Exhibit 10.2


 


Execution Version


 


Convertible Notes


 


ONDAS HOLDINGS INC.


 


PLACEMENT AGENT AGREEMENT


 


October 26, 2022


 


Oppenheimer & Co. Inc.


85 Broad Street


New York, New York 10004


 


Ladies and Gentlemen:


 


Ondas Holdings Inc., a Nevada corporation
(the “Company”), proposes, subject to the terms and conditions contained herein, to sell directly to various investors
(each, an “Investor” and collectively, the “Investors”), pursuant to the terms of this Placement
Agent Agreement (this “Agreement”) and the Securities Purchase Agreement in the form of Exhibit A attached hereto
(the “Securities Purchase Agreement”) entered into with such Investors, (i) 3% Series A Senior Convertible Notes Due
2023 in the aggregate original principal amount of $34.5 million (the “Initial Convertible Notes”), which are convertible
into shares of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), and are exchangeable
at the option of the Investors pursuant to Section 1(e) of the Securities Purchase Agreement for 3% Series B-1 Convertible Notes in the
aggregate amount of the Initial Convertible Notes then outstanding (the “Exchange Convertible Notes”), which are also
convertible into shares of Common Stock and (ii) 3% Series B-2 Convertible Notes due the second anniversary of the closing date of the
issuance of such notes, which are convertible into shares of Common Stock, in the aggregate original principal amount of $34.5 million
(the “Additional Convertible Notes” and together with the Initial Convertible Notes and the Exchange Convertible Notes,
the “Convertible Notes”), each in accordance with the terms of the Convertible Notes, a form of which is attached hereto
as Exhibit B. The shares of Common Stock underlying the Convertible Notes are hereinafter referred to as the “Conversion
Shares.” The Convertible Notes and the Conversion Shares are hereinafter referred to as the “Securities.”
The Exchange Convertible Notes and any Additional Convertible Notes are to be issued pursuant to an Indenture or supplemental Indentures,
as applicable, to be executed on the Exchange Closing Date (as such term is defined in the Securities Purchase Agreement) and any Additional
Closing Date, respectively, and qualified on or prior to the date thereof (as amended or modified from time to time, the “Indenture”),
between the Company and Wilmington Savings Fund Society, FSB, as trustee (the “Trustee”).


 


The Company has prepared and filed
in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), the Trust Indenture
Act of 1939, as amended (the “TIA”), the published rules and regulations thereunder (the “Rules”)
adopted by the Securities and Exchange Commission (the “Commission”) and the TIA, a registration statement on Form
S-3 (No. 333-252571), which was declared effective as of February 5, 2021, including a related prospectus dated February 5, 2021 (the
“Base Prospectus”) relating to common stock, preferred stock, debt securities, warrants to purchase common stock, preferred
stock and/or debt securities, and units of the Company that may be sold from time to time by the Company in accordance with Rule 415 of
the Securities Act, and such amendments thereof as may have been required to the date of this Agreement. Copies of such Registration Statement
(including all amendments thereof and all documents deemed incorporated by reference therein) and of the related Base Prospectus have
heretofore been delivered by the Company or are otherwise available to you. The term “Registration Statement” as used
in this Agreement means the registration statement, including all exhibits, financial schedules and all documents and information deemed
to be part of the Registration Statement by incorporation by reference or otherwise, as amended from time to time, including the information
(if any) contained in the form of final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and deemed to be part
thereof at the time of effectiveness pursuant to Rule 430A of the Rules. If the Company has filed an abbreviated registration statement
to register additional Securities pursuant to Rule 462(b) under the Rules (the “462(b) Registration Statement”), then
any reference herein to the Registration Statement shall also be deemed to include such 462(b) Registration Statement. The term “Prospectus”
means the Base Prospectus, and any amendments or further supplements to such prospectus filed with the Commission, and including, without
limitation, the final prospectus supplement filed on the date hereof with the Commission pursuant to Rule 424(b) of the Rules, in the
form provided to the Placement Agent by the Company for use in connection with the proposed sale of the Securities to the Investors contemplated
by this Agreement, the Securities Purchase Agreement, the Convertible Notes and the Indenture through the date of such prospectus supplement.
The term “Effective Date” shall mean each date that the Registration Statement and any post-effective amendment or
amendments thereto became or become effective. Unless otherwise stated herein, any reference herein to the Registration Statement, the
Statutory Prospectus (as hereinafter defined) and the Prospectus shall be deemed to refer to and include the documents incorporated by
reference therein, including pursuant to Item 12 of Form S-3 under the Securities Act, which were filed under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”) on or before the date hereof or are so filed hereafter. Any reference
herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement,
the Statutory Prospectus or the Prospectus shall be deemed to refer to and include any such document filed or to be filed under the Exchange
Act after the date of the Registration Statement, the Statutory Prospectus or Prospectus, as the case may be, and deemed to be incorporated
therein by reference.


 






     


     


    

 


The Company hereby confirms its
agreement with Oppenheimer & Co. Inc. to act as placement agent (the “Placement Agent”) in accordance with the
terms and conditions hereof. The Placement Agent may retain other brokers or dealers to act as sub-agents or selected-dealers on its behalf
in connection with the Offering. The Company hereby confirms that the Placement Agent and dealers have been authorized to distribute or
cause to be distributed the Prospectus, and each Issuer Free Writing Prospectus (as hereinafter defined) and are authorized to distribute
the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the Placement
Agent).


 


1. Agreement
to Act as Placement Agent; Placement of Securities. On the basis of the representations, warranties and agreements of the Company
contained in, and subject to the terms and conditions of, this Agreement:


 


(a) 
The Placement Agent shall be the exclusive Placement Agent in connection with the offering and sale by the Company of the Securities from
time to time pursuant to the Registration Statement (such offering, the “Offering”), to be subject to market conditions
and negotiations between the Company and the prospective Investors. The Placement Agent will act on a reasonable efforts basis and the
Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities, or any portion thereof, in the
prospective Offering. Under no circumstances will the Placement Agent or any of their affiliates be obligated to underwrite or purchase
any of the Securities for its own account or otherwise provide any financing. The Placement Agent shall act solely as the Company’s
agent and not as principal. The Placement Agent shall have no authority to bind the Company with respect to any prospective offer to purchase
Securities and the Company shall have the sole right to accept offers to purchase Securities and may reject any such offer, in whole or
in part. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made
at the Closing (as defined below).


 


(b) Until
each Closing Date or earlier upon termination of this Agreement pursuant to Section 8, the Company shall not, without the prior written
consent of the Placement Agent, solicit or accept offers to purchase the Securities otherwise than through the Placement Agent.


 


(c) Subject
to the provisions of this Section 1, offers for the purchase of Securities may be solicited by the Placement Agent, as agent for the Company
at such times and in such amounts as the Placement Agent deems advisable. The Placement Agent shall communicate to the Company, orally
or in writing, each reasonable offer to purchase Securities received by it as agent of the Company. The Company shall have the sole right
to accept offers to purchase Securities and may reject any such offer, in whole or in part. The Placement Agent shall have the right,
in its discretion reasonably exercised, without notice to the Company, to reject any offer to purchase Securities received by it, in whole
or in part, and any such rejection shall not be deemed a breach of this Agreement.


 


(d) The
purchase of Securities by the Investors shall be evidenced by the execution of (i) a Securities Purchase Agreement in form and substance
consistent with Exhibit A hereto by each of the Investors and the Company and (ii) the Convertible Notes in form and substance
consistent with Exhibit B hereto by the Company. The acquisition of Exchange Convertible Notes and Additional Convertible Notes
shall also be evidenced, together at the time of such purchase with the Initial Convertible Notes, by the Indenture between the Company
and the Trustee, in form and substance satisfactory to the Placement Agent.


 


(e) As
compensation for services rendered, on each Closing Date, the Company shall pay to the Placement Agent by wire transfer of immediately
available funds to an account or accounts designated by the Placement Agent, an aggregate amount equal to 5.0% of the gross proceeds received
by the Company (the “Placement Fee”) from the sale of the Securities on such Closing Date. The Placement Agent may
retain other brokers or dealers to act as sub-agents or selected-dealers on their behalf in connection with the Offering, the fees of
which shall be paid out of the Placement Fee paid to the Placement Agent.


 


(f) No
Securities which the Company has agreed to sell pursuant to this Agreement and the Securities Purchase Agreement shall be deemed to have
been purchased and paid for, or sold by the Company, until such securities shall have been delivered to the Investor thereof against payment
by such Investor. If the Company shall default in its obligations to deliver such securities to an Investor whose offer it has accepted,
the Company shall indemnify and hold the Placement Agent harmless against any loss, claim, damage or expense arising from or as a result
of such default by the Company in accordance with the procedures set forth in Section 6(c) herein.


 






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2. Representations and
Warranties of the Company. The Company represents and warrants to the Placement Agent as of the date hereof and as of each Closing
Date (except to the extent expressly made as of an earlier date, in which case as of such earlier date), as follows:


 


(a) The
Company was at the time of the filing of the Registration Statement eligible to use Form S-3. As of the date of this Agreement, the Company
is eligible to use Form S-3 under the Securities Act, including the transaction requirements set forth in General Instruction I.B.1 of
such form, and is not subject to the limitations of General Instruction I.B.6 of such form. The Company is not, and has not been for at
least 12 calendar months prior to the filing of the Registration Statement, a shell company. The Company filed with the Commission the
Registration Statement on Form S-3, including a Base Prospectus, for registration under the Securities Act of the offering and sale of
the Securities, and the Company has prepared and used a Prospectus in connection with the offer and sale of the Securities. When the Registration
Statement or any amendment thereof or supplement thereto was or is declared effective, and as of the date of the most recent Amendment
to the Registration Statement, it (i) complied or will comply, in all material respects, with the requirements of the Securities Act and
the Rules, the Exchange Act and the rules and regulations of the Commission thereunder, and the TIA and (ii) did not or will not, contain
any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make
the statements therein not misleading. When the Prospectus was first filed with the Commission (whether filed as part of the Registration
Statement or any amendment thereto or pursuant to Rule 424 of the Rules) and when any amendment thereof or supplement thereto was first
filed with the Commission, such Prospectus as amended or supplemented complied in all material respects with the applicable provisions
of the Securities Act and the Rules and did not or will not contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which
they were made, not misleading. If applicable, the Prospectus delivered to the Placement Agent for use in connection with this offering
was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted
by Regulation S-T. Notwithstanding the foregoing, none of the representations and warranties in this paragraph 2(a) shall apply to statements
in, or omissions from, the Prospectus made in reliance upon, and in conformity with, information herein or otherwise furnished in writing
by the Placement Agent specifically for use in the Prospectus. With respect to the preceding sentence, the Company acknowledges that the
only information furnished in writing by the Placement Agent for use in the Prospectus is its name in the Prospectus (the “Placement
Agent Information”).


 


(b) As
of the Applicable Time (as hereinafter defined), none of (i) the price to the public and the number of Securities offered and sold, as
indicated on the cover page of the Prospectus, (ii) the Statutory Prospectus, or (iii) any individual Issuer Free Writing Prospectus listed
on Schedule II hereto, all considered together (collectively, the “General Disclosure Package”), included, includes
or will include any untrue statement of a material fact or omitted, omits or will omit to state any material fact required to be stated
therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
provided, however, that this representation and warranty shall not apply to statements in or omissions in the General Disclosure
Package made in reliance upon and in conformity with the Placement Agent Information.


 


Each Issuer Free Writing Prospectus (as hereinafter
defined), including any electronic road show (including without limitation any “bona fide electronic road show” as defined
in Rule 433(h)(5) under the Securities Act) (each, a “Road Show”) (i) is identified in Schedule II hereto and
(iii) complied when issued, and complies, in all material respects with the requirements of the Securities Act and the Rules and the Exchange
Act and the rules and regulations of the Commission thereunder.


