Exhibit
10.3


 


ONDAS
HOLDINGS INC.


 


June
3, 2020


 


Mr.
Stewart Kantor


 


Re:
Amended and Restated Employment Agreement


 


Dear
Mr. Kantor:


 


This
letter agreement (the “Letter Agreement”), on behalf of Ondas Holdings Inc., a Nevada corporation (the “Company”)
to the undersigned individual (the “Executive” or “Employee”) constitutes an
Amended and Restated Employment Agreement of that certain Employment Agreement dated September 28, 2018. This Amended and Restated
Employment Agreement shall be effective on June 3, 2020 (the “Effective Date”) pursuant to the terms set forth below:


 


1. Position.
The Executive shall serve as the Company’s Chief Financial Officer (CFO), Treasurer and Secretary. The Executive’s responsibilities
shall be determined by board of directors of the Company. The Executive shall devote his full time, attention and ability to the
business of the Company, shall well and faithfully serve the Company, and shall use his best efforts to promote the interests
of the Company. His duties shall include all those duties customarily performed by the CFO,
Treasurer and Secretary. The Executive understands that his duties may involve significant travel from his place of employment
(both within and outside the country in which that place is located), and he agrees to travel as reasonably required in order
to fulfill his duties.


 


The
Executive agrees that he shall not accept any other appointments to the board of directors of any other entity without first obtaining
the written approval of Company, which approval shall not be unreasonably withheld.


 


2. Compensation
In connection with Executive’s employment, the Company will pay the following salary and other compensation:


 


(a) Salary.
Executive will be paid a base salary at the annual rate of $200,000.00 (“Base Salary”), payable in accordance with the
Company’s standard payroll practices.


 


(b)
 Other Compensation. Executive will be eligible to participate in the benefit
plans established for Company employees, including group life, health, and dental coverage (“Plan Benefits”); in each
case to the same extent and in the same manner as other similarly situated executives.


 


(c) Right
to Change Plans. Nothing in this letter will be construed to limit, condition or otherwise encumber the Company’s right to
amend, discontinue, substitute, or maintain any Plan Benefits or perquisite.


 


(d)
 Vacation/Paid Holidays. Executive shall accrue paid vacation at the rate of 21
days for each calendar year, subject to the terms of the Company’s vacation policy. Executive shall be compensated at the usual
rate of base compensation for any vacation days and shall also be entitled to paid Company Holidays as generally observed by the
Company. Company Holidays are currently defined as New Year’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day,
the day after Thanksgiving Day, and Christmas Day. In addition to Company Holidays, two floating holidays are granted each year;
one of which is Company-designated, and the second of which is by choice of the Executive.


 






     


     


    

 


All
payments in this Section 2 shall be subject to all required federal, state, and local withholding taxes. 


 


3. Expense
Reimbursement. Executive shall be entitled to reimbursement for ordinary, necessary, and reasonable out-of-pocket trade
or business expenses incurred in connection with performance of duties under this Letter Agreement. The reimbursement of all such
expenses shall be made upon presentation of evidence reasonably satisfactory to the Company of the amounts and nature of such
expenses and shall be subject to the reasonable approval of the Company’s executive officers or Board of Directors.


 


4. Additional
Agreements; Non-compete; Non-solicitation. Executive is expected to abide by Company rules and regulations, including
its social media policy (as set forth in the employee handbook) and its Insider Trading Policy, which are in force at the execution
of this Letter Agreement and which may be revised by the Company from time to time Executive will also be expected to sign and
comply with the Employment, Non-competition, Confidential Information and Intellectual Property Assignment Agreement attached
as Exhibit B, which requires, among other things, the assignment of rights to any intellectual property made
during Executive’s association with the Company, and non-disclosure of proprietary information.


 


5. At-Will
Employment. Executive’s employment with the Company will be “at will,” meaning that both the Executive
and the Company will be entitled to terminate Executive’s employment at any time and for any reason, with or without cause.
Although Executive’s job duties, title, compensation and benefits, as well as the Company’s human resources policies and procedures,
may change from time to time, the “at will” nature of Executive’s employment may only be changed in an
expressed written agreement signed by Executive and a duly authorized officer of the Company.


 


(a) Termination
for Cause. The Company may terminate Executive’s employment at any time for Cause. As used herein, “Cause”
is defined to mean (I) if Executive has been convicted of, or has pleaded guilty or nolo contendere to, any felony or a crime
involving moral turpitude; (II) if Executive has engaged in willful misconduct or materially failed or refused to perform the
duties reasonably assigned, or has performed such duties with evidenced gross negligence, or has breached any terms or conditions
of Executive’s agreements with the Company, and, following ten (10) days’ written notice of such conduct, failed to
cure it; or (III) if Executive has committed any fraud, embezzlement, misappropriation of funds, breach of fiduciary duty, or
other act of dishonesty against the Company. Upon termination for Cause, the Company will pay Executive’s (i) Base Salary
accrued through the date of termination, (ii) accrued and unused vacation through the date of termination, (iii) any unreimbursed
business expenses incurred through the date of termination (and otherwise payable in accordance with the Company’s expense reimbursement
policy), and (iv) all benefits accrued and vested through the date of termination pursuant to the Company’s Plan Benefits in which
Executive then participated (the “Accrued Obligations”) up to the date of the notice of termination, which
date shall be for all purposes of this Letter Agreement the date of termination of Executive’s employment. The Company will not
have any other compensation obligations to Executive.


