Exhibit 10.6


 


ONDAS
HOLDINGS INC.


FORM
OF 


CONSULTANT
NONSTATUTORY STOCK OPTION AGREEMENT


 






This
Consultant Nonstatutory Stock Option Agreement (“Agreement”)
is made and entered into as of the date set forth below, by and between Ondas Holdings Inc., a Nevada corporation (the “Company”),
and the following consultant to the Company (herein, the “Optionee”):


 


In
consideration of the covenants herein set forth, the parties hereto agree as follows:


 


1.
Option Information.


 


	 	(a)	Date of Option:	 	 


 


	 	(b)	Optionee:	 	 


 


	 	(c)	Number of Shares:	 	 


 


	 	(d)	Exercise Price:	 	 


 


2.
Acknowledgements.


 


	 	(a)
    Optionee is an independent consultant to the Company, not an employee;


 


	 	(b)
    The Board of Directors (the “Board” which term shall include an authorized committee of the Board of Directors)
    and shareholders of the Company have heretofore adopted the Zev Ventures, Inc. 2018 Incentive Stock Plan (the “Plan”),
    pursuant to which this Option is being granted; and


 


	 	(c)
    The Board has authorized the granting to Optionee of a nonstatutory stock option (“Option”) to purchase
    shares of common stock of the Company (“Stock”) upon the terms and conditions hereinafter stated and pursuant
    to an exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”) provided
    by Section 4(2) thereunder.


 


3.
Shares; Price. The Company hereby grants to Optionee the right to purchase, upon and subject to the terms and conditions
herein stated, the number of shares of Stock set forth in Section 1(c) above (the “Shares”) for cash (or other
consideration as is authorized under the Plan and acceptable to the Board, in their sole and absolute discretion) at the price
per Share set forth in Section 1(d) above (the “Exercise Price”).


 


4.
Term of Option. This Option shall expire, and all rights hereunder to purchase the Shares, shall terminate five (5) years
from the Date of Option. Nothing contained herein shall be construed to interfere in any way with the right of the Company to
terminate Optionee as a consultant to the Company, or to increase or decrease the compensation paid to Optionee from the rate
in effect as of the date hereof.


 


5.
Vesting of Option. Subject to the provisions of Sections 7 and 8 hereof, the Option Shares shall vest in installments as
follows:


 


This
Option may be exercised for any or all Option Shares, at any time or times after an installment becomes vested and until expiration
or termination of this Option.

 




     


     


    

 


6.
Exercise. This Option shall be exercised by delivery to the Company of (a) written notice of exercise stating the number
of Shares being purchased (in whole shares only) and such other information set forth on the form of Notice of Exercise attached
hereto as Appendix A, (b) a check or cash in the amount of the Exercise Price of the Shares covered by the notice (or such
other consideration as has been approved by the Board of Directors consistent with the Plan) and (c) a written investment representation
as provided for in Section 13 hereof. This Option shall not be assignable or transferable, except by will or by the laws of descent
and distribution, and shall be exercisable only by Optionee during his or her lifetime.


 


7.
Termination of Service. The termination of the Optionee’s service as a consultant to the Company shall not impact
the vesting of this Option pursuant to Section 5, and the Optionee shall have the right at any time within the term of this Option
to exercise in whole or in part this Option to the extent, but only to the extent, that this Option is exercisable pursuant to
Section 5; provided, however, if Optionee is terminated for reasons that would justify a termination of employment (“termination
for cause,”) as that term is defined by the terms of the Plan or this Option Agreement or by any agreement between
the Optionee and the Company, the vesting of this Option shall cease on the date of termination for cause and the Optionee’s
right to exercise all vested Shares covered by this Option shall be reduced to ninety (90) days after the date of termination
for cause. Unless earlier terminated, all rights under this Option shall terminate in any event on the expiration date of this
Option as defined in Section 4 hereof.


 


8.
Reserved.


 


9.
No Rights as Shareholder. Optionee shall have no rights as a shareholder with respect to the Shares covered by any installment
of this Option until the effective date of the issuance of shares following exercise of this to Option, and no adjustment will
be made for dividends or other rights for which the record date is prior to the date such stock certificate or certificates are
issued except as provided in Section 10 hereof.


 


10.
Recapitalization. Subject to any required action by the shareholders of the Company, the number of Shares covered by this
Option, and the Exercise Price thereof, shall be proportionately adjusted for any increase or decrease in the number of issued
shares resulting from a subdivision or consolidation of shares or the payment of a stock dividend, or any other increase or decrease
in the number of such shares effected without receipt of consideration by the Company; provided however that the conversion of
any convertible securities of the Company shall not be deemed having been “effected without receipt of consideration by
the Company.”