 


As used in this Section and elsewhere
in this Agreement:


 


“Applicable Time”
means 9:00 a.m. (Eastern Standard Time) on the date of this Placement Agent Agreement.


 


“subsidiaries”
means Ondas Networks Inc. and American Robotics, Inc.


 


“Statutory Prospectus”
as of any time means the preliminary prospectus, if any, and the Base Prospectus, each as amended and supplemented immediately prior to
the Applicable Time, including any document incorporated by reference therein and any prospectus supplement deemed to be a part thereof.


 


“Issuer Free
Writing Prospectus” means each “free writing prospectus” (as defined in Rule 405 of the Rules) prepared by or on
behalf of the Company or used or referred to by the Company in connection with the offering of the Securities, including, without limitation,
each Road Show.


 


(c) The
Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration
Statement or suspending or preventing the use of the Prospectus or any “free writing prospectus”, as defined in Rule 405 under
the Rules, has been issued by the Commission and no proceedings for that purpose have been instituted or are threatened under the Securities
Act. Any required filing of the Prospectus and any supplement thereto pursuant to Rule 424(b) of the Rules has been or will be made in
the manner and within the time period required by such Rule 424(b). Any material required to be filed by the Company pursuant to Rule
433(d) or Rule 163(b)(2) of the Rules has been or will be made in the manner and within the time period required by such Rules.


 






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(d) The
documents incorporated by reference in the Registration Statement and the Prospectus, at the time they became effective or were filed
with the Commission, as the case may be, complied in all material respects with the requirements of the Securities Act or the Exchange
Act, as applicable, and the rules and regulations of the Commission thereunder, and none of such documents contained an untrue statement
of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading, and any further documents so filed and incorporated by reference
in the Registration Statement and the Prospectus, when such documents become effective or are filed with the Commission, as the case may
be, will conform in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and the rules
and regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not
misleading.


 


(e) The
Company has not, directly or indirectly, prepared, used or referred to any “free writing prospectus” (as defined in Rule 405
under the Securities Act).


 


(f) The
financial statements of the Company (including all notes and schedules thereto) included or incorporated by reference in the Registration
Statement, the General Disclosure Package, the Statutory Prospectus and Prospectus present fairly the financial position of the Company
and its consolidated subsidiaries at the dates indicated and the statement of operations, stockholders’ equity and cash flows of
the Company and its consolidated subsidiaries for the periods specified; and such financial statements and related schedules and
notes thereto, and the unaudited financial information filed with the Commission as part of the Registration Statement, have been prepared
in conformity with generally accepted accounting principles, consistently applied throughout the periods involved. The summary and selected
financial data included in the Statutory Prospectus and Prospectus present fairly the information shown therein as at the respective dates
and for the respective periods specified and have been presented on a basis consistent with the consolidated financial statements set
forth in the Prospectus and other financial information. The pro forma financial statements and the related notes thereto included in
the Registration Statement, the Statutory Prospectus and the Prospectus present fairly the information shown therein, have been prepared
in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled
on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are
appropriate to give effect to the transactions and circumstances referred to therein. To the knowledge of the Company, the financial statements
of American Robotics, Inc., a Delaware corporation (“American Robotics”), and AIROBOTICS, Ltd., a company organized
under the laws of the State of Israel (“Airobotics”), set forth or incorporated by reference in the Registration Statement,
the General Disclosure Package, the Statutory Prospectus and the Prospectus comply in all material respects with the applicable requirements
of the Securities Act and fairly present in all material respects the financial condition of the Company and its consolidated subsidiaries
as of the dates indicated and the results of operations and changes in cash flows for the periods therein specified; such financial statements
have been prepared in conformity with generally accepted accounting principles consistently applied throughout the periods involved.


 


(g) Rosenberg
Rich Baker Berman, P.A. (the “Auditor”), whose reports are filed with the Commission as part of the Registration Statement,
the General Disclosure Package, the Statutory Prospectus or the Prospectus, as applicable, is and, during the periods covered by their
reports, was, (x) an independent public accounting firm as required by the Securities Act and the Rules, (y) a registered public accounting
firm (as defined in Section 2(a)(12) of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”)) and
(z) not in violation of the auditor independence requirements of the Sarbanes-Oxley Act.


 


(h) To
the Company’s knowledge, Turner, Stone & Company, LLP (“Turner Stone”) and Kost Forer Gabbay & Kasierer,
a member of Ernst & Young Global (“EY Israel”), whose reports are filed with the Commission as part of the Registration
Statement, the General Disclosure Package, the Statutory Prospectus or the Prospectus, as applicable, is and, during the periods covered
by their reports, was, (x) an independent public accounting firm as required by the Securities Act and the Rules with respect to American
Robotics and Airobotics, respectively, (y) a registered public accounting firm (as defined in Section 2(a)(12) of the Sarbanes-Oxley Act)
and (z) not in violation of the auditor independence requirements of the Sarbanes-Oxley Act.


 






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(i) The
Company and the subsidiaries are duly organized, validly existing and in good standing under the laws of their respective jurisdictions
of incorporation or organization and each such entity has all requisite power and authority to carry on its business as is currently being
conducted as described in the Registration Statement, the General Disclosure Package, the Statutory Prospectus and the Prospectus, and
to own, lease and operate its properties. All of the issued shares of capital stock of, or other ownership interests in, each subsidiary
have been duly and validly authorized and issued and are fully paid and non-assessable and are owned, directly or indirectly, by the Company,
free and clear of any lien, charge, mortgage, pledge, security interest, claim, limitation on voting rights, equity, trust or other encumbrance,
preferential arrangement, defect or restriction of any kind whatsoever. The Company and each of its subsidiaries is duly qualified to
do business and is in good standing as a foreign corporation in each jurisdiction in which the nature of the business conducted by it
or location of the assets or properties owned, leased or licensed by it requires such qualification, except for such jurisdictions where
the failure to so qualify individually or in the aggregate would not have a material adverse effect on the assets, properties, condition,
financial or otherwise, or in the results of operations, business affairs or business prospects of the Company and its subsidiaries considered
as a whole (a “Material Adverse Effect”); and to the Company’s knowledge, no proceeding has been instituted in
any such jurisdiction revoking, limiting or curtailing, or seeking to revoke, limit or curtail, such power and authority or qualification.


 


(j) The
Company and each of its subsidiaries has all requisite corporate power and authority, and all necessary authorizations, approvals, consents,
orders, licenses, certificates and permits of and from all governmental or regulatory bodies or any other person or entity (collectively,
the “Permits”), to own, lease and license its assets and properties and conduct its business, all of which are valid
and in full force and effect, except where the lack of such Permits, individually or in the aggregate, would not have a Material Adverse
Effect. The Company and each of its subsidiaries has fulfilled and performed in all material respects all of its obligations with respect
to such Permits and no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof
or results in any other material impairment of the rights of the Company thereunder. Except as may be required under the Securities Act
and state and foreign Blue Sky laws, no other Permits are required to enter into, deliver and perform this Agreement and to issue and
sell the Securities.


 


(k) (i)
At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide
offer (within the meaning of Rule 164(h)(2) of the Rules) of the Securities and (ii) at the date hereof, the Company was not and is
not an “ineligible issuer,” as defined in Rule 405 of the Rules, including (but not limited to) the Company or any other subsidiary
in the preceding three years not having been convicted of a felony or misdemeanor or having been made the subject of a judicial or administrative
decree or order as described in Rule 405 of the Rules.


 


(l) The
Company or its subsidiaries own or possess the valid right to use all (i) valid and enforceable patents, patent applications, trademarks,
trademark registrations, service marks, service mark registrations, Internet domain name registrations, copyrights, copyright registrations,
licenses, trade secret rights (“Intellectual Property Rights”) and (ii) inventions, software, works of authorships,
trademarks, service marks, trade names, databases, formulae, know how, Internet domain names and other intellectual property (including
trade secrets and other unpatented and/or unpatentable proprietary confidential information, systems, or procedures) (collectively, “Intellectual
Property Assets”) necessary to conduct its business as currently conducted, and as proposed to be conducted and described in
the Registration Statement, the General Disclosure Package and the Prospectus. The Company has not received any notice of, nor is aware
of, any infringement of or conflict with asserted rights of others with respect to any Intellectual Property Rights or Intellectual Property
Assets. Further, the Company has not received any opinion from its legal counsel concluding that any activities of its business infringe,
misappropriate, or otherwise violate, valid and enforceable Intellectual Property Rights of any other person, and has not received written
notice of any challenge, which is to its knowledge still pending, by any other person to the rights of the Company with respect to any
Intellectual Property Rights or Intellectual Property Assets owned or used by the Company. To the Company’s knowledge, the Company’s
business as now conducted does not give rise to any infringement of, any misappropriation of, or other violation of, any valid and enforceable
Intellectual Property Rights of any other person. All licenses for the use of the Intellectual Property Rights described in the Registration
Statement, the General Disclosure Package and the Prospectus are valid, binding upon, and enforceable by or against the parties thereto
in accordance to its terms. The Company has complied in all material respects with, and is not in breach nor has received any asserted
or threatened claim of breach of any Intellectual Property license, and the Company has no knowledge of any breach or anticipated breach
by any other person to any Intellectual Property license. No claim has been made against the Company alleging the infringement by the
Company of any patent, trademark, service mark, trade name, copyright, trade secret, license in or other intellectual property right or
franchise right of any person. The Company has taken all reasonable steps to protect, maintain and safeguard its Intellectual Property
Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The consummation of the transactions contemplated
by this Agreement will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent
of any other person in respect of, the Company’s right to own, use, or hold for use any of the Intellectual Property Rights as owned,
used or held for use in the conduct of the business as currently conducted. The Company has at all times complied with all applicable
laws relating to privacy, data protection, and the collection and use of personal information collected, used, or held for use by the
Company in the conduct of the Company’s business. No claims have been asserted or threatened against the Company alleging a violation
of any person’s privacy or personal information or data rights and the consummation of the transactions contemplated hereby will
not breach or otherwise cause any violation of any law related to data privacy, data protection, or the collection and use of personal
information collected, used, or held for use by the Company in the conduct of the Company’s business. The Company takes reasonable
measures to ensure that such information is protected against unauthorized access, use, modification, or other misuse. The Company has
taken all necessary actions to obtain ownership of all works of authorship and inventions made by its employees, consultants and contractors
during the time they are or were employed by or under contract with the Company and which relate to the Company’s business. All
founders and key employees have signed confidentiality, non-disclosure and invention assignment agreements with the Company.


 






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(m) (i)(x)
To the knowledge of Company, there has been no security breach or other compromise of any Personal Data (as defined herein) and/or any
of the Company’s information technology and computer systems, networks, hardware, software used to store and/or process any Personal
Data (collectively, “IT Systems and Data”) and (y) the Company has not been notified of, and has no knowledge of any
event or condition that would reasonably be expected to result in, any security breach or other compromise to their IT Systems and Data;
(ii) the Company is presently in compliance with all applicable laws or statutes and all applicable judgments, orders, rules and regulations
of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy
and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation
or modification, if any, except as would not, in the case of this clause (ii), individually or in the aggregate, have a Material Adverse
Effect; and (iii) the Company has implemented backup and disaster recovery technology consistent with industry standards and practices.
“Personal Data” means (i) a natural person’s name, street address, telephone number, email address, photograph,
social security number, bank information, or customer or account number; (ii) any information which would qualify as “personally
identifying information” under the Federal Trade Commission Act, as amended; (iii) Protected Health Information as defined by Health
Insurance Portability and Accountability Act, as amended; and (iv) any other piece of information that identifies such natural person,
or his or her family, or identifies a specific person’s health condition or sexual orientation.