 


(b) Termination
other than Death or Cause. The Company may terminate Executive’s employment for any reason not described in Section 5(a),
including Disability, at any time by giving written notice thereof, and the date on which Executive received such notice will
be Executive’s date of termination. Upon such a termination, the Company will provide Executive with the compensation described
in Section 6.


 






    2


     


    

 


“Disability”
means an injury, or physical or mental illness or incapacity of such character as to substantially disable Executive from
performing Executive’s duties hereunder for a period of more than six (6) months in the aggregate during any twelve
(12) month period; provided, however, to the extent any payment pursuant to this Letter Agreement is subject to Section 409A (as
defined in Section 13), a Disability shall be deemed to occur only if the Executive is considered “disabled” pursuant
to Section 409A. 


 


(c) Constructive
Termination. Executive may terminate Executive’s employment for Constructive Termination (as defined below) by giving
the Company written notice thereof thirty (30) days in advance of such effective date, which effective date shall be the date
of termination; provided, however, in the event Executive fails to give such notice within ninety (90) days after the occurrence
of an event constituting Constructive Termination, Executive will be deemed to have waived Executive’s right to terminate
employment for Constructive Termination. Upon such a termination, the Company will provide Executive with the compensation described
in Section 6. Absent Executive’s expressed agreement to the contrary, the term “Constructive Termination”
means:


 


(i) a
material reduction in Executive’s Base Salary;


 (ii) a failure of a successor of the Company to assume the obligations of this Letter Agreement;




(iii) a
material breach by the Company of this Letter Agreement;


 


provided
that, in each such case, the Company has thirty (30) days following receipt of such written notice from Executive to cure. The
Executive shall not be deemed to have terminated this Letter Agreement for Constructive Termination if the Executive terminates
this Letter Agreement later than six months following the initial existence of the above referenced event or condition which is
the basis for such termination. For purposes of this Section, an isolated, immaterial, and inadvertent action not taken in bad
faith by the Company that is remedied by the Company promptly after receipt of written notice thereof given by Executive will
not be considered Constructive Termination.


 


(d) Voluntary
Termination. Executive may terminate his employment at any time for a reason other than Constructive Termination, and the
effective date of termination will be the date on which such notice is received by the Company. The Company will pay Executive
the Accrued Obligations through the date of termination. The Company will have no other obligations to Executive.


 


(e) Board.
The termination of Executive’s employment hereunder for any reason shall automatically be deemed as Executive’s resignation from
the Board of Directors of the Company and any affiliates without any further action, except when the Board shall, in writing,
request a continuation of duty as a Director in its sole discretion.


 


6. Severance
Compensation. Notwithstanding the above if (i) Executive is terminated by the Company without Cause, (ii) Executive terminates
Executive’s employment due to Constructive Termination, or (iii) Executive’s employment terminates as a result of his Disability,
the Company will provide Executive the following compensation:


 


(a) The
Company will pay Executive (i) the Accrued Obligations through the date of termination, and (ii) Executive’s continued
Base Salary and Plan Benefits on a monthly basis for a period of twelve (12) months, following the date of termination. If Executive
is eligible to receive disability payments pursuant to a disability insurance policy paid for by the Company, Executive shall
assign such benefits to the Company for all periods as to which Executive is receiving payment under this Letter Agreement.


 






    3


     


    

 


(b) The
provision of the foregoing severance is conditioned upon Executive’s continued compliance with the terms of this Letter Agreement
and Executive executing, delivering to the Company and not revoking a signed general release and non-disparagement agreement (the
“Waiver and Release of Claims” in the form attached hereto as Exhibit A) within sixty (60)
days following his termination of employment. Notwithstanding anything to the contrary in this Letter Agreement, if the above
sixty (60) day release period straddles two (2) calendar years, no severance benefits shall be paid to the Executive until the
second calendar year (with any missed severance payments being paid to the Executive on the first payroll date occurring in the
second calendar year).


 


7.
Termination by Virtue of Death. In the event of Executive’s death while employed pursuant to this Letter
Agreement, all obligations of the parties hereunder shall terminate immediately, and the Company shall, pursuant to the Company’s
standard payroll policies, pay to Executive’s legal representatives the Accrued Obligations and any vested benefits that
Executive or Executives estate, may be entitled to receive under any Company policy or Plan Benefits. .


 


8. Outside
Activities During Employment; No Conflicting Obligations. In addition to any obligations contained in the Letter Employment,
Non-competition, Confidential Information and Intellectual Property Assignment Agreement attached as Exhibit B
so long as Executive renders services to the Company, Executive will not assist any person or organization in competing with the
Company, or in preparing to compete with the Company. Executive represents and warrants that Executive is under no obligations
or commitments, whether contractual or otherwise, that are inconsistent with Executive’s obligations under this Letter Agreement.
Executive represents and warrants that Executive will not use or disclose, in connection with Executive’s employment with
the Company, any trade secrets or other proprietary information or intellectual property in which Executive or any other person
has any right, title or interest and that Executive’s employment will not infringe or violate the rights of any other person.
Executive represents and warrants to the Company that Executive has returned all property and confidential information belonging
to any prior employer.