 


In
the event of a proposed dissolution or liquidation of the Company, a merger or consolidation in which the Company is not the surviving
entity, or a sale of all or substantially all of the assets or capital stock of the Company (collectively, a “Reorganization”),
this Option shall terminate immediately prior to the consummation of such proposed action, unless otherwise provided by the Board;
provided, however, if Optionee shall be a consultant at the time such Reorganization is approved by the stockholders, Optionee
shall have the right to exercise this Option but only to the extent, that this Option was exercisable as of such date, for a period
beginning 30 days prior to the consummation of such Reorganization and ending as of the Reorganization or the expiration of this
Option, whichever is earlier, subject to the consummation of the Reorganization. In any event, the Company shall notify Optionee,
at least 30 days prior to the consummation of such Reorganization, of his exercise rights, if any, and that the Option shall terminate
upon the consummation of the Reorganization.


 


Subject
to any required action by the shareholders of the Company, if the Company shall be the surviving entity in any merger or consolidation,
this Option thereafter shall pertain to and apply to the securities to which a holder of Shares equal to the Shares subject to
this Option would have been entitled by reason of such merger or consolidation, and the vesting provisions of Section 5 shall
continue to apply.


 



    2


     


    

 


In
the event of a change in the shares of the Company as presently constituted, which is limited to a change of all of its authorized
Stock without par value into the same number of shares of Stock with a par value, the shares resulting from any such change shall
be deemed to be the Shares within the meaning of this Option.


 


To
the extent that the foregoing adjustments relate to shares or securities of the Company, such adjustments shall be made by the
Board, whose determination in that respect shall be final, binding and conclusive. Except as hereinbefore expressly provided,
Optionee shall have no rights by reason of any subdivision or consolidation of shares of Stock of any class or the payment of
any stock dividend or any other increase or decrease in the number of shares of stock of any class, and the number and price of
Shares subject to this Option shall not be affected by, and no adjustments shall be made by reason of, any dissolution, liquidation,
merger, consolidation or sale of assets or capital stock, or any issue by the Company of shares of stock of any class or securities
convertible into shares of stock of any class.


 


The
grant of this Option shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations
or changes in its capital or business structure or to merge, consolidate, dissolve or liquidate or to sell or transfer all or
any part of its business or assets.


 


11.
Taxation upon Exercise of Option. Optionee understands that, upon exercise of this Option, Optionee will recognize income,
for Federal and state income tax purposes, in an amount equal to the amount by which the fair market value of the Shares, determined
as of the date of exercise, exceeds the Exercise Price. The acceptance of the Shares by Optionee shall constitute an agreement
by Optionee to report such income in accordance with then applicable law and to cooperate with Company in establishing the amount
of such income and corresponding deduction to the Company for its income tax purposes. Withholding for federal or state income
and employment tax purposes will be made, if and as required by law, from Optionee’s then current compensation, or, if such
current compensation is insufficient to satisfy withholding tax liability, the Company may require Optionee to make a cash payment
to cover such liability as a condition of the exercise of this Option.


 


12.
Modification, Extension and Renewal of Options. The Board or Committee, as described in the Plan, may modify, extend or
renew this Option or accept the surrender thereof (to the extent not theretofore exercised) and authorize the granting of a new
option in substitution therefore (to the extent not theretofore exercised), subject at all times to the Plan and the Code. Notwithstanding
the foregoing provisions of this Section 12, no modification shall, without the consent of the Optionee, alter to the Optionee’s
detriment or impair any rights of Optionee hereunder.


 


13.
Investment Intent; Restrictions on Transfer.


 


	 	(a)
    Optionee represents and agrees that if Optionee exercises this Option in whole or in part, Optionee will in each case acquire
    the Shares upon such exercise for the purpose of investment and not with a view to, or for resale in connection with, any
    distribution thereof; and that upon such exercise of this Option in whole or in part, Optionee (or any person or persons entitled
    to exercise this Option under the provisions of Sections 7 and 8 hereof) shall furnish to the Company a written statement
    to such effect, satisfactory to the Company in form and substance. If the Shares represented by this Option are registered
    under the Securities Act, either before or after the exercise of this Option in whole or in part, the Optionee shall be relieved
    of the foregoing investment representation and agreement and shall not be required to furnish the Company with the foregoing
    written statement.