 


(n) Except
as described in the Registration Statement, the General Disclosure Package, the Statutory Prospectus and the Prospectus, the Company and
each of its subsidiaries has good and marketable title in fee simple to all real property, and good and marketable title to all other
property owned by it, in each case free and clear of all liens, encumbrances, claims, security interests and defects, except such as do
not materially affect the value of such property and do not materially interfere with the use made or proposed to be made of such property
by the Company and its subsidiaries. All property held under lease by the Company and its subsidiaries is held by them under valid, existing
and enforceable leases, free and clear of all liens, encumbrances, claims, security interests and defects, except such as are not material
and do not materially interfere with the use made or proposed to be made of such property by the Company and its subsidiaries.


 


(o) Subsequent
to the respective dates as of which information is given in the Registration Statement, the General Disclosure Package, the Statutory
Prospectus and the Prospectus, (i) there has not been any event which could have a Material Adverse Effect; (ii) neither the Company nor
any of its subsidiaries has sustained any loss or interference with its assets, businesses or properties (whether owned or leased) from
fire, explosion, earthquake, flood or other calamity, including a health epidemic or pandemic outbreak of infectious disease (including
without limitation, a further outbreak or escalation of COVID-19 or any related/mutated form of COVID-19), whether or not covered by insurance,
or from any labor dispute or any court or legislative or other governmental action, order or decree which would have a Material Adverse
Effect; and (iii) since the date of the latest balance sheet included in the Registration Statement, the General Disclosure Package and
the Prospectus, neither the Company nor its subsidiaries has (A) issued any securities (other than plans disclosed in the Registration
Statement, the General Disclosure Package and the Prospectus for securities issued pursuant to employee benefit plans, qualified stock
option plans or other employee compensation plans or pursuant to plans disclosed in the Registration Statement, the General Disclosure
Package and the Prospectus for outstanding options, rights or warrants) or incurred any liability or obligation, direct or contingent,
for borrowed money, except such liabilities or obligations incurred in the ordinary course of business, (B) entered into any transaction
(whether or not in the ordinary course of business) that is material to the Company and its subsidiaries taken as a whole or (C) declared
or paid any dividend or made any distribution on any shares of its stock or redeemed, purchased or otherwise acquired or agreed to redeem,
purchase or otherwise acquire any shares of its capital stock.


 


(p) There
is no document, contract or other agreement required to be described in the Registration Statement, the General Disclosure Package, the
Statutory Prospectus or the Prospectus or to be filed as an exhibit to the Registration Statement which is not described or filed as required
by the Securities Act or Rules. Each description of a contract, document or other agreement in the Registration Statement, the General
Disclosure Package, the Statutory Prospectus or the Prospectus accurately reflects in all respects the terms of the underlying contract,
document or other agreement. Each contract, document or other agreement described in the Registration Statement, the General Disclosure
Package, the Statutory Prospectus or the Prospectus or listed in the exhibits to the Registration Statement or incorporated by reference
is in full force and effect and is valid and enforceable by and against the Company or its subsidiaries, as the case may be, in accordance
with its terms. Neither the Company nor any of its subsidiaries, if a subsidiary is a party, nor to the Company’s knowledge, any
other party is in default in the observance or performance of any term or obligation to be performed by it under any such agreement, and
no event has occurred which with notice or lapse of time or both would constitute such a default, in any such case which default or event,
individually or in the aggregate, would have a Material Adverse Effect. No default exists, and no event has occurred which with notice
or lapse of time or both would constitute a default, in the due performance and observance of any term, covenant or condition, by the
Company or its subsidiaries, if a subsidiary is a party thereto, of any other agreement or instrument to which the Company or any of its
subsidiaries is a party or by which Company or its properties or business or a subsidiary or its properties or business may be bound or
affected which default or event, individually or in the aggregate, would have a Material Adverse Effect.


 






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(q) The
statistical and market related data included in the Registration Statement, the General Disclosure Package, the Statutory Prospectus or
the Prospectus are based on or derived from sources that the Company believes to be reliable and accurate.


 


(r) Neither
the Company nor any subsidiary (i) is in violation of its certificate or articles of incorporation, by-laws, certificate of formation,
limited liability company agreement, partnership agreement or other organizational documents, (ii) is in default under, and no event has
occurred which, with notice or lapse of time, or both, would constitute a default under, or result in the creation or imposition of any
lien, charge, mortgage, pledge, security interest, claim, limitation on voting rights, equity, trust or other encumbrance, preferential
arrangement, defect or restriction of any kind whatsoever, upon, any property or assets of the Company or any subsidiary pursuant to,
any bond, debenture, note, indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it is a party
or by which it is bound or to which any of its properties or assets is subject or (iii) is in violation of any statute, law, rule, regulation,
ordinance, directive, judgment, decree or order of any judicial, regulatory or other legal or governmental agency or body, foreign or
domestic, except (in the case of clauses (ii) and (iii) above) for violations or defaults that could not (individually or in the aggregate)
reasonably be expected to have a Material Adverse Effect.


 


(s) This
Agreement has been duly authorized, executed and delivered by the Company. Each of the Securities Purchase Agreement and the Convertible
Note has been duly authorized by the Company, and, upon their execution and delivery, will be valid and binding obligations of the Company
enforceable against it in accordance with their respective terms, except as limited by general equitable principles and applicable bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance and other laws of general application affecting enforcement of creditors’
rights generally.


 


(t) Prior
to the issuance of the Exchange Convertible Notes and any Additional Convertible Notes, the Indenture and any supplemental Indentures,
as applicable, will be duly authorized by the Company, will be filed and qualified under the TIA, and when executed and delivered by the
Company (assuming the authorization, execution and delivery by the Trustee), will be a valid and binding instrument of the Company, enforceable
against it in accordance with its terms, except as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance and other laws of general application affecting enforcement of creditors’ rights generally; and
the Indenture will conform to the description thereof in the Registration Statement, the General Disclosure Package, the Statutory Prospectus
and the Prospectus.


 


(u) The
Conversion Shares, when issued, paid for and delivered by the Company to the Investors pursuant to the Securities Purchase Agreement or
upon exercise of the Convertible Notes, will be duly authorized and validly issued, fully paid and non-assessable and will conform to
the descriptions thereof in the Registration Statement, the General Disclosure Package, the Statutory Prospectus and the Prospectus; the
Conversion Shares have been reserved for issuance pursuant to the terms of the Securities Purchase Agreement and the Convertible Notes.


 


(v) The
Company has entered into a Securities Purchase Agreement with the Investors that contains certain representations, warranties and covenants
of the Company. Such representations, warranties, covenants and agreements may be relied upon by the Placement Agent as a third party
beneficiary thereof. The Securities Purchase Agreement has been executed and delivered by the Company and the Investors and is enforceable
against the Investors in accordance with its terms.


 


(w) Neither
the execution, delivery and performance of this Agreement, the Securities Purchase Agreement, the Indenture and the Convertible Notes
by the Company nor the consummation of any of the transactions contemplated hereby (including, without limitation, the issuance and sale
by the Company of the Securities) will give rise to a right to terminate or accelerate the due date of any payment due under, or conflict
with or result in the breach of any term or provision of, or constitute a default (or an event which with notice or lapse of time or both
would constitute a default) under, or require any consent or waiver under, or result in the execution or imposition of any lien, charge
or encumbrance upon any properties or assets of the Company or its subsidiaries pursuant to the terms of, any indenture, mortgage, deed
of trust or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which either the Company or
its subsidiaries or any of their properties or businesses is bound, or any franchise, license, permit, judgment, decree, order, statute,
rule or regulation applicable to the Company or any of its subsidiaries or violate any provision of the charter or by-laws of the Company
or any of its subsidiaries, except for such consents or waivers which have already been obtained and are in full force and effect.


 






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(x) The
Company has authorized and outstanding capital stock as set forth under the captions “Capitalization” and “Description
of Capital Stock” in the Registration Statement, the Statutory Prospectus, the General Disclosure Package and the Prospectus. All
of the issued and outstanding shares of Common Stock have been duly and validly issued and are fully paid and nonassessable. There are
no statutory preemptive or other similar rights to subscribe for or to purchase or acquire any shares of Common Stock of the Company or
any of its subsidiaries or any such rights pursuant to its Certificate of Incorporation or by-laws or any agreement or instrument to or
by which the Company or any of its subsidiaries is a party or bound. Neither the filing of the Registration Statement nor the offering
or sale of the Securities as contemplated by this Agreement gives rise to any rights for or relating to the registration of any shares
of Common Stock or other securities of the Company. Except as disclosed in the Registration Statement, the General Disclosure Package,
the Statutory Prospectus and the Prospectus, there is no outstanding option, warrant or other right calling for the issuance of, and there
is no commitment, plan or arrangement to issue, any share of stock of the Company or any of its subsidiaries or any security convertible
into, or exercisable or exchangeable for, such stock. The exercise price of each option to acquire Common Stock, stock bonus and other
stock plans or arrangements (each, a “Company Stock Option”) is no less than the fair market value of a share of Common
Stock as determined on the date of grant of such Company Stock Option. All grants of Company Stock Options were validly issued and properly
approved by the Board of Directors of the Company, or by the Compensation Committee of the Board of Directors, in material compliance
with all applicable laws and regulatory rules or requirements, including all applicable federal securities laws, and the terms of the
plans under which such Company Stock Options were issued and were recorded on the Company’s financial statements in accordance with
GAAP, and no such grants involved any “back dating”, “forward dating,” “spring loading” or similar
practices with respect to the effective date of grant. The description of the Company Stock Options and the options or other rights granted
thereunder set forth in the Registration Statement, the General Disclosure Package and the Prospectus accurately and fairly presents in
all material respects the information required to be shown with respect to such plans, arrangements and awards. The Common Stock conforms
in all material respects to all statements in relation thereto contained in the Registration Statement, the General Disclosure Package,
the Statutory Prospectus and the Prospectus. All outstanding shares of capital stock of each of the Company’s subsidiaries have
been duly authorized and validly issued, and are fully paid and non-assessable and are owned directly by the Company or another wholly-owned
subsidiary of the Company free and clear of any securities interests, liens, encumbrances, equities or claims, other than those described
in the Registration Statement, the General Disclosure Package, the Statutory Prospectus and the Prospectus.


 


(y) No
holder of any security of the Company has any right, which has not been waived, to have any security owned by such holder included in
the Registration Statement or to demand registration of any security owned by such holder for a period of 90 days after the date of this
Agreement. Each director and executive officer of the Company and each stockholder of the Company listed on Schedule I hereto has
delivered to the Placement Agent her, his or their enforceable written lock-up agreement in the form attached to this Agreement as Exhibit
C hereto (“Lock-Up Agreement”).


 


(z) There
are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any property of
the Company or any of its subsidiaries is the subject which, if determined adversely to the Company or any of its subsidiaries could individually
or in the aggregate have a Material Adverse Effect; and, to the knowledge of the Company, no such proceedings are threatened or contemplated
by governmental authorities or threatened by others.


 






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(aa) All necessary corporate
action has been duly and validly taken by the Company and to authorize the execution, delivery and performance of this Agreement, the
Securities Purchase Agreement, the Indenture and the Convertible Notes and the issuance and sale of the Securities by the Company.


 


(bb) Neither the Company nor
any of its subsidiaries is involved in any labor dispute nor, to the knowledge of the Company, is any such dispute threatened, which dispute
would have a Material Adverse Effect. The Company is not aware of any existing or imminent labor disturbance by the employees of any of
its principal suppliers or contractors which would have a Material Adverse Effect. The Company is not aware of any threatened or pending
litigation between the Company or its subsidiaries and any of its executive officers which, if adversely determined, could have a Material
Adverse Effect and has no reason to believe that such officers will not remain in the employment of the Company.


 


(cc) No supplier, customer
or distributor of the Company has notified the Company that it intends to discontinue or decrease the rate of business done with the Company,
except where such discontinuation or decrease has not resulted in and could not reasonably be expected to result in a Material Adverse
Effect.