 


9. Withholding
Taxes. All forms of compensation referred to in this Letter Agreement are subject to reduction to reflect applicable withholding
and payroll taxes.


 


10. Entire
Agreement. This Letter Agreement and the agreements referred to in this Letter Agreement contain all of the terms of Executive’s
employment with the Company and supersede any prior understandings or agreements, whether oral or written, between Executive and
the Company.


 


11. Amendment.
This Letter Agreement may not be amended or modified except by an expressed written agreement signed by Executive and a duly authorized
officer of the Company.


 


12. Dispute
Resolution; Governing Law.


 


(a) This
Letter Agreement shall be construed and enforced in accordance with the internal laws of the State of Nevada applicable to contracts
wholly executed and performed therein without regard to any conflicts of laws rules.


 






    4


     


    

 


(b) If
any dispute (“Dispute”) between the Executive and the Company (each a “Party” and collectively, the “Parties”)
arising under this Letter Agreement cannot reasonably be resolved by the Parties through mutual negotiation, the Parties hereto
agree that the claim or dispute including the arbitrability of the Letter Agreement will be submitted to and decided by binding
arbitration under the Commercial Rules of the American Arbitration Association, except to the extent that the Commercial Rules
conflict with this provision, in which event, this Letter Agreement shall control. This arbitration provision shall not limit
the right of either Party prior to or during any such Dispute to seek, use, and employ ancillary, or preliminary rights and/or
remedies, judicial or otherwise, for the purpose of maintaining the status quo until such time as the arbitration award is rendered
or the Dispute is otherwise resolved. Within ten (10) calendar days of service of a Demand for Arbitration, the Parties shall
agree upon a sole arbitrator, or if a sole arbitrator cannot be agreed upon within ten (10) calendar days, then either Party may
apply to any judge in any court of competent jurisdiction in the city of Santa Clara County,
California for appointment of the arbitrator. The arbitrator(s) shall have the authority only to award equitable relief and compensatory
damages and shall not have the authority to award punitive damages or other non-compensatory damages. The arbitrator shall have
the right to award costs including expenses and attorneys’ fees incurred in connection with these dispute resolution procedures
and the fees, expenses and costs incurred by the arbitrator. The decision of the arbitrator(s) shall be final and binding and
may not be appealed. Any party may apply to any court having jurisdiction to enforce the decision of the arbitrator(s) and to
obtain a judgment thereon. All arbitration proceedings held pursuant to this Letter Agreement shall be held in Sunnyvale, California.
The discovery provision of the California Rules of Civil Procedure in effect at the time of arbitration shall be deemed incorporated
herein for the purpose of such arbitration proceedings. Either Party, at its sole discretion, may consolidate an arbitration conducted
under this Letter Agreement with any other arbitration to which it is a party provided that (i) the arbitration agreement governing
the other arbitration permits consolidation, (ii) the arbitrations to be consolidated substantially involve common questions of
law or fact, and (iii) the arbitrations employ materially similar procedural rules and methods for selecting arbitrator(s). This
agreement to arbitrate waives any right to trial by jury.


 


(c) Equitable
Remedies. Each of the Parties agree that disputes relating to or arising out of a breach of the covenants contained in
this Letter Agreement would likely require injunctive relief to maintain the status quo of the Parties pending the appointment
of an arbitrator pursuant to this Letter Agreement. The Parties hereto also agree that it would be impossible or inadequate to
measure and calculate the damages from any breach of the covenants contained in this Letter Agreement prior to resolution of any
dispute pursuant to arbitration. Accordingly, if either Party claims that the other Party has breached any covenant of the Intellectual
Property Agreement, that Party will have available, in addition to any other right or remedy, the right to obtain an injunction
from a court of competent jurisdiction restraining such breach or threatened breach and/or to specific performance of any such
provision of this Letter Agreement pending resolution of the dispute through arbitration. The Parties further agree that no bond
or other security shall be required in obtaining such equitable relief and hereby consents to the issuance of such injunction
and to the ordering of specific performance. However, upon appointment of an arbitrator, the arbitrator shall review any interim,
injunctive relief granted by a court of competent jurisdiction and shall have the discretion, jurisdiction, and authority to continue,
expand, or dissolve such relief pending completion of the arbitration of such dispute or controversy. The Parties agree that any
orders issued by the arbitrator may be enforced by any court of competent jurisdiction if necessary to ensure compliance by the
Parties.


