether or not Placement Agent is subject to the Exchange Act. As used herein, the term “Rules and Regulations” "RULES AND REGULATIONS" means the applicable rules and regulations promulgated under the Securities Act and the Exchange Act.

Placement. (a) The Private Placement shall be a “best efforts” placement consisting of a minimum of seventy-five (75) Units, or four million fifty thousand dollars ($4,050,000) (the “Private Placement Minimum Amount”) and up to a maximum of one hundred fifty (150) Units, or eight million dollars ($4.499 million 8,100,000), at an offering price of $54,000 per Unit (the “Private Placement Maximum Amount”). The Company has granted the Placement Agent the option to exercise an over-allotment option to sell up to an additional twenty-two and five tenths (22.5) of Units (the “Over-Allotment Option”). The Shares and Warrants, at an offering price equal or the other agreements or instruments entered into in connection with the Private Placement shall have such other features as are agreed to $1.05 per Share by the Company and accompanying one half of a Warrant Maxim and memorialized in the Offering Documents (as defined below) including, without limitation, the “Purchase Price”). Each Share purchased by an Investor shall be accompanied by one half of a Warrant. Each full Warrant will to allow an Investor to purchase an additional share registration rights described in Section 1(e) below as well as those described in the subscription documents included in the Offering Documents, as defined below, for the shares of Common StockStock receivable upon the exercise of the Warrants, or issuable as part of the Units. The Warrants shall terminate five and one half years from their the date of issuance. (b) The Placement Agent Maxim will, on an exclusive basis, conduct the Private Placement on a “best efforts” basis to accredited investors investors, only, as defined meant in Regulation D (D. If at least the Private Placement Minimum Amount has been subscribed for and accepted by the Company at any time during the Private Placement Offering Period, as defined below). The , the Company shall will promptly conduct a an initial closing (the “Initial Closing”) on and may conduct subsequent closings (each, a date subsequent to “Subsequent Closing” and together with the Initial Closing, each, a “Closing” and collectively, the “Closings”), until the date on which the Private Placement Maximum Amount is subscribed for by Investors and accepted by the Company (the “Final Closing Date”). Unless terminated earlier in the Company’s or Maxim’s sole discretion, the offering period for the Private Placement (“Private Placement Offering Period”) will expire on the earlier to occur of: (i) September 30, 2009, unless extended in the mutual discretion of the Company and Maxim (the “Termination Date”), (ii) the date on which the Private Placement Maximum Amount is subscribed for and accepted by the Company at Company, or (iii) the Closingtermination of the Private Placement or this Agreement, but in any event no later than December 31, 2009. The Any Closing shall be undertaken in a manner agreed to by the Company and Placement AgentMaxim. Unless, as of or prior to the Closing Date all conditions of Unless the Private Placement have been satisfied Minimum Amount is subscribed for and accepted by the Company and by the Investors thereofTermination Date, the Private Placement will be terminated and all subscription proceeds will be returned to Investors without interest or deduction. Acorn Energy October 30, 2014 Page 2 deduction The minimum subscription amount per investor shall be Fifty Four Thousand Dollars ($54,000.00) which amount may be reduced and partial Units may be issued and sold at the discretion of 31the Company and the Placement Agent. (c) The Private Placement will be made pursuant to Subscription Documents (the Offering Documents, as defined in Section 2 below) to be entered into by the Investors. The Securities will not be registered under the Securities Act of 1933, as amended, or any applicable successor statute (the “Securities Act”), but will be issued in reliance on the private offering exemption available under Section 4(2) of the Securities Act and the Rules and Regulations, as defined below, promulgated thereunder, including Regulation D (“Regulation D”). The Placement Agent Maxim understands that all subscriptions for Shares and Warrants Units are subject to acceptance by the Company. The Company reserves and Maxim reserve the right in its sole their reasonable discretion to accept or reject any or all subscriptions for SecuritiesUnits, in whole or in part, regardless whether any funds have been deposited into an escrow account. Any subscription monies received by Placement Agent Maxim from Investors will be handled in accordance with Rule 15c2-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), whether or not Placement Agent Maxim is subject to the Exchange Act, and as otherwise may be prescribed by the terms of the Offering Documents (as defined in Section 2 below). As used herein, the term “Rules and Regulations” means the applicable rules and regulations promulgated under the Securities Act and the Exchange Act.