 


(dd) No transaction has occurred
between or among the Company or any of its subsidiaries and any of the Company’s officers or directors, stockholders or five percent
stockholders or any affiliate or affiliates of any such officer or director or stockholder or five percent stockholders that is required
to be described in and is not described in the Registration Statement, the General Disclosure Package, the Statutory Prospectus and the
Prospectus.


 


(ee) The Company has not taken,
nor will it take, directly or indirectly, any action designed to or which might reasonably be expected to cause or result in, or which
has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of the price of the Common Stock
or any security of the Company, within the meaning of Regulation M of the Exchange Act, to facilitate the sale or resale of any of the
Securities.


 


(ff) The Company and each of
its subsidiaries has filed all federal, state, local and foreign tax returns which are required to be filed through the date hereof, which
returns are true and correct in all material respects or has received timely extensions thereof, and has paid all taxes shown on such
returns and all assessments received by it to the extent that the same are material and have become due. There are no tax audits or investigations
pending, which if adversely determined would have a Material Adverse Effect; nor are there any material proposed additional tax assessments
against the Company or any of its subsidiaries.


 


(gg) The Conversion Shares
have been duly authorized for listing on The Nasdaq Capital Market.


 


(hh) The Company has taken
no action designed to, or likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act or the
listing of the Common Stock on The Nasdaq Capital Market, nor has the Company received any notification that the Commission or The Nasdaq
Capital Market is contemplating terminating such registration or listing.


 


(ii) The
books, records and accounts of the Company and its subsidiaries accurately and fairly reflect, the transactions in, and dispositions of,
the assets of, and the results of operations of, the Company and its subsidiaries. Except as described in the Registration Statement,
the General Disclosure Package, the Statutory Prospectus and the Prospectus, the Company and each of its subsidiaries maintains a system
of “internal control over financial reporting” sufficient to provide reasonable assurances that (i) transactions are executed
in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation
of financial statements in accordance with generally accepted accounting principles and to maintain asset accountability, (iii) access
to assets is permitted only in accordance with management’s general or specific authorization, (iv) the recorded accountability
for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences
and (v) interactive data in eXtensible Business Reporting Language included in the Registration Statement fairly presents the information
called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto.


 






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(jj) Except as described in
the Registration Statement, the General Disclosure Package, the Statutory Prospectus and the Prospectus, the Company has established and
maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the Exchange Act), which: (i) are designed
to ensure that material information relating to the Company is made known to the Company’s principal executive officer and its principal
financial officer by others within the Company, particularly during the periods in which the periodic reports required under the Exchange
Act are required to be prepared; (ii) provide for the periodic evaluation of the effectiveness of such disclosure controls and procedures
at the end of the periods in which the periodic reports are required to be prepared; and (iii) are effective in all material respects
to perform the functions for which they were established.


 


(kk) Except as described in
the Registration Statement, the General Disclosure Package, the Statutory Prospectus and the Prospectus, based on the Company’s
most recent evaluation of its internal controls over financial reporting pursuant to Rule 13a-15(c) of the Exchange Act, the Company is
not aware of (i) any material weakness or significant deficiency in the design or operation of internal controls which could adversely
affect the Company’s ability to record, process, summarize and report financial data or any material weaknesses in internal controls;
or (ii) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s internal
controls over financial reporting.


 


(ll) Except as described in
the Registration Statement, the General Disclosure Package, the Statutory Prospectus and the Prospectus and as preapproved in accordance
with the requirements set forth in Section 10A of the Exchange Act, the Auditor has not been engaged by the Company to perform any “prohibited
activities” (as defined in Section 10A of the Exchange Act).


 


(mm) There are no material
off-balance sheet arrangements (as defined in Item 303 of Regulation S-K) that have or are reasonably likely to have a material current
or future effect on the Company’s financial condition, revenues or expenses, changes in financial condition, results of operations,
liquidity, capital expenditures or capital resources.


 


(nn) Company’s Board
of Directors has, subject to the exceptions, cure periods and phase in periods specified in the applicable stock exchange rules (“Exchange
Rules”), validly appointed an audit committee to oversee internal accounting controls whose composition satisfies the requirements
of Listing Rule 5605 of The Nasdaq Stock Market and the Board of Directors and/or the audit committee has adopted a charter that satisfies
the requirements of Listing Rule 5605 of The Nasdaq Stock Market. The audit committee has adopted a charter that complies in all material
respects with the requirements of the Exchange Rules and has reviewed the adequacy of its charter within the past twelve months.


 


(oo) There
is and has been no failure on the part of the Company or any of its directors or officers, in their capacities as such, to comply with
any provision of the Sarbanes-Oxley Act, including, without limitation, Section 402 related to loans and Sections 302 and 906 related
to certifications.


 






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(pp) The Company and its subsidiaries
are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are customary in the
businesses in which they are engaged or propose to engage after giving effect to the transactions described in the Registration Statement,
the General Disclosure Package, the Statutory Prospectus and the Prospectus; all policies of insurance and fidelity or surety bonds
insuring the Company or any of its subsidiaries or the Company’s or its subsidiaries’ respective businesses, assets, employees,
officers and directors are in full force and effect; the Company and each of its subsidiaries are in compliance with the terms of
such policies and instruments in all material respects; and neither the Company nor any subsidiary of the Company has any reason
to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage
from similar insurers as may be necessary to continue its business at a cost that is not materially greater than the current cost. Neither
the Company nor any of its subsidiaries has been denied any insurance coverage which it has sought or for which it has applied.


 


(qq) Each approval, consent,
order, authorization, designation, declaration or filing of, by or with any regulatory, administrative or other governmental body necessary
in connection with the execution and delivery by the Company of this Agreement, the Securities Purchase Agreement, the Indenture and the
Convertible Notes and the consummation of the transactions herein contemplated required to be obtained or performed by the Company (except
such additional steps as may be required by the Financial Industry Regulatory Authority (“FINRA”) or may be necessary
to qualify the Securities for public offering by the Placement Agent under the state securities or Blue Sky laws) has been obtained or
made and is in full force and effect.


 


(rr) There are no affiliations
with FINRA among the Company’s officers, directors or, to the knowledge of the Company, any five percent or greater stockholder
of the Company, except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus or otherwise disclosed
in writing to the Placement Agent.


 


(ss) All of the information
provided to the Placement Agent or to counsel for the Placement Agent by the Company, its counsel, its officers and directors and the
holders of any securities (debt or equity) or options to acquire any securities of the Company in connection with the offering of the
Securities is true, complete, correct and compliant in all material respects with FINRA’s rules, and any letters, filings or other
supplemental information provided to FINRA pursuant to FINRA Rules or NASD Conduct Rules is true, complete, correct and compliant in all
material respects.


 


(tt) (i) Each of the Company
and each of its subsidiaries is in compliance in all material respects with all rules, laws and regulations relating to the use, treatment,
storage and disposal of toxic substances and protection of health or the environment (“Environmental Law”) which are
applicable to its business; (ii) neither the Company nor its subsidiaries has received any notice from any governmental authority or third
party of an asserted claim under Environmental Laws; (iii) each of the Company and each of its subsidiaries has received all permits,
licenses or other approvals required of it under applicable Environmental Laws to conduct its business, except where the lack of such
permits, licenses or other approvals, individually or in the aggregate, would not have a Material Adverse Effect, and is in compliance,
in all material respects, with all terms and conditions of any such permit, license or approval; (iv) to the Company’s knowledge,
no facts currently exist that will require the Company or any of its subsidiaries to make future material capital expenditures to comply
with Environmental Laws; and (v) no property which is or has been owned, leased or occupied by the Company or its subsidiaries has been
designated as a Superfund site pursuant to the Comprehensive Environmental Response, Compensation of Liability Act of 1980, as amended
(42 U.S.C. Section 9601, et. seq.) (“CERCLA”) or otherwise designated as a contaminated site under applicable state
or local law. Neither the Company nor any of its subsidiaries has been named as a “potentially responsible party” under CERCLA.


 






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(uu) In the ordinary course
of its business, the Company periodically reviews the effect of Environmental Laws on the business, operations and properties of the Company
and its subsidiaries, in the course of which the Company identifies and evaluates associated costs and liabilities (including, without
limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws,
or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On
the basis of such review, the Company has reasonably concluded that such associated costs and liabilities would not, singly or in the
aggregate, have a Material Adverse Effect.


 


(vv) The Company and each of
its subsidiaries (i) is in compliance, in all material respects, with any and all applicable foreign, federal, state and local laws,
rules, regulations, treaties, statutes and codes promulgated by any and all governmental authorities (including pursuant to the Occupational
Health and Safety Act) relating to the protection of human health and safety in the workplace (“Occupational Laws”);
(ii) has received all material permits, licenses or other approvals required of it under applicable Occupational Laws to conduct
its business as currently conducted; and (iii) is in compliance, in all material respects, with all terms and conditions of any such
permits, licenses or approvals. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to the Company’s
knowledge, threatened against the Company or any of its subsidiaries relating to Occupational Laws, and the Company does not have knowledge
of any facts, circumstances or developments relating to its operations or cost accounting practices that could reasonably be expected
to form the basis for or give rise to such actions, suits, investigations or proceedings.


 


(ww) The Company is not and,
after giving effect to the offering and sale of the Securities and the application of proceeds thereof as described in the Registration
Statement, General Disclosure Package, Statutory Prospectus and the Prospectus, will not be required to register as an “investment
company” or an entity “controlled” by an “investment company” within the meaning of the Investment Company
Act of 1940, as amended (the “Investment Company Act”).


 


(xx) Neither
the Company nor any of its subsidiaries nor any director, officer or employee of the Company or any of its subsidiaries nor any director,
officer, agent, employee, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries has,
directly or indirectly, (i) used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating
to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of any direct or indirect unlawful
payment or benefit to any foreign or domestic government official or employee, including of any government-owned or controlled entity
or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any
political party or party official or candidate for political office; (iii) violated or is in violation of any anti-bribery laws, including
but not limited to, any applicable law, rule or regulation of any locality, including but not limited to any law, rule or regulation promulgated
to implement the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, signed December
17, 1997, including the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act 2010, or any other applicable law,
rule or regulation of similar purpose and scope or anti-corruption law; or (iv) made, offered, agreed, requested or taken an act in furtherance
of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback or other
unlawful or improper payment or benefit. The Company and its subsidiaries have instituted, maintained and enforced, and will continue
to maintain and enforce, policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption
laws.


 


(yy) The operations of the
Company and its subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting
requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions,
the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by
any governmental agency (collectively, the “Anti-Money Laundering Laws”) and no action, suit or proceeding by or before
any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to
the Anti-Money Laundering Laws is pending, or to the knowledge of the Company, threatened.


 






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(zz) (i) Neither the Company,
nor any of its subsidiaries, directors, officers, or employees, nor, to the knowledge of the Company, any agent or affiliate of the Company
or any of its subsidiaries, or other person associated with or acting on behalf of the Company or any of its subsidiaries is (y) currently
the subject or the target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office
of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including,
without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations
Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”),
nor is (z) located, organized or resident in a country or territory that is the subject or the target of Sanctions, including, without
limitation, Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea Region of Ukraine, Cuba, Iran,
North Korea and Syria (each, a “Sanctioned Country”).


 


(ii) The
Company will not, directly or indirectly, use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise
make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities
or business of or with any person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, (ii) to
fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation
by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions.


 


(iii) For
the past five years, the Company and its subsidiaries have not engaged in and are not now engaged in, and will not engage in, any dealings
or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with
any Sanctioned Country.


 


(iv) The
Company has implemented and maintains in effect policies and procedures designed to ensure compliance by the Company, and the Company
and its subsidiaries, and their respective directors, officers and employees, and to the knowledge of the Company, the agents of the Company
and its subsidiaries, are in compliance with all applicable Sanctions, and are not knowingly engaged in any activity that would reasonably
be expected to result in the Company being designated as the subject or target of Sanctions.