 






    5


     


    

 


13. Code
Section 409. This Letter Agreement is intended to comply with Section 409A of the Internal Revenue Code, as amended from
time to time, and its implementing regulations and guidance (“Section 409A”). Executive hereby
agrees that the Company may, without further consent from Executive, make the minimum changes to this Letter Agreement as
may be necessary or appropriate to avoid the imposition of additional taxes or penalties to Executive pursuant to Section 409A.
The Company cannot guarantee that the payments and benefits that may be paid or provided pursuant to this Letter Agreement will
satisfy all applicable provisions of Section 409A.   If and to the extent required to comply with Section 409A, any
payment or benefit required to be paid under this Agreement on account of termination of Executive’s employment or service
(or any other similar term) shall be made only in connection with a “separation from service” with respect to Executive
within the meaning of Section 409A. Notwithstanding anything in this Letter Agreement to the contrary or otherwise, except to
the extent any expense, reimbursement or in-kind benefit provided pursuant to this Section does not constitute a “deferral
of compensation” within the meaning of Section 409A: (i) the amount of expenses eligible for reimbursement or in-kind benefits
provided to Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits
provided to Executive in any other calendar year; (ii) the reimbursements for expenses for which Executive is entitled to be reimbursed
shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred;
and (iii) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other
benefit. Notwithstanding the foregoing, in the event that the Executive is a “specified employee” (as described in
Section 409A), and any payment or benefit payable pursuant to this Agreement constitutes deferred compensation under Section 409A,
then no such payment or benefit shall be made before the date that is six months after the Executive’s “separation
from service” (as described in Section 409A) (or, if earlier, the date of the Executive’s death). Any payment or benefit
delayed by reason of the prior sentence shall be paid out or provided in a single lump sum at the end of such required delay period
in order to catch up to the original payment schedule.


 


This
Letter Agreement shall be deemed effective when signed below by the Executive.


 


	 	Sincerely
    yours,
	 	 
	 	ONDAS
    HOLDINGS INC.
	 	 	 
	 	By:
    	/s/
    Eric A. Brock
	 	 	 
	 	Name:  	Eric
    A. Brock
	 	 	 
	 	Title:  	Chief
    Executive Officer


  


	I
    have read and accept this Letter Agreement:	 
	 	 	 
	/s/
    Stewart Kantor	 
	Stewart
    Kantor	 
	 	 	 
	Dated:	June
    3, 2020	 





 






    6


     


    

 


EXHIBIT A


 


ONDAS
HOLDINGS INC.


 


Waiver
and Release of Claims


 


I
understand that this Release Agreement (“Release”), constitutes the complete, final, and exclusive embodiment of the
entire agreement between Ondas Holdings Inc. (the “Company”) and me with regard to the subject matter hereof. I am not
relying on any promise or representation by the Company that is not expressly stated herein.


 


In
consideration of benefits I will receive by virtue of my employment with the Company, I hereby release, acquit and forever discharge,
to the full extent permitted by law, the Company, its parents and subsidiaries, and their officers, directors, agents, employees,
shareholders, attorneys, successors, assigns and affiliates, of and from any and all claims, liabilities, demands, causes of action,
costs, expenses, attorneys fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise,
known and unknown, suspected and unsuspected, disclosed and undisclosed (other than any claim for indemnification I may have as
a result of any third party action against me based on my employment with, or service as a director of, the Company), arising
out of or in any way related to agreements, events, acts or conduct at any time prior to and including the date I execute this
Release, including, but not limited to: all such claims and demands directly or indirectly arising out of or in any way connected
with my employment with the Company or the termination of my employment, including but not limited to, claims of intentional and
negligent infliction of emotional distress, any and all tort claims for personal injury, claims or demands related to salary,
bonuses, commissions, stock, stock options, or any other equity or ownership interests in the Company, vacation pay, fringe benefits,
expense reimbursements, severance pay, or any other form of compensation; and claims pursuant to any federal, state or local law
or cause of action.


 


I
acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the ADEA. I also acknowledge
that the consideration given under the Letter Agreement for the waiver and release in the preceding paragraph hereof is in addition
to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required
by the ADEA, that: (A) my waiver and release do not apply to any rights or claims that may arise after the date I execute this
Release; (B) I have the right to consult with an attorney prior to executing this Release; (C) I have twenty-one (21) days to
consider this Release (although I may choose to voluntarily execute this Release earlier); (D) I have seven (7) days following
my execution of this Release to revoke the Release; and (E) this Release shall not be effective until the date upon which the
revocation period has expired, which shall be the eighth (8th) day after I execute this Release (provided that I have
returned it to the Company by such date).


 


I
acknowledge that in certain States the laws provide language similar to the following: “A general release does not extend
to claims which the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing
the release, which if known by him or her must have materially affected his settlement with the debtor or released party.”
I hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar
effect with respect to my release of any claims I may have against the Company, its affiliates, and the entities and persons specified
above.


 


I
will not in any way publicly disparage, call into disrepute, defame, slander or otherwise criticize the Company or its subsidiaries,
affiliates, successors, assigns, officers, directors, employees, shareholders, agents, attorneys or representatives, or any of
their products or services, in any manner that would damage the business or reputation of the Company, their products or services
or their subsidiaries, affiliates, successors, assigns, officers, directors, employees, shareholders, agents, attorneys or representatives.
I understand that nothing in this paragraph is intended to limit my ability to file a complaint or disclose any facts relating
to a complaint or charge with the Equal Employment Opportunity Commission (“EEOC”), the U.S. Securities and Exchange
Commission (“SEC”), or any other federal, state, or local government agency or commission, nor does anything in this
paragraph prevent me from disclosing factual information regarding any allegations made against the Company in any civil action
or administrative action for sexual harassment, sexual assault, workplace harassment or discrimination based upon sex, or retaliation
against a person for reporting sexual harassment, sexual assault, or workplace harassment or discrimination based upon sex. 