Placement. (a) The Private securities of the Company which are the subject of the Placement shall be a “best efforts” placement up to a maximum of Ten Million Dollars ($4.499 million 10,000,000) of 8% Senior Secured Convertible Debentures of at least at two year duration ("Debentures") and Warrants (the “Private Placement Maximum Amount”"Warrants") equal to 50% of the Conversion Shares (as defined in the Securities Purchase Agreement) (the Debentures and Warrants are referred to herein as the "Units") (the "MAXIMUM AMOUNT"). (i) The Units, the Debentures, the Warrants, the Warrant Shares and Warrants, at an offering price equal the Placement Agent Warrants (as both defined in the Securities Purchase Agreement) (and underlying securities) are sometimes referred to $1.05 per Share and accompanying one half of a Warrant (collectively herein as the “Purchase Price”). Each Share purchased by an Investor shall be accompanied by one half of a Warrant. Each full Warrant will to allow an Investor to purchase an additional share of Common Stock. The Warrants shall terminate five and one half years from their the date of issuance"SECURITIES." (b) The Placement Agent will, on an exclusive basis, conduct the Private Placement on a “"best efforts” basis " basis, it being understood and agreed, however, that the Placement Agent shall have the right, in its sole discretion, to accredited investors onlyinvite other NASD member firms to participate in the Placement, as defined in Regulation D and to pay (as defined below)or, with the reasonable agreement of the Company, cause the Company to pay) a portion of the compensation to be received by the Placement Agent pursuant to this Agreement to any such NASD member firm. The Company shall conduct not pursue any other equity financing (including convertible securities) of the Company's securities during the term of this Agreement. Additionally, the Company and the Placement Agent may mutually agree to increase the amount of Debentures offered in the Placement up to a closing maximum of Thirteen Million Dollars ($13,000,000), without notice to the Investors (defined below). (c) The Initial Closing is expected to be on or before the Termination Date (hereinafter defined) (the “Closing”) on "INITIAL CLOSING DATE"), subject to extension by the Placement Agent and the Company by mutual agreement without notice to investors in the Placement (the "INVESTORS"), and a date subsequent closing shall be within 5 days after the Company's Certificate of Amendment to the date on Articles of Incorporation are filed with the State of Delaware pursuant to which the Private Placement Maximum Amount is shall subscribed for by Investors and accepted by the Company (the “"FINAL CLOSING DATE"); provided, however, that the Final Closing Date”)Date shall be held prior to June 30, 2006. Unless terminated earlier in the Company’s 's sole discretion, the offering period for the Private Placement (“Private Placement Offering Period”the "OFFERING PERIOD") will commence on the date hereof and expire on the earlier to occur of: (i) May 31, 2006 (the "TERMINATION DATE"), (ii) the date on which the Private Placement Maximum Amount is subscribed for and accepted by the Company at or (iii) the Closingtermination of the Placement pursuant to the terms of this Agreement. The Closing shall Termination Date may be undertaken in a manner agreed to extended by the Company and Placement Agent. Unless, as an additional 30 days by mutual agreement of or prior to the Closing Date all conditions of the Private Placement have been satisfied by the Company and the Investors thereof, Placement Agent without notice to the Private Placement will be terminated and all subscription proceeds will be returned to Investors without interest or deduction. Acorn Energy October 30, 2014 Page 2 of 31Investors. (cd) The Private Placement will be made pursuant to Subscription Documents the Securities Purchase Agreement (as defined in Section 2 below) to be entered into by the Investors). The Securities will not be registered under the Securities Act of 1933, as amended, or any applicable successor statute (the “Securities Act”"SECURITIES ACT"), but will be issued in reliance on the private offering exemption available under Section 4(2) of the Securities Act and the Rules and Regulations, Regulations (as defined below, ) promulgated thereunder, including Regulation D (“Regulation "REGULATION D”"). The Placement Agent understands that all subscriptions for Shares and Warrants Units are subject to acceptance by the Company. The Company reserves and the Placement Agent reserve the right in its sole their discretion to accept or reject any or all subscriptions for SecuritiesUnits, in whole or in partpart for any reason or for no reason whatsoever, regardless whether any funds have been deposited into an escrow account. Any subscription monies received by Placement Agent from Investors will be handled in accordance with Rule 15c2-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), whether or not Placement Agent is subject to the Exchange Act. As used herein, the term “Rules and Regulations” "RULES AND REGULATIONS" means the applicable rules and regulations promulgated under the Securities Act and the Exchange Act.