 


(aaa) Except as described in
the Registration Statement, the General Disclosure Package, the Statutory Prospectus and the Prospectus, the Company has not sold or issued
any shares of Common Stock during the six-month period preceding the date of the Prospectus, including any sales pursuant to Rule 144A
under, or Regulations D or S of, the Securities Act, other than shares issued pursuant to employee benefit plans, qualified stock options
plans or other employee compensation plans or pursuant to outstanding options, rights or warrants. For the avoidance of doubt, the Company
has not sold or issued any securities that would be integrated with the offering of the Securities contemplated by this Agreement, the
Securities Purchase Agreement, the Indenture and the Convertible Notes pursuant to the Securities Act, the Rules or any interpretations
thereof by the Commission.


 


(bbb) (i) Each employee benefit
plan, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”),
for which the Company or any member of its “Controlled Group” (defined as any entity, whether or not incorporated,
that is under common control with the Company within the meaning of Section 4001(a)(14) of ERISA or any entity that would be regarded
as a single employer with the Company under Section 414(b), (c), (m) or (o) of the Code would have any liability (each, a “Plan”)
has been maintained in compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations, including
but not limited to, ERISA and the Code; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of
the Code, has occurred with respect to any Plan excluding transactions effected pursuant to a statutory or administrative exemption; (iii)
for each Plan that is subject to the funding rules of Section 412 of the Code or Section 302 of ERISA, no Plan has failed (whether or
not waived), or is reasonably expected to fail, to satisfy the minimum funding standards (within the meaning of Section 302 of ERISA or
Section 412 of the Code) applicable to such Plan; (iv) no Plan is, or is reasonably expected to be, in “at risk status” (within
the meaning of Section 303(i) of ERISA) and no Plan that is a “multiemployer plan” within the meaning of Section 4001(a)(3)
of ERISA is in “endangered status” or “critical status” (within the meaning of Sections 304 and 305 of ERISA);
(v) the fair market value of the assets of each Plan exceeds the present value of all benefits accrued under such Plan (determined based
on those assumptions used to fund such Plan); (vi) no “reportable event” (within the meaning of Section 4043(c) of ERISA and
the regulations promulgated thereunder) has occurred or is reasonably expected to occur; (vii) each Plan that is intended to be qualified
under Section 401(a) of the Code is so qualified, and nothing has occurred, whether by action or by failure to act, which would cause
the loss of such qualification; (viii) neither the Company nor any member of the Controlled Group has incurred, nor reasonably expects
to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guarantee Corporation,
in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan”, within the meaning of
Section 4001(a)(3) of ERISA); and (ix) none of the following events has occurred or is reasonably likely to occur: (A) a material increase
in the aggregate amount of contributions required to be made to all Plans by the Company or its Controlled Group affiliates in the current
fiscal year of the Company and its Controlled Group affiliates compared to the amount of such contributions made in the Company’s
and its Controlled Group affiliates’ most recently completed fiscal year; or (B) a material increase in the Company and its subsidiaries’
“accumulated post-retirement benefit obligations” (within the meaning of Accounting Standards Codification Topic 715-60) compared
to the amount of such obligations in the Company and its subsidiaries’ most recently completed fiscal year, except in each case
with respect to the events or conditions set forth in (i) through (ix) hereof, as would not, individually or in the aggregate, have a
Material Adverse Effect.


 






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(ccc) None of the Company,
its directors or its officers has distributed nor will distribute prior to the later of (i) each Closing Date, and (ii) completion of
the distribution of the Securities, any offering material in connection with the offering and sale of the Securities other than the Prospectus,
the Registration Statement and other materials, if any, permitted by the Securities Act and consistent with Section 4(d) below.


 


(ddd) No forward-looking statement
(within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act) contained in the Registration Statement,
the General Disclosure Package, the Statutory Prospectus and the Prospectus has been made or reaffirmed without a reasonable basis or
has been disclosed other than in good faith.


 


(eee) Other than as contemplated
by this Agreement, the Company has not incurred any liability for any finder’s or broker’s fee or agent’s commission
in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.


 


(fff) Neither the issuance,
sale and delivery of the Securities nor the application of the proceeds thereof by the Company as described in each of the Registration
Statement, the General Disclosure Package and the Prospectus will violate Regulation T, U or X of the Board of Governors of the Federal
Reserve System or any other regulation of such Board of Governors.


 


(ggg) There are (and prior
to any Closing Date, will be) no debt securities, convertible securities or preferred stock issued or guaranteed by the Company or any
of its subsidiaries that are rated by a “nationally recognized statistical rating organization,” as such term is defined in
Section 3(a)(62) under the Exchange Act.


 


(hhh) The Company (i) does
not have any material lending or other relationship with any banking or lending affiliate of the Placement Agent and (ii) does not intend
to use any of the proceeds from the sale of the Securities to repay any outstanding debt owed to any affiliate of the Placement Agent.


 


(iii) No
subsidiary of the Company is currently prohibited, directly or indirectly, under any agreement or other instrument to which it is a party
or is subject, from paying any dividends to the Company, from making any other distribution on such subsidiary’s capital stock or
similar ownership interest, from repaying to the Company any loans or advances to such subsidiary from the Company or from transferring
any of such subsidiary’s properties or assets to the Company or any other subsidiary of the Company.


 


3. The Closing. The
time and date of closing (the “Closing”) and delivery of the documents required to be delivered to the Placement Agent
pursuant to terms hereof, with respect to the Initial Convertible Notes, shall be at 10:00 A.M., New York time, on October 28, 2022 (the
“Initial Closing Date”), and with respect to the Additional Convertible Notes, shall be the second trading day after
such Additional Closing Notice (as defined below) or such other date as is mutually agreed to by the Company and the Investors (the “Additional
Closing Date”) at the office of White & Case LLP, 1221 Avenue of the Americas, New York, New York 10020. Pursuant to the
terms of the Securities Purchase Agreement, each Investor, severally, shall have the right, exercisable by delivery by e-mail of a written
notice to the Company (each, an “Additional Optional Closing Notice” and the date thereof, each an “Additional
Optional Closing Notice Date”) to purchase, and to require the Company to sell to such Investor, up to an aggregate of $34.5
million of Additional Convertible Notes at one or more additional Closings (each, an “Additional Optional Closing”).
Each Additional Optional Closing Notice shall specify (x) the proposed date and time of such applicable Additional Optional Closing (which,
if unspecified in such Additional Optional Closing Notice, shall be the second trading day after such Additional Optional Closing Notice
or such other date as is mutually agreed to by the Company and each Investor, each, an “Additional Optional Closing Date,”
and together with the Initial Closing Date and the Additional Closing Date, each, a “Closing Date”) and (y) the applicable
amount of the Additional Convertible Notes to be issued to such Investor at such Additional Optional Closing. If an Investor has not
elected to effect an Additional Optional Closing on or prior to the first anniversary of the later of (I) the first anniversary of the
date hereof and (II) the earlier to occur of (A) the date no Initial Convertible Notes remain outstanding and (B) the Exchange Closing
Date, such Investor shall have no further right to effect an Additional Closing hereunder or under the terms of the Securities Purchase
Agreement.


 






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4. Conditions of the
Placement Agent’s Obligations and the Investors and the Sale of the Securities. The respective obligations of the
Placement Agent hereunder and the Investors under the Securities Purchase Agreement, and the Closing of the sale of the Securities,
are subject to the accuracy, when made and as of the Applicable Time and on each Closing Date, of the representations and warranties
of the Company contained herein, to the accuracy of the statements of the Company made in any certificates pursuant to the
provisions hereof, to the performance by the Company of its obligations hereunder, and to each of the following additional terms and
conditions:


 


(a) The
Prospectus shall have been timely filed with the Commission in accordance with Section 5(a) of this Agreement.


 


(b) No
order preventing or suspending the use of the Prospectus or any “free writing prospectus” (as defined in Rule 405 of the Rules),
shall have been or shall be in effect and no order suspending the effectiveness of the Registration Statement shall be in effect and no
proceedings for such purpose shall be pending before or threatened by the Commission, and any requests for additional information on the
part of the Commission (to be included in the Registration Statement or the Prospectus or otherwise) shall have been complied with to
the satisfaction of the Commission and the Placement Agent. If the Company has elected to rely upon Rule 430A, Rule 430A information previously
omitted from the effective Registration Statement pursuant to Rule 430A shall have been transmitted to the Commission for filing pursuant
to Rule 424(b) within the prescribed time period and the Company shall have provided evidence satisfactory to the Placement Agent of such
timely filing, or a post-effective amendment providing such information shall have been promptly filed and declared effective in accordance
with the requirements of Rule 430A.


 


(c) The
representations and warranties of the Company contained in this Agreement and in the certificates delivered pursuant to Section 4(d) shall
be true and correct when made and on and as of each Closing Date as if made on such date, except for representations and warranties that
speak solely as to an earlier date, which shall be true and correct as of such earlier date. The Company shall have performed all covenants
and agreements and satisfied all the conditions contained in this Agreement, the Securities Purchase Agreement and the Indenture required
to be performed or satisfied by it at or before each Closing Date, as applicable.


 


(d) The
Placement Agent shall have received on each Closing Date a certificate, addressed to the Placement Agent and dated such Closing Date,
of the chief executive or chief operating officer and the chief financial officer or chief accounting officer of the Company to the effect
that: (i) the representations, warranties and agreements of the Company in this Agreement were true and correct when made and are true
and correct as of such Closing Date, except for representations and warranties that speak solely as of an earlier date, which shall be
true and correct as of such earlier date; (ii) the Company has performed all covenants and agreements and satisfied all conditions
contained herein, in each case, as required to be performed or satisfied by it at or before such Closing Date; (iii) they have carefully
examined the Registration Statement, the Prospectus, the Statutory Prospectus, the General Disclosure Package, and any individual Issuer
Free Writing Prospectus and, in their opinion (A) as of the Effective Date the Registration Statement and Prospectus did not include,
and as of the Applicable Time, none of (i) the General Disclosure Package, (ii) the Statutory Prospectus, or (iii) any individual Issuer
Free Writing Prospectus, when considered together with the General Disclosure Package, included, any untrue statement of a material fact
and did not omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, and (B) since the Effective Date no event has occurred which should have been
set forth in a supplement or otherwise required an amendment to the Registration Statement, the Statutory Prospectus or the Prospectus;
(iv) no stop order suspending the effectiveness of the Registration Statement has been issued and, to their knowledge, no proceedings
for that purpose have been instituted or are pending under the Securities Act and (v) there has not occurred any material adverse change
in the assets, properties, condition, financial or otherwise, or in the results of operations, business affairs or business prospects
of the Company and its subsidiaries considered as a whole.


 






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(e) The
Placement Agent shall have received: (i) simultaneously with the execution of this Agreement a signed letter from each of the Auditor,
Turner Stone and EY Israel addressed to the Placement Agent and dated the date of this Agreement, in form and substance reasonably satisfactory
to the Placement Agent, containing statements and information of the type ordinarily included in accountants’ “comfort letters”
to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the
Prospectus and the General Disclosure Package, and (ii) on each Closing Date, a signed letter from each of the Auditor and EY Israel addressed
to the Placement Agent and dated the date of such Closing Date, in form and substance reasonably satisfactory to the Placement Agent containing
statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect
to the financial statements and certain financial information contained in the Registration Statement, the Prospectus and the General
Disclosure Package, provided, that each such letter delivered on each Closing Date shall use a “cut-off” date no more
than two business days prior to such Closing Date.


 


(f) The
Placement Agent shall have received on and as of (i) the date hereof and (ii) each Closing Date, a certificate of the chief financial
officer of Airobotics confirming certain financial information included in the Registration Statement, the Prospectus and the General
Disclosure Package, in form and substance reasonably satisfactory to the Placement Agent.