 


	Employee:	 
	 	 	 
	Date:	                 	 





 






    7


     


    

 


EXHIBIT B


 


ONDAS
HOLDINGS INC.


 


Employment,
Non-Competition, Confidential Information and Intellectual Property Assignment Agreement


 


As
a condition of my employment with Ondas Holdings Inc., its subsidiaries, affiliates, successors or assigns (together, the “Company”),
and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company,
I (the “Executive”) agree to the following terms under this Employment, Non-Competition, Confidential Information
and Intellectual Property Assignment Agreement (the “IP Agreement”):


 


1. Employment.


 


(a) I
understand and acknowledge that my employment with the Company is for an unspecified duration and constitutes “at-will”
employment. I acknowledge that this employment relationship may be terminated at any time, with or without good cause or for any
or no cause, at the option either of the Company or myself, with or without notice.


 


(b) I
agree that, during the term of my employment with the Company, I will not engage in any other employment, occupation, consulting
or other business activity related to the business in which the Company is now involved or becomes involved during the term of
my employment.


 


“Competitive
Business” means any business that supplies products or services competitive with those then supplied by the Company or which
the Company was contemplating supplying when the Executive was employed by the Company.


 


“Employment
Period” means the period during which the Executive is employed by the Company.


 


“Termination
Date” means the date that the Executive’s employment with the Company is terminated, for any reason, in accordance
with the Letter Agreement.


 


2. Non-Competition.


 


I
acknowledge that employment by the Company will give me access to the Confidential Information, and that my knowledge of the Confidential
Information will enable me to put the Company at a significant competitive disadvantage if I am employed or engaged by or become
involved in a Competitive Business. Accordingly, during the Employment Period and for one year after the Termination Date I will
not, directly or indirectly, individually or in partnership or in conjunction with any other Person:


 


(i)
be engaged in any manner whatsoever, including, without limitation, either individually or in partnership, jointly or in conjunction
with any other person, or as an employee, consultant, adviser, principal, agent, member, or proprietor in any Competitive Business;


 


(ii)
be engaged in any manner whatsoever, including, without limitation, either individually or in partnership, jointly or in conjunction
with any other person, or as an employee, consultant, adviser, principal, agent, member or proprietor in any Competitive Business
in a capacity in which the loyal and complete fulfilment of my duties to that Competitive Business would (i) inherently require
that I use, copy or transfer Confidential Information, or (ii) make beneficial any use, copy or transfer the Confidential Information;
or


 






    8


     


    

 


(iii)
advise, invest in, lend money to, guarantee the debts or obligations of, or otherwise have any other financial or other interest
(including an interest by way of royalty or other compensation arrangements) in or in respect of any person which carries on a
Competitive Business.


 


The
restriction in this Section 2 will not prohibit me from holding not more than 5% of the issued shares of a public company listed
on any recognized stock exchange or traded on any bona fide “over the counter” market anywhere in the world.


 


3. Confidential
Information.


 


(a) Company
Information. I agree at all times during the term of my employment and thereafter to hold in strictest confidence, and
not to use except for the benefit of the Company or to disclose to any person, firm or corporation without written authorization
of the Board of Directors of the Company, any Confidential Information of the Company. I understand that “Confidential Information”
means any Company proprietary information, technical data, trade secrets or know-how, including, but not limited to, research,
product plans, products, services, customer lists and customers (including, but not limited to, customers and suppliers of the
Company on whom I called or with whom I became acquainted during the term of my employment with the Company), markets, works of
original authorship, photographs, negatives, digital images, software, computer programs, know-how, ideas, developments, inventions
(whether or not patentable), processes, formulas, technology, designs, drawings, engineering, hardware configuration information,
forecasts, strategies, marketing, finances or other business information disclosed to me by the Company either directly or indirectly
in writing, orally or by drawings or observation or inspection of parts or equipment. Notwithstanding the foregoing, I further
understand that Confidential Information will not include any information which (i) was publicly known and made generally
available in the public domain prior to the time of disclosure by the disclosing party; (ii) becomes publicly known and made
generally available after disclosure by the Company to me through no action or inaction on my part; (iii) is already in my
possession at the time of disclosure as shown by my files and records prior to the time of disclosure; (iv) is obtained by
me from a third party without a breach of such third party’s obligations of confidentiality; (v) is independently developed
by me without use of or reference to the Company’s Confidential Information, as shown by my documents and other competent evidence
in my possession; or (vi) is required by law to be disclosed by me, provided that I will give the Company written notice of such
requirement prior to disclosing so that the Company may seek a protective order or other appropriate relief.


 


(b) Other
Employer Information. I agree that I will not, during my employment with the Company, improperly use or disclose any proprietary
information or trade secrets of any former or concurrent employer or other person or entity and that I will not bring onto the
premises of the Company any unpublished document or proprietary information belonging to any such employer, person or entity unless
consented to in writing by such employer, person or entity.


 


(c) Third
Party Information. I recognize that the Company has received and, in the future, will receive from third parties their
confidential or proprietary information subject to a duty on the Company’s part to maintain the confidentiality of such information
and to use it only for certain limited purposes. I agree to hold all such confidential or proprietary information in the strictest
confidence and not to disclose it to any person, firm or corporation or to use it except as necessary in carrying out my work
for the Company consistent with the Company’s agreement with such third party.