 


	 	(b)
    Optionee further represents that Optionee has had access to the financial statements or books and records of the Company,
    has had the opportunity to ask questions of the Company concerning its business, operations and financial condition, and to
    obtain additional information reasonably necessary to verify the accuracy of such information.


 



    3


     


    

 


	 	(c)
    Unless and until the Shares represented by this Option are registered under the Securities Act, all certificates representing
    the Shares and any certificates subsequently issued in substitution therefor and any certificate for any securities issued
    pursuant to any stock split, share reclassification, stock dividend or other similar capital event shall bear legends in substantially
    the following form:


 


	 	THESE
        SECURITIES HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED UNDER THE SECURITIES ACT OF 1933 (THE ’SECURITIES ACT’)
        OR UNDER THE APPLICABLE OR SECURITIES LAWS OF ANY STATE. NEITHER THESE SECURITIES NOR ANY INTEREST THEREIN MAY BE SOLD,
        TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE
        SECURITIES LAWS OF ANY STATE, UNLESS PURSUANT TO EXEMPTIONS THEREFROM.

         

        THE
        SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO THAT CERTAIN NONSTATUTORY STOCK OPTION AGREEMENT DATED
        ____________ BETWEEN THE COMPANY AND THE ISSUEE WHICH RESTRICTS THE TRANSFER OF THESE SHARES WHICH ARE SUBJECT TO REPURCHASE
        BY THE COMPANY UNDER CERTAIN CONDITIONS.



 


and/or
such other legend or legends as the Company and its counsel deem necessary or appropriate. Appropriate stop transfer instructions
with respect to the Shares have been placed with the Company’s transfer agent.


 


14.
Stand-off Agreement. Optionee agrees that, in connection with any registration of the Company’s securities under
the Securities Act, and upon the request of the Company or any underwriter managing an underwritten offering of the Company’s
securities, Optionee shall not sell, short any sale of, loan, grant an option for, or otherwise dispose of any of the Shares (other
than Shares included in the offering) without the prior written consent of the Company or such managing underwriter, as applicable,
for a period of up to one year following the effective date of registration of such offering.


 


15.
Reserved


 


16.
Notices. Any notice required to be given pursuant to this Option or the Plan shall be in writing and shall be deemed to
be delivered upon receipt or, in the case of notices by the Company, five (5) days after deposit in the U.S. mail, postage prepaid,
addressed to Optionee at the address last provided by Optionee for use in Company records related to Optionee.


 


17.
Agreement Subject to Plan; Applicable Law. This Option is made pursuant to the Plan and shall be interpreted to comply
therewith. A copy of such Plan is available to Optionee, at no charge, at the principal office of the Company. Any provision of
this Option inconsistent with the Plan shall be considered void and replaced with the applicable provision of the Plan. This Option
has been granted, executed and delivered in the State of Nevada, and the interpretation and enforcement shall be governed by the
laws thereof and subject to the exclusive jurisdiction of the courts therein.


 


[SIGNATURE
PAGE TO FOLLOW]


 




    4


     


    

 


In
Witness Whereof, the parties hereto have
executed this Option as of the date first above written.


 


	 	ONDAS HOLDINGS INC.
	 	 	 
	 	By:	               
	 	Name:	 
	 	Title:	 
	 	 	 
	 	PARTICIPANT:
	 	 	 
	 	 
	 	Name:	 
	 	Address: 	 
	 	 	 




 




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Appendix
A


 


NOTICE
OF EXERCISE


 


ONDAS
HOLDINGS INC.


 


Re:
Nonstatutory Stock Option


 


Notice
is hereby given pursuant to Section 6 of my Nonstatutory Stock Option Agreement that I elect to purchase the number of shares
set forth below at the exercise price set forth in my option agreement:


 


Nonstatutory
Stock Option Agreement dated: ____________


 


Number
of shares being purchased: ____________


 


Exercise
Price: $____________


 


A
check in the amount of the aggregate price of the shares being purchased is attached.


 


I
hereby confirm that such shares are being acquired by me for my own account for investment purposes, and not with a view to, or
for resale in connection with, any distribution thereof. I will not sell or dispose of my Shares in violation of the Securities
Act of 1933, as amended, or any applicable federal or state securities laws.


 


I
agree to provide to the Company such additional documents or information as may be required pursuant to the Company’s 2018
Incentive Stock Plan.


 


	 	By:	 
	 	 	(signature)
	 	 	 
	 	Name: 	 


 


 




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