 


(g) The
Placement Agent shall have received on each Closing Date from Akerman LLP, counsel for the Company, an opinion and a negative assurance
letter, addressed to the Placement Agent and dated as of such Closing Date, in form and substance reasonably satisfactory to the Placement
Agent.


 


(h) The
Placement Agent shall have received on each Closing Date from Snell & Wilmer L.L.P., Nevada local counsel for the Company, an opinion
and negative assurance letter, addressed to the Placement Agent and dated as of such Closing Date, in form and substance reasonably satisfactory
to the Placement Agent.


 


(i) The
Placement Agent shall have received on each Closing Date from Pearl Cohen Zedek Latzer Baratz LLP, Israeli counsel for the Company, a
negative assurance letter, addressed to the Placement Agent and dated as of such Closing Date, relating to the disclosures included and
incorporated by reference in the Registration Statement, the Prospectus and the General Disclosure Package relating to Airobotics, in
form and substance reasonably satisfactory to the Placement Agent.


 


(j) The
Placement Agent shall have received on each Closing Date from Pearl Cohen Zedek Latzer Baratz LLP, intellectual property counsel for the
Company, an opinion, addressed to the Placement Agent and dated as of such Closing Date, in form and substance reasonably satisfactory
to the Placement Agent.


 


(k) The
Placement Agent shall have received on each Closing Date from Akerman LLP, intellectual property counsel for American Robotics, an opinion,
addressed to the Placement Agent and dated as of such Closing Date, in form and substance reasonably satisfactory to the Placement Agent.


 


(l) The
Placement Agent shall have received on each Closing Date from White & Case LLP, counsel for the Placement Agent, an opinion and negative
assurance statement, addressed to the Placement Agent and dated as of such Closing Date, with respect to such matters as the Placement
Agent may reasonably require, and the Company shall have furnished or provided access to such counsel of such documents as they request
for enabling them to pass upon such matters.


 


(m) All
proceedings taken in connection with the sale of the Securities as herein contemplated shall be reasonably satisfactory in form and substance
to the Placement Agent, and its counsel.


 


(n) The
Placement Agent shall have received copies of the Lock-up Agreements executed by each entity or person listed on Schedule I hereto.


 


(o) The
Conversion Shares shall have been approved for listing on The Nasdaq Capital Market, subject only to official notice of issuance.


 






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(p) The
Placement Agent shall be reasonably satisfied that since the respective dates as of which information is given in the Registration Statement,
the Statutory Prospectus, the General Disclosure Package and the Prospectus, (i) there shall not have been any change in the capital stock
of the Company or any change in the indebtedness (other than in the ordinary course of business) of the Company, (ii) except as set forth
or contemplated by the Registration Statement, the Statutory Prospectus, the General Disclosure Package and the Prospectus, no material
oral or written agreement or other transaction shall have been entered into by the Company that is not in the ordinary course of business
or that could reasonably be expected to result in a material reduction in the future earnings of the Company, (iii) no loss or damage
(whether or not insured) to the property of the Company shall have been sustained that had or could reasonably be expected to have a Material
Adverse Effect, (iv) no legal or governmental action, suit or proceeding affecting the Company or any of its properties that is material
to the Company or that affects or could reasonably be expected to affect the transactions contemplated by this Agreement or prevent the
issuance or sale of the Securities shall have been instituted or threatened and (v) there shall not have been any material change in the
assets, properties, condition (financial or otherwise), or in the results of operations, business affairs or business prospects of the
Company or its subsidiaries considered as a whole that makes it impractical or inadvisable in the Placement Agent’s judgment to
proceed with the offering of the Securities as contemplated by this Agreement, the Securities Purchase Agreement, the Indenture, the Convertible
Notes and the General Disclosure Package.


 


(q) Subsequent
to the execution and delivery of this Agreement, there shall not have occurred any of the following: (i) trading in any of the Company’s
securities shall have been suspended or materially limited by the Commission or the Exchange, or trading in securities generally on the
New York Stock Exchange, Nasdaq Global Select Market, Nasdaq Global Market, Nasdaq Capital Market or the NYSE MKT LLC or in the over-the-counter
market, or trading in any securities of the Company on any exchange or in the over-the-counter market, shall have been suspended or materially
limited, or minimum or maximum prices or maximum range for prices shall have been established on any such exchange or such market by the
Commission, by such exchange or market or by any other regulatory body or governmental authority having jurisdiction, (ii) a banking moratorium
shall have been declared by Federal or state authorities or a material disruption has occurred in commercial banking or securities settlement
or clearance services in the United States, (iii) the United States shall have become engaged in hostilities, or the subject of an act
of terrorism, or there shall have been an outbreak of or escalation in hostilities involving the United States, or there shall have been
a declaration of a national emergency or war by the United States or (iv) there shall have occurred such a material adverse change in
general economic, political or financial conditions (or the effect of international conditions on the financial markets in the United
States shall be such) as to make it, in the judgment of the Placement Agent, impracticable or inadvisable to proceed with the sale of
or payment for the Securities on the terms and in the manner contemplated in the General Disclosure Package and the Prospectus.


 


(r) No
action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state
or foreign governmental or regulatory authority that would, as of each Closing Date, prevent the issuance or sale of the Securities; and
no injunction or order of any federal, state or foreign court shall have been issued that would, as of each Closing Date, prevent the
issuance or sale of the Securities.


 


(s) On
or before each Closing Date, FINRA shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness
of the terms and arrangements of this Agreement or the transactions contemplated hereby in connection with issuance and sale of the Securities.


 


(t) The
Company shall have furnished to the Placement Agent a Secretary’s Certificate of the Company, in form and substance reasonably satisfactory
to counsel for the Placement Agent and customary for the type of offering contemplated by this Agreement.


 


(u) The
Placement Agent shall have received on and as of each Closing Date satisfactory evidence of the good standing of the Company and its subsidiaries
in their respective jurisdictions of organization and their good standing as foreign entities in such other jurisdictions as the Placement
Agent may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities
of such jurisdictions.


 






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(v) As
of the date hereof, the Company shall have entered into the Securities Purchase Agreement, substantially in the form of Exhibit A
hereto, with each of the Investors. On or prior to any Closing Date, the Company shall have delivered the Convertible Notes, substantially
in the form of Exhibit B hereto, to each of the Investors. If required under the TIA, on or prior to the Exchange Closing Date,
the Company shall also have entered into the Indenture, in form and substance satisfactory to the Placement Agent, with the Trustee. The
Securities Purchase Agreement, the Convertible Notes and the Indenture shall be in full force and effect, and the Company shall have satisfied
all of the conditions to closing in such Securities Purchase Agreement. One business day prior to the Initial Closing Date, the Placement
Agent shall have received electronic copies of the Securities Purchase Agreement and the Initial Convertible Notes, executed by the Company
and the Investors, as applicable. One business day prior to the Exchange Closing Date and any Additional Closing Date, the Placement Agent
shall have received electronic copies of the Exchange Convertible Notes, the Additional Convertible Notes and the Indenture, executed
by the Company and the Trustee, as applicable.


 


(w) The
Company shall have furnished or caused to be furnished to the Placement Agent such further certificates or documents as the Placement
Agent shall have reasonably requested.


 


5. Covenants and other
Agreements of the Company and the Placement Agent.


 


(a) The
Company covenants and agrees as follows:


 


(i) The
Company shall prepare the Prospectus in a form approved by the Placement Agent and file such Prospectus pursuant to Rule 424(b) under
the Securities Act prior to, but on the same day as, the execution and delivery of this Agreement, or, if applicable, such earlier time
as may be required by the Rules. The Company will file with the Commission all Issuer Free Writing Prospectuses in the time and manner
required under Rules 433(d) or 163(b)(2), as the case may be.


 


(ii) If,
at any time when a prospectus relating to the Securities (or, in lieu thereof, the notice referred to in Rule 173(a) of the Rules) is
required to be delivered under the Securities Act and the Rules, the Company shall promptly advise the Placement Agent in writing (A)
when any post-effective amendment to the Registration Statement shall have become effective or any supplement to the Prospectus shall
have been filed, (B) of any request by the Commission for any amendment of the Registration Statement or the Prospectus or for any additional
information, (C) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of
any order preventing or suspending the use of any “free writing prospectus”, as defined in Rule 405 of the Rules, or the institution
or threatening of any proceeding for that purpose and (D) of the receipt by the Company of any notification with respect to the suspension
of the qualification of the Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose.
The Company shall not file any amendment of the Registration Statement or supplement to the Prospectus or any Issuer Free Writing Prospectus
unless the Company has furnished the Placement Agent a copy for its review prior to filing and shall not file any such proposed amendment
or supplement to which the Placement Agent reasonably objects. The Company shall use its commercially reasonable efforts to prevent the
issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof.


 


(iii) If,
at any time when a prospectus relating to the Securities (or, in lieu thereof, the notice referred to in Rule 173(a) of the Rules) is
required to be delivered under the Securities Act and, any event occurs as a result of which the Prospectus as then amended or supplemented
would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the
light of the circumstances under which they were made not misleading, or if it shall be necessary to amend or supplement the Prospectus
to comply with the Securities Act or the Rules, the Company promptly shall prepare and file with the Commission, subject to the second
sentence of paragraph (ii) of this Section 5(a), an amendment or supplement which shall correct such statement or omission or an amendment
which shall effect such compliance.


 






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(iv) If
at any time following issuance of an Issuer Free Writing Prospectus there occurs an event or development as a result of which such Issuer
Free Writing Prospectus would conflict with the information contained in the Registration Statement or would include an untrue statement
of a material fact or would omit to state a material fact required to be stated therein or necessary in order to make the statements therein,
in the light of the circumstances prevailing at the subsequent time, not misleading, the Company will promptly notify the Placement Agent
and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict,
untrue statement or omission.


 


(v) The
Registration Statement initially became effective within three years of the date hereof and immediately prior to the third anniversary
of the initial effective date of the Registration Statement, the Company will, prior to the third anniversary, file a new shelf registration
statement relating to the Securities.


 


(vi) The
Company shall deliver copies of all closing documents to the Investors pursuant to the Securities Purchase Agreement.


 


(vii) The
Company shall make generally available to its security holders and to the Placement Agent as soon as practicable, but not later than 45
days after the end of the 12-month period beginning at the end of the fiscal quarter of the Company during which the Effective Date occurs
(or 90 days if such 12-month period coincides with the Company’s fiscal year), an earning statement (which need not be audited)
of the Company, covering such 12-month period, which shall satisfy the provisions of Section 11(a) of the Securities Act or Rule 158 of
the Rules.


 


(viii) The
Company shall furnish to the Placement Agent and counsel for the Placement Agent, without charge, signed copies of the Registration Statement
(including all exhibits thereto and amendments thereof) and all amendments thereof and, so long as delivery of a prospectus by the Placement
Agent or dealer may be required by the Securities Act or the Rules, as many copies of any Issuer Free Writing Prospectus and the Prospectus
and any amendments thereof and supplements thereto as the Placement Agent may reasonably request. If applicable, the copies of the Registration
Statement, any Issuer Free Writing Prospectus and Prospectus and each amendment and supplement thereto furnished to the Placement Agent
will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted
by Regulation S-T.


 


(ix) The
Company shall cooperate with the Placement Agent and its counsel in endeavoring to qualify the Securities for offer and sale in connection
with the offering under the laws of such jurisdictions as the Placement Agent may designate and shall maintain such qualifications in
effect so long as required for the distribution of the Securities; provided, however, that the Company shall not be required in connection
therewith, as a condition thereof, to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction
or subject itself to taxation as doing business in any jurisdiction.


 






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(x) The
Company, during the period when the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) of the Rules) is required to
be delivered under the Securities Act and the Rules or the Exchange Act, will file all reports and other documents required to be filed
with the Commission pursuant to Section 13, 14 or 15 of the Exchange Act within the time periods required by the Exchange Act and the
regulations promulgated thereunder.