 






    9


     


    

 


(d) Required
Disclosures. In the event that I reasonably believe that I am required to disclose Confidential Information by applicable
law, regulation, or court order, I will disclose Confidential Information only to the extent necessary to comply with such applicable
law, regulation, or court order, and only after (i) using reasonable efforts, at the Company’s expense, to limit the disclosure
by means of a protective order or a request for confidential treatment and (ii) providing the Company at least fifteen (15) business
days to review, if permitted, the disclosure before it is made and to interpose its own objection(s) to the disclosure.


 


(e) Notice
of Immunity Under the Defend Trade Secrets Act of 2016. Notwithstanding any other provision of this Agreement, I understand
and acknowledge that I will not be held criminally or civilly liable under any federal or state trade secret law
for any disclosure of a trade secret that is made (i) in confidence to a federal, state, or local government official,
either directly or indirectly, or to an attorney; and solely for the purpose of reporting or investigating a suspected violation
of law; or (ii) in a complaint or other document that is filed under seal in a lawsuit or other proceeding.


 


I
further acknowledge that, if I file a lawsuit for retaliation by the Company for reporting a suspected violation of law, I may
disclose the Company trade secrets to my attorney and use the trade secret information in the court
proceeding so long as I (i) file any document containing the trade secret under seal; and (ii) do not disclose
the trade secret, except pursuant to court order.


 


4. Intellectual
Property.


 


(a) Assignment
of Intellectual Property. I agree that I will promptly make full written disclosure to the Company, will hold in trust
for the sole right and benefit of the Company, and hereby assign to the Company, or its designee, all my right, title, and interest
in and to any original works of authorship, inventions, concepts, improvements or trade secrets, whether or not patentable or
registrable under copyright or similar laws, which I may solely or jointly conceive or develop or reduce to practice, or cause
to be conceived or developed or reduced to practice, during my employment with the Company (collectively referred to as “Intellectual Property”)
and which (i) are developed using the equipment, supplies, facilities or Confidential Information of the Company, (ii) result
from or are suggested by work performed by me for the Company, or (iii) relate to the business, or to the actual or demonstrably
anticipated research or development of the Company. The Intellectual Property will be the sole and exclusive property of the Company.
I further acknowledge that all original works of authorship which are made by me (solely or jointly with others) within the scope
of and during the period of my employment with the Company and which are protectable by copyright are “works made for hire,”
as that term is defined in the United States Copyright Act. To the extent any Intellectual Property is not deemed to be work for
hire, then I will and hereby do assign all my right, title and interest in such Intellectual Property to the Company, except as
provided in Section 3(e).


 


(b) Exception
to Assignments. I understand that the provisions of this IP Agreement requiring assignment of Intellectual Property to
the Company are limited to Section 2870 of the California Labor Code, which is attached hereto as Appendix A,
and do not apply to any intellectual property that (i) I develop entirely on my own time; and (ii) I develop
without using Company equipment, supplies, facilities, or trade secret information; and (iii) do not result from any
work performed by me for the Company; and (iv) do not relate at the time of conception or reduction to practice to
the Company’s current or anticipated business, or to its actual or demonstrably anticipated research or development. Any such
intellectual property will be owned entirely by me, even if developed by me during the time of my employment with the Company.
I will advise the Company promptly in writing of any intellectual property that I believe meet the criteria for exclusion set
forth herein and are not otherwise disclosed pursuant to Section 3(a) above.


 






    10


     


    

 


(c) Patent
and Copyright Registrations. I agree to assist the Company, or its designee, at the Company’s expense, in every proper
way to secure the Company’s rights in the Intellectual Property and any copyrights, patents or other intellectual property rights
relating thereto in any and all countries, including the disclosure to the Company of all pertinent information and data with
respect thereto, the execution of all applications, specifications, oaths, assignments and all other instruments which the Company
shall deem necessary in order to apply for and obtain such rights and in order to assign and convey to the Company, its successors,
assigns, and nominees the sole and exclusive rights, title and interest in and to such Intellectual Property, and any copyrights,
patents or other intellectual property rights relating thereto. I further agree that my obligation to execute or cause to be executed,
when it is in my power to do so, any such instrument or papers shall continue after the termination of this IP Agreement. If the
Company is unable because of my mental or physical incapacity or for any other reason to secure my assistance in perfecting the
rights transferred in this IP Agreement, then I hereby irrevocably designate and appoint the Company and its duly authorized officers
and agents as my agent and attorney in fact, to act for and in my behalf and stead to execute and file any such applications and
to do all other lawfully permitted acts to further the prosecution and issuance of letters, patents or copyright registrations
thereon with the same legal force and effect as if executed by me. The designation and appointment of the Company and its duly
authorized officers and agents as my agent and attorney in fact shall be deemed to be coupled with an interest and therefore irrevocable.


 


(d) Maintenance
of Records. I agree to keep and maintain adequate and current written records of all Intellectual Property made by me
(solely or jointly with others) during my employment with the Company. The records will be in the form of notes, sketches, drawings,
and works of original authorship, photographs, negatives, digital images or any other format that may be specified by the Company.
The records will be available to and remain the sole property of the Company at all times.


