Exhibit
10.1


 


AMENDMENT
NO. 1 TO


 


EQUITY
DISTRIBUTION AGREEMENT


 


October
26, 2022


 


This
Amendment No. 1 (“Amendment No. 1”) amends that certain Equity Distribution Agreement, dated as of March 22, 2022
(the “Agreement”), by and between Ondas Holdings Inc. (the “Company”) and Oppenheimer & Co.
Inc., as agent and/or principal (the “Agent”). Defined terms used herein and not otherwise defined shall have the
meaning assigned to such terms in the Agreement.


 


WITNESSETH
THAT:


 


WHEREAS,
Section 15 of the Agreement permits the Company and the Agent to amend the Agreement;


 


WHEREAS,
the Agreement allowed for the issuance and sale of an aggregate offering price of up to $50,000,000;


 


WHEREAS,
the Company and the Agent have determined to decrease the aggregate offering price to an amount up to $40,000,000;


 


WHEREAS,
on the date hereof, the Company has filed a new ATM Prospectus relating to an aggregate offering price of up to $40,000,000; and


 


WHEREAS,
the Company and the Agent now desire to amend the Agreement as provided herein.


 


NOW,
THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Company and the Agent agree as follows:


 


		1.	The
                                            definition of Maximum Amount contained in Section 1 of the Agreement shall refer to $40,000,000
                                            instead of $50,000,000.



 


		2.	Section
                                            15 of the Agreement is supplemented and amended such that this Amendment No. 1 and the
                                            Agreement, as amended hereby, constitute the entire agreement of the parties to the Agreement
                                            and supersedes all prior written or oral and all contemporaneous oral agreements, understandings
                                            and negotiations with respect to the subject matter hereof and thereof.



 


		3.	This
                                            Amendment No. 1 shall be deemed effective on the date first set forth above.



 


		4.	Except
                                            as amended hereby, the Agreement as now in effect is ratified and confirmed hereby in all
                                            respects. For the avoidance of doubt, this Amendment No. 1 and all of its provisions shall
                                            be deemed to be a part of the Agreement, as amended hereby.



 


		5.	This
                                            Amendment No. 1 shall be governed by, and construed in accordance with, the internal laws
                                            of the State of New York, without regard to the principles of conflicts of laws. Each party
                                            hereby irrevocably submits to the non-exclusive jurisdiction of the state and federal courts
                                            sitting in the City of New York, Borough of Manhattan, for the adjudication of any dispute
                                            hereunder or in connection with any transaction contemplated hereby, and hereby irrevocably
                                            waives, and agrees not to assert in any suit, action or proceeding, any claim that it is
                                            not personally subject to the jurisdiction of any such court, that such suit, action or proceeding
                                            is brought in an inconvenient forum or that the venue of such suit, action or proceeding
                                            is improper. Each party hereby irrevocably waives personal service of process and consents
                                            to process being served in any such suit, action or proceeding by mailing a copy thereof
                                            (certified or registered mail, return receipt requested) to such party at the address in
                                            effect for notices to it under this Amendment No. 1 and agrees that such service shall constitute
                                            good and sufficient service of process and notice thereof. Nothing contained herein shall
                                            be deemed to limit in any way any right to serve process in any manner permitted by law.



 


[Signature
page follows.]


 



     


     


    

 


If
the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof,
whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms.


 


	 	Very truly
    yours,
	 	 	 
	 	ONDAS HOLDINGS
    INC.
	 	 	 
	 	By: 	/s/
    Eric A. Brock
	 	 	Name: 	 Eric A. Brock
	 	 	Title:	 Chairman and Chief Executive Officer


 


The
foregoing Amendment is hereby confirmed and accepted by the Agent in New York, New York as of the date first above written.


 


	OPPENHEIMER
    & CO. INC.	 
	 	 	 
	By:	/s/
Peter Bennett	 
	 	Name: 	Peter Bennett	 
	 	Title: 	Managing Director	 



 


[Signature
Page to Amendment No. 1]