 


(xi) Without
the prior written consent of the Placement Agent, for a period of six months after the date of this Agreement (the “Lock-Up Period”),
the Company shall not issue, sell or register with the Commission (other than on Form S-8 or on any successor form), or otherwise dispose
of, directly or indirectly, any equity securities of the Company (or any securities convertible into, exercisable for or exchangeable
for equity securities of the Company), except for (i) the issuance of the Conversion Shares upon conversion of the Convertible Notes,
(ii) the issuance of shares of Common Stock pursuant to the Agreement of Merger among the Company, Talos Ltd. (or such other name as shall
be approved by the Israeli Registrar of Companies), an Israeli company in formation as a wholly owned subsidiary of the Company, and Airobotics,
dated as of August 4, 2022 (the “Airobotics Transaction”), and the registration on Form S-4 (File No: 333-267565) with
respect to the securities of the Company to be issued in connection with the Airobotics Transaction; (iii) the exercise of the Company’s
outstanding warrants into shares of Common Stock; (iv) the issuance of shares pursuant to the Company’s existing incentive plans
or bonus plan as described in the Registration Statement, the General Disclosure Package and the Prospectus; (v) the issuance of shares
of Common Stock in connection with the Company’s “at-the-market offering” program pursuant to that certain Equity Distribution
Agreement between the Company and Oppenheimer & Co. Inc., as sales agent, dated as of March 22, 2022, as amended as of October 26,
2022, at any time prior to the maturity date of the Convertible Notes, provided, that the trading price of the Common Stock equals
or exceeds 120% of the conversion price of the Convertible Notes; (v) the establishment of a trading plan pursuant to Rule 10b5-1
under the Exchange Act for the transfer of shares of Common Stock, provided, that (a) such plan does not provide for the transfer
of shares of Common Stock during the Lock-Up Period and (b) the entry into such plan is not publicly disclosed, including in any filings
under the Exchange Act, during the Lock-Up Period.


 


(xii) On
or before completion of this offering, the Company shall make all filings required under applicable securities laws and by The Nasdaq
Capital Market (including any required registration under the Exchange Act).


 


(xiii) Prior
to each Closing Date, the Company will issue no press release or other communications outside the ordinary course of business directly
or indirectly and hold no press conference with respect to the Company, the condition, financial or otherwise, or the earnings, business
affairs or business prospects of any of them, or the offering of the Securities without the prior written consent of the Placement Agent,
unless in the judgment of the Company and its counsel, and after notification to the Placement Agent, such press release or communication
is required by law.


 


(xiv) The
Company will apply the net proceeds from the offering of the Securities in the manner set forth under “Use of Proceeds” in
the Registration Statement, the General Disclosure Package and the Prospectus.


 






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(xv) Until
the Placement Agent shall have notified the Company of the completion of the Securities that the Company will not, and will use its reasonable
efforts to cause its affiliated purchasers (as defined in Regulation M under the Exchange Act) not to, either alone or with one or more
other persons, bid for or purchase, for any account in which it or any of its affiliated purchasers has a beneficial interest, any Securities,
or attempt to induce any person to purchase Securities, and not to, and to use its reasonable best efforts to cause its affiliated purchasers
not to, make bids or purchase for the purpose of creating actual or apparent active trading in or of raising the price of the Securities.


 


(xvi) The
Company will maintain, at its expense, a registrar and transfer agent for the Common Stock and the Conversion Shares.


 


(xvii) The
Company will maintain, at its expense, the Trustee for the administration of the Convertible Notes.


 


(xviii) The
Company will reserve and keep available for the conversion of the Convertible Notes such number of authorized but unissued shares of Common
Stock as are sufficient to permit the conversion in full of the Convertible Notes for the Conversion Shares.


 


(xix) The
Company will perform all obligations and satisfy all conditions precedent as required under this Agreement, the Securities Purchase Agreement
and the Convertible Notes prior to each Closing Date, and the Company will also perform all obligations and satisfy all conditions precedent
as required under the Indenture prior to the Exchange Closing Date and each Additional Closing Date.


 


(xx) Prior
to any issuance of any Exchange Convertible Notes or Additional Convertible Notes hereunder or under the Securities Purchase Agreement,
the Company shall qualify or cause or arrange for the Trustee to qualify the Indenture under the TIA and enter into any necessary supplemental
indentures in connection therewith and, so long as the Exchange Convertible Notes and Additional Convertible Notes remain outstanding,
the Indenture shall be maintained in compliance with the TIA.


 


(xxi) The
Placement Agent shall be notified of any Exchange (as such term is defined in the Securities Purchase Agreement) and shall be provided
with any documentation to be delivered to the Investors in connection therewith.


 


(b) The
Company agrees to pay, or reimburse if paid by the Placement Agent, whether or not the transactions contemplated hereby are consummated
or this Agreement is terminated, all costs and expenses incident to the public offering of the Securities and the performance of the obligations
of the Company under this Agreement including those relating to: (i) the preparation, printing, reproduction, filing and distribution
of the Registration Statement including all exhibits thereto, the Prospectus, any Issuer Free Writing Prospectus, all amendments and supplements
thereto and any document incorporated by reference therein, and the printing, filing and distribution of this Agreement and the Securities
Purchase Agreement; (ii) the registration or qualification of the Securities for offer and sale under the securities or Blue Sky
laws of the various jurisdictions referred to in Section 5(a)(ix), including the reasonable fees and disbursements of counsel for the
Placement Agent in connection with such registration and qualification and the preparation, printing, distribution and shipment of preliminary
and supplementary Blue Sky memoranda; (iii) the furnishing (including costs of shipping and mailing) to the Placement Agent and to
the Placement Agent of copies of the Prospectus and all amendments or supplements to the Prospectus, any Issuer Free Writing Prospectus,
and of the several documents required by this Section to be so furnished, as may be reasonably requested for use in connection with the
offering and sale of the Securities by the Placement Agent or by dealers to whom Securities may be sold; (iv) the filing fees of
FINRA in connection with its review of the terms of the public offering and reasonable fees and disbursements of counsel for the Placement
Agent in connection with such review; (v) inclusion of the Conversion Shares for listing on The Nasdaq Capital Market; (vi)
all transfer taxes, if any, with respect to the sale and delivery of the Securities by the Company to the Placement Agent; and (vii)
all reasonable out-of-pocket costs and expenses incident to the offering and the performance of the obligations of the Placement Agent
under this Agreement (including, without limitation, the fees and expenses of counsel to the Placement Agent), provided that, excluding
expenses related to Blue Sky and FINRA filings, such costs and expenses shall not exceed $200,000 in connection with the Initial Closing
Date and $25,000 in connection with each Additional Closing Date, as applicable, without the Company’s prior approval (such approval
not to be unreasonably withheld, conditioned or delayed).


 






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(c) The
Company acknowledges and agrees that the Placement Agent has acted and is acting solely in the capacity of a placement agent, with respect
to the offering of Securities contemplated hereby and not as a financial advisor, agent or fiduciary to the Company or any other person.
Additionally, the Company acknowledges and agrees that the Placement Agent has not and will not advise the Company or any other person
as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company has consulted with its own advisors
concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated
hereby, and the Placement Agent shall have no responsibility or liability to the Company or any other person with respect thereto, whether
arising prior to or after the date hereof. Any review by the Placement Agent of the Company, the transactions contemplated hereby or other
matters relating to such transactions have been and will be performed solely for the benefit of the Placement Agent and shall not be on
behalf of the Company. The Company agrees that it will not claim that the Placement Agent, or any of them, has rendered advisory services
of any nature or respect, or owes a fiduciary duty to the Company or any other person in connection with any such transaction or the process
leading thereto.


 


(d) The
Company represents and agrees that it, its directors or officers have not made and will not make any offer relating to the Securities
that would constitute an “issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free
writing prospectus,” as defined in Rule 405, required to be filed with the Commission. The Company has complied and will comply
with the requirements of Rule 433 under the Securities Act applicable to any Issuer Free Writing Prospectus, including timely filing with
the Commission where required, legending and record keeping. The Company represents that it has satisfied and agrees that it will satisfy
the conditions set forth in Rule 433 of the Rules to avoid a requirement to file with the Commission any Road Show.


 


6. Indemnification.


 


(a) The
Company agrees to indemnify and hold harmless the Placement Agent, its officers and employees and each person, if any, who controls the
Placement Agent within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses, claims,
damages and liabilities, joint or several (including any reasonable investigation, legal and other expenses incurred in connection with,
and any amount paid in settlement of, any action, suit or proceeding or any claim asserted), to which they, or any of them, may become
subject under the Securities Act, the Exchange Act or other Federal or state law or regulation, at common law or otherwise, insofar as
such losses, claims, damages or liabilities arise out of or are based upon any untrue statement or alleged untrue statement of a material
fact contained in the Registration Statement, the Statutory Prospectus, the Prospectus, any Issuer Free Writing Prospectus or any “issuer-information”
filed or required to be filed pursuant to Rule 433(d) of the Rules, any amendment thereof or supplement thereto, or in any Blue Sky application
or other information or other documents executed by the Company filed in any state or other jurisdiction to qualify any or all of the
Securities under the securities laws thereof (any such application, document or information being hereinafter referred to as a “Blue
Sky Application”) or arise out of or are based upon any omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein, with respect to the Statutory Prospectus and the Prospectus, in the
light of the circumstances under which they were made, not misleading; provided, however, that such indemnity shall not inure to
the benefit of the Placement Agent (or any person controlling the Placement Agent) on account of any losses, claims, damages or liabilities
arising from the sale of the Securities to any person by the Placement Agent if such untrue statement or omission or alleged untrue statement
or omission was made in the Registration Statement, the Prospectus, the Statutory Prospectus, any Issuer Free Writing Prospectus or such
amendment or supplement thereto, or in any Blue Sky Application in reliance upon and in conformity with the Placement Agent Information.
This indemnity agreement will be in addition to any liability which the Company may otherwise have.


 






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(b) The
Placement Agent agrees to indemnify and hold harmless the Company, and each person, if any, who controls the Company within the meaning
of Section 15 of the Securities Act or Section 20 of the Exchange Act, each director of the Company, and each officer of the Company who
signs the Registration Statement, against any losses, claims, damages or liabilities to which such party may become subject, under the
Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are
based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Statutory Prospectus
or the Prospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the statements therein, with respect to the Statutory Prospectus
and the Prospectus, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only
to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement,
the Statutory Prospectus or the Prospectus or any such amendment or supplement in reliance upon and in conformity with the Placement Agent
Information; provided, however, that the obligation of the Placement Agent to indemnify the Company (including any controlling person,
director or officer thereof) shall be limited to the amount of the placement agent discount and commissions applicable to the Securities
to be purchased by the Placement Agent hereunder.


 


(c) Any
party that proposes to assert the right to be indemnified under this Section will, promptly after receipt of notice of commencement of
any action, suit or proceeding against such party in respect of which a claim is to be made against an indemnifying party or parties under
this Section, notify each such indemnifying party of the commencement of such action, suit or proceeding, enclosing a copy of all papers
served. No indemnification provided for in Section 6(a) or 6(b) shall be available to any party who shall fail to give notice as provided
in this Section 6(c) if the party to whom notice was not given was unaware of the proceeding to which such notice would have related and
was prejudiced by the failure to give such notice but the omission so to notify such indemnifying party of any such action, suit or proceeding
shall not relieve it from any liability that it may have to any indemnified party for contribution or otherwise than under this Section.
In case any such action, suit or proceeding shall be brought against any indemnified party and it shall notify the indemnifying party
of the commencement thereof, the indemnifying party shall be entitled to participate in, and, to the extent that it shall wish, jointly
with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified
party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and the
approval by the indemnified party of such counsel, the indemnifying party shall not be liable to such indemnified party for any legal
or other expenses, except as provided below and except for the reasonable costs of investigation subsequently incurred by such indemnified
party in connection with the defense thereof. The indemnified party shall have the right to employ its counsel in any such action, but
the reasonable and documented fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the employment
of counsel by such indemnified party has been authorized in writing by the indemnifying parties, (ii) the indemnified party shall have
been advised by counsel that there may be one or more legal defenses available to it which are different from or in addition to those
available to the indemnifying party (in which case the indemnifying parties shall not have the right to direct the defense of such action
on behalf of the indemnified party) or (iii) the indemnifying parties shall not have employed counsel to assume the defense of such action
within a reasonable time after notice of the commencement thereof, in each of which cases the reasonable and documented fees and expenses
of counsel shall be at the expense of the indemnifying parties.