 


(e) Intellectual
Property Retained and Licensed. I provide below a list of all original works of authorship, inventions, developments,
improvements, and trade secrets which were made by me prior to my employment with the Company (collectively referred to as “Prior Intellectual Property”),
which belong to me, which relate to the Company’s proposed business, products or research and development, and which are not assigned
to the Company hereunder; or, if no such list is attached, I represent that there is no such Prior Intellectual Property. If in
the course of my employment with the Company, I incorporate into Company property any Prior Intellectual Property owned by me
or in which I have an interest, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual,
worldwide license to make, have made, modify, use and sell such Prior Intellectual Property as part of or in connection with such
Company property.


 


	 	Prior
    Intellectual Property:	 	 
	 	 	 	Identifying
    Number
	 	Title	Date	or
    Brief Description
	 	 	 	 


 


(f) Return
of Company Documents. I agree that, at the time of leaving the employment of the Company, I will deliver to the Company
(and will not keep in my possession, recreate or deliver to anyone else) any and all works of original authorship, photographs,
negatives, digital images, devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings
blueprints, sketches, materials, equipment, other documents or property, or reproductions of any aforementioned items developed
by me pursuant to my employment with the Company or otherwise belonging to the Company, its successors or assigns. In the event
of the termination of my employment with the Company, I agree to sign and deliver the “Termination Certificate”
attached hereto as Appendix B.


 






    11


     


    

 


5. Notification
of New Employer. In the event that I leave the employment of the Company, I hereby grant consent to notification by the
Company to my new employer or consulting client about my rights and obligations under this IP Agreement.


 


6. No
Solicitation of Employees. In consideration of my employment with the Company and other valuable consideration, receipt
of which is hereby acknowledged, I agree that during the period of my employment with the Company as an Executive, officer and/or
director and for a period of twelve (12) months thereafter I shall not directly or indirectly solicit the employment of any person
who shall then be employed by the Company (as an employee or consultant) or who shall have been employed by the Company (as an
employee or consultant) within the prior twelve (12) month period, on behalf of myself or any other person, firm, corporation,
association or other entity.


 


7. No
Solicitation of Clients and Suppliers. I acknowledge the importance to the business carried on by the Company and the
client and supplier relationships developed by it and the unique opportunity that my employment and my access to the Confidential
Information offers to interfere with these relationships. Accordingly, I will not during my employment with the Company and for
a period of one (1) year thereafter directly or indirectly contact or solicit or accept unsolicited business from any person who
I know to be a prospective, current or former client or supplier of the Company for the purpose of selling to the client or buying
from the supplier any products or services that are the same as or substantially similar to, or in any way competitive with, the
products or services sold or purchased by the Company during my employment with the Company or at the end thereof, as the case
may be.


 


8. Representations.
I represent that my performance of all the terms of this IP Agreement will not breach any agreement to keep in confidence proprietary
information acquired by me in confidence or in trust prior to my employment with the Company. I have not entered into, and I agree
I will not enter into, any oral or written agreement in conflict herewith. I agree to execute any proper oath or verify any proper
document required to carry out the terms of this IP Agreement. I have had the opportunity to consult counsel of my choosing in
connection with this IP Agreement, which was presented to me upon the receipt of a formal offer of employment and no less than
ten (10) days before the commencement of my employment.


 


9. Arbitration
and Equitable Relief.


 


(a) Arbitration.
If any dispute between the parties (each a “Party” and collectively “Parties”) arising under this IP Agreement
cannot reasonably be resolved by the Parties through mutual negotiation, the Parties hereto agree that the claim or dispute including
the arbitrability of the IP Agreement will be submitted to and decided by binding arbitration under the Commercial Rules of the
American Arbitration Association, except to the extent that the Commercial Rules conflict with this provision, in which event,
this IP Agreement shall control. This arbitration provision shall not limit the right of either Party prior to or during any such
dispute to seek, use, and employ ancillary, or preliminary rights and/or remedies, judicial or otherwise, for the purpose of maintaining
the status quo until such time as the arbitration award is rendered or the dispute is otherwise resolved. Within ten (10) calendar
days of service of a Demand for Arbitration, the Parties shall agree upon a sole arbitrator, or if a sole arbitrator cannot be
agreed upon within ten (10) calendar days, then either Party may apply to any judge in any court of competent jurisdiction in
city of Santa Clara County, State of California for appointment of the arbitrator.
The arbitrator(s) shall have the authority only to award equitable relief and compensatory damages and shall not have the authority
to award punitive damages or other non-compensatory damages. The arbitrator shall have the right to award costs including expenses
and attorneys’ fee incurred in connection with these dispute resolution procedures and the fees, expenses and costs incurred
by the arbitrator. The decision of the arbitrator(s) shall be final and binding and may not be appealed. Any Party may apply to
any court having jurisdiction to enforce the decision of the arbitrator(s) and to obtain a judgment thereon. All arbitration proceedings
held pursuant to this IP Agreement shall be held in city of Sunnyvale, California. The discovery provision of the California Code
of Civil Procedure in effect at the time of arbitration shall be deemed incorporated herein for the purpose of such arbitration
proceedings. Either Party, at its sole discretion, may consolidate an arbitration conducted under this Agreement with any other
arbitration to which it is a Party provided that (i) the arbitration agreement governing the other arbitration permits consolidation,
(ii) the arbitrations to be consolidated substantially involve common questions of law or fact, and (iii) the arbitrations employ
materially similar procedural rules and methods for selecting arbitrator(s). This IP Agreement to arbitrate waives any right to
trial by jury.


 






    12


     


    

 


(b) Equitable
Remedies. Each of the Company and I agree that disputes relating to or arising out of a breach of the covenants contained
in this IP Agreement would likely require injunctive relief to maintain the status quo of the Parties pending the appointment
of an arbitrator pursuant to this IP Agreement. The Parties hereto also agree that it would be impossible or inadequate to measure
and calculate the damages from any breach of the covenants contained in this IP Agreement prior to resolution of any dispute pursuant
to arbitration. Accordingly, if either Party claims that the other Party has breached any covenant of this IP Agreement, that
Party will have available, in addition to any other right or remedy, the right to obtain an injunction from a court of competent
jurisdiction restraining such breach or threatened breach and/or to specific performance of any such provision of this IP Agreement
pending resolution of the dispute through arbitration. The Parties further agree that no bond or other security shall be required
in obtaining such equitable relief and hereby consents to the issuance of such injunction and to the ordering of specific performance.
However, upon appointment of an arbitrator, the arbitrator shall review any interim, injunctive relief granted by a court of competent
jurisdiction and shall have the discretion, jurisdiction, and authority to continue, expand, or dissolve such relief pending completion
of the arbitration of such dispute or controversy. The Parties agree that any orders issued by the arbitrator may be enforced
by any court of competent jurisdiction if necessary to ensure compliance by the Parties.


 


10. General
Provisions.


 


(a) Governing
Law; Consent to Personal Jurisdiction. This Intellectual Property Agreement will be governed by the laws of the State
of Nevada as they apply to contracts entered into and wholly to be performed within such state. Subject to Section 9(a) I hereby
expressly consent to the nonexclusive personal jurisdiction and venue of the state and federal courts in Santa
Clara County, California for any lawsuit filed there by either party arising from or relating to this IP Agreement.


 


(b) Entire
Agreement. This IP Agreement sets forth the entire agreement and understanding between the Company and me relating to
the subject matter herein and merges all prior discussions between us. No modification of or amendment to this IP Agreement, nor
any waiver of any rights under this IP Agreement, will be effective unless in writing signed by the Party to be charged. Any subsequent
change or changes in my duties, salary or compensation will not affect the validity or scope of this IP Agreement.


 


(c) Severability.
If one or more of the provisions in this IP Agreement are deemed void by law, then the remaining provisions will continue in full
force and effect.


 


11. Successors
and Assigns. This IP Agreement will be binding upon my heirs, executors, administrators
and other legal representatives and will be for the benefit of the Company, its successors, and its assigns.


 






    13


     


    

 





IN
WITNESS WHEREOF, the undersigned has executed this Employment, Confidential Information and Intellectual Property Assignment Agreement
as of May 19, 2020.


 


	 	By:	/s/
    Stewart Kantor
	 	 	 
	 	Name:	Stewart Kantor
	 	 
	 	Address:	 
	 	 	 
	 	 	 


 


	WITNESS	 	 
	 	 	 
	By:	/s/
    Eric A. Brock	 
	 	 	 
	Name:
    	Eric
    A. Brock	 
	 	 	 
	Address:	165
    Gibraltar Ct.	 
	 	 	 
	 	Sunnyvale,
    CA  94089	 





 






    14


     


    

 


APPENDIX A


 


California
Labor Code Section 2870. Application of provision that employee shall assign or offer to assign rights in invention to employer.


 


(a) Any
provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights
in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own
time without using the employer’s equipment, supplies, facilities, or trade secret information except for those inventions
that either:


 


(1) Relate
at the time of conception or reduction to practice of the invention to the employer’s business, or actual or demonstrably
anticipated research or development of the employer.


 


(2) Result
from any work performed by the employee for the employer.


 


(b) To
the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from
being required to be assigned under subdivision (a), the provision is against the public policy of this state and is unenforceable.








 






    15


     


    

 


APPENDIX B


 


ONDAS
HOLDINGS INC.


 


Termination
Certificate


 


This
is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals,
lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, other documents or property, or reproductions
of any aforementioned items belonging to Ondas Holdings Inc., its subsidiaries, affiliates, successors or assigns (together, the “Company”).


 


I
further certify that I have complied with all the terms of the Company’s Employment, Non-Competition, Confidential Information
and Intellectual Property Assignment Agreement signed by me (the “IP”), including the reporting of any Intellectual
Property (as defined therein), conceived or made by me (solely or jointly with others) covered by the IP Agreement.


 


I
further agree that, in compliance with the IP Agreement, I have returned or expunged all Confidential Information and will preserve
as confidential all trade secrets, confidential knowledge, data or other proprietary information relating to products, processes,
know-how, designs, formulas, developmental or experimental work, computer programs, data bases, other original works of authorship,
customer lists, business plans, financial information or other subject matter pertaining to any business of the Company or any
of its employees, clients, consultants or licensees.


 


	Date:
    	 	 	 
	 	 	 	(Signature)


 


 


16