 






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(d) The
indemnifying party under this Section 6 shall not be liable for any settlement of any proceeding effected without its written consent,
but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified
party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. No indemnifying party shall, without
the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending
or threatened action, suit or proceeding in respect of which any indemnified party is a party or could be named and indemnity was or would
be sought hereunder by such indemnified party, unless such settlement, compromise or consent (a) includes an unconditional release of
such indemnified party from all liability for claims that are the subject matter of such action, suit or proceeding and (b) does not include
a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.


 


7. Contribution. In
order to provide for just and equitable contribution in circumstances in which the indemnification provided for in Section 6(a) or 6(b)
is due in accordance with its terms but for any reason is unavailable to or insufficient to hold harmless an indemnified party in respect
to any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to the aggregate
losses, liabilities, claims, damages and expenses (including any investigation, legal and other expenses reasonably incurred in connection
with, and any amount paid in settlement of, any action, suit or proceeding or any claims asserted, but after deducting any contribution
received by any person entitled hereunder to contribution from any person who may be liable for contribution) incurred by such indemnified
party, as incurred, in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and
the Placement Agent on the other hand from the offering of the Securities pursuant to this Agreement or, if such allocation is not permitted
by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to above but also the relative
fault of the Company on the one hand and the Placement Agent on the other hand in connection with the statements or omissions which resulted
in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations. The Company and the
Placement Agent agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata
allocation or by any other method of allocation which does not take account of the equitable considerations referred to above. The aggregate
amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending against any
litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based
upon any such untrue or alleged untrue statement or omission or alleged omission. Notwithstanding the provisions of this Section 7, the
Placement Agent shall not be required to contribute any amount in excess of the placement agent discounts and commissions applicable
to the Securities purchased by the Placement Agent. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For
purposes of this Section 7, each person, if any, who controls the Placement Agent within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act shall have the same rights to contribution as the Placement Agent, and each director of the Company
including any person who, with his or her consent, is named in the Registration Statement as about to become a director of the Company,
each officer of the Company who signed the Registration Statement, and each person, if any, who controls the Company within the meaning
of the Section 15 of the Securities Act or Section 20 of the Exchange Act, shall have the same rights to contribution as the Company,
as the case may be. Any party entitled to contribution will, promptly after receipt of notice of commencement of any action, suit or
proceeding against such party in respect of which a claim for contribution may be made against another party or parties under this Section
7, notify such party or parties from whom contribution may be sought, but the omission so to notify such party or parties from whom contribution
may be sought shall not relieve the party or parties from whom contribution may be sought from any other obligation it or they may have
hereunder or otherwise than under this Section 7. No party shall be liable for contribution with respect to any action, suit, proceeding
or claim settled without its written consent.


 






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8. Termination. The
obligations of the Placement Agent hereunder may be terminated by the Placement Agent, in its absolute discretion, by notice given to
the Company prior to delivery of and payment for the Securities if, prior to that time, any of the events described in Sections 4(p),
4(q) or 4(r) have occurred or if the Investors shall decline to purchase the Securities for any reason permitted under this Agreement
or the Securities Purchase Agreement.


 


9. Miscellaneous. The
respective agreements, representations, warranties, indemnities and other statements of the Company and the Placement Agent, as set forth
in this Agreement or made by or on behalf of them pursuant to this Agreement, shall remain in full force and effect, regardless of any
investigation (or any statement as to the results thereof) made by or on behalf of the Placement Agent or the Company or any of their
respective officers, directors or controlling persons referred to in Sections 6 and 7 hereof, and shall survive delivery of and payment
for the Securities. In addition, the provisions of Sections 5(b), 6, 7 and 8 shall survive the termination or cancellation of this Agreement.


 


Notwithstanding anything herein
or otherwise to the contrary, the Placement Agent shall have no liability to the Company with respect to any failure by an Investor to
purchase any Securities it agreed to purchase pursuant to the Securities Purchase Agreement, or any other breach by a purchaser of Securities
pursuant to the Securities Purchase Agreement.


 


This Agreement has been and is made
for the benefit of the Placement Agent, the Company and their respective successors and assigns, and, to the extent expressed herein,
for the benefit of persons controlling any of the Placement Agent, or the Company, and directors and officers of the Company, and their
respective successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement. The term
“successors and assigns” shall not include any purchaser of Securities from the Placement Agent merely because of such purchase.
The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability
of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined
to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to
make it valid and enforceable.


 


No amendment or waiver of any provision
of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless and until the same shall
be in writing and signed by the Company and the Placement Agent.


 


All notices and communications hereunder
shall be in writing and mailed or delivered or by telephone or telegraph if subsequently confirmed in writing, (a) if to the Placement
Agent, c/o Oppenheimer & Co. Inc., 85 Broad Street, New York, New York 10004 Attention: Equity Capital Markets, with a copy to Oppenheimer
& Co. Inc., 85 Broad Street, New York, New York 10004 Attention: General Counsel, and to White & Case LLP, 1221 Avenue of the
Americas, New York, New York 10020, and (b) if to the Company, to its agent for service as such agent’s address appears on the cover
page of the Registration Statement with a copy to Ondas Holdings Inc., 411 Waverley Oaks Road, Suite 114, Waltham, Massachusetts 02452,
Attention: Eric Brock, with a copy to Akerman LLP, 350 East Las Olas Boulevard, Suite 1600, Fort Lauderdale, Florida, Attention: Christina
Russo.


 


This Agreement shall be governed
by and construed in accordance with the laws of the State of New York without regard to any conflict of law rule or principle that would
give effect to the laws of another jurisdiction.


 


This Agreement may be signed in
any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon
the same instrument.


 


[Signature pages follow]


 






    25


     


    

 


Please confirm that the foregoing
correctly sets forth the agreement among us.


 


	 	Very truly yours,
	 	 
	 	ONDAS HOLDINGS INC.


 


	 	By:	/s/ Eric A. Brock
	 	 	Name: Eric A. Brock
	 	 	Title: Chairman and Chief Executive Officer


 


	Confirmed:	 
	 	 
	OPPENHEIMER & CO. INC.	 
	 	 
	 	 
	 	 
	By OPPENHEIMER & CO. INC.	 


 


	By:	/s/ Peter Bennett	 
	 	Name: Peter Bennett	 
	 	Title: Managing Director	 


 






    26


     


    

 


Schedule
I1


 


Lock-up Signatories


 


Eric A. Brock


 


Richard M. Cohen


 


Richard H. Silverman


 


Derek Reisfield


 


Thomas V. Bushey


 


Randall P. Seidl


 


Jaspreet Sood


 





 






		1	Akerman to confirm.



 






    Sch I - 1


     


    

 


Schedule
II



Issuer Free Writing Prospectuses


 


None.


 



    Sch II - 1


     


    

 


Exhibit A


 


FORM OF SECURITIES PURCHASE AGREEMENT


 


[Attached hereto.]


 


See Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on October 26, 2022.


 






     


     


    

 


Exhibit B


 


FORM OF CONVERTIBLE NOTE


 


[Attached hereto.]


 


See Exhibits 4.1, 4.2, and 4.3
to the Current Report on Form 8-K filed with the SEC on October 26, 2022.


 






     


     


    

 


Exhibit C


 


FORM OF LOCK-UP AGREEMENT


 


October [●], 2022


 


Oppenheimer & Co. Inc.


85 Broad Street


New York, New York 10004


 


Re: Offering of Ondas Holdings
Inc.


 


Ladies and Gentlemen:


 


The undersigned, an executive
officer, director or holder of common stock, par value $0.0001 (“Common Stock”), or rights to acquire Common Stock,
of Ondas Holdings Inc. (the “Company”) understands that you, as placement agent (the “Placement Agent”),
propose to enter into a Placement Agent Agreement (the “Placement Agent Agreement”) with the Company, providing for
the offering (the “Offering”) of convertible notes to purchase shares of Common Stock of the Company (the “Securities”).
Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Placement Agent Agreement.


 


In consideration of the Placement
Agent’s agreement to enter into the Placement Agent Agreement and to proceed with the Offering of the Securities, and for other
good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees for the benefit of the Company
and you that, without the prior written consent of Oppenheimer & Co. Inc., the undersigned will not, during the period ending 90 days
(the “Lock-Up Period”) after the date of the final prospectus supplement relating to the Offering (the “Prospectus”),
directly or indirectly (1) offer, pledge, assign, encumber, announce the intention to sell, sell, contract to sell, sell any option or
contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or
dispose of, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock owned either
of record or beneficially (as defined in the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) by the
undersigned on the date hereof or hereafter acquired or (2) enter into any swap or other agreement that transfers, in whole or in part,
any of the economic consequences of ownership of the Common Stock or any securities convertible into or exercisable or exchangeable for
Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other
securities, in cash or otherwise, or publicly announce an intention to do any of the foregoing.


 


In addition, the undersigned agrees
that, without the prior written consent of Oppenheimer & Co. Inc., it will not, during the period ending 90 days after the date of
the Prospectus, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security
convertible into or exercisable or exchangeable for Common Stock. The foregoing shall not apply to (1) Common Stock to be transferred
as a gift or gifts (provided, that (a) any donee shall execute and deliver to Oppenheimer & Co. Inc., not later than one business
day prior to such transfer, a written agreement, in substantially the form of this agreement and otherwise satisfactory in form and substance
to Oppenheimer & Co. Inc. and (b) if the undersigned is required to file a report under Section 16(a) of the Exchange Act, reporting
a reduction in beneficial ownership of shares of Common Stock or beneficially owned shares or any securities convertible into or exercisable
or exchangeable for Common Stock or beneficially owned shares during the Lock-Up Period, the undersigned shall include a statement in
such report to the effect that such transfer is being made as a gift); (2) (a) the exercise or vesting of equity awards granted pursuant
to any equity compensation plan of the Company, each such security as described in the Registration Statement, the General Disclosure
Package and the Prospectus and outstanding as of the date of this Lock-Up Agreement, and (b) the sale of Common Stock to cover the payment
of the exercise prices or the payment of taxes associated with the exercise or vesting of such securities described in clause 2(a) (provided,
that for clauses (2)(a) and (b), (i) except as provided for in clause 2(b), any securities received upon such exercise or vesting shall
be subject to the terms of this Lock-Up Agreement and (ii) no public filing, report or announcement shall be voluntarily made and if any
filing under Section 16(a) of the Exchange Act, or other public filing, report or announcement reporting a reduction in beneficial ownership
of shares of Common Stock in connection with such distribution shall be legally required during the Lock-Up Period, such filing, report
or announcement shall clearly indicate in the footnotes thereto that such sale of Common Stock is to cover the payment of the exercise
prices or the payment of taxes); and (3) the establishment of a trading plan and/or other written instruction pursuant to Rule 10b5-1
under the Exchange Act (a “Plan”) for the transfer of shares of Common Stock (provided, that (a) such Plan does
not provide for the transfer of shares of Common Stock during the Lock-Up Period, except for transfers pursuant to clause 2(b), provided,
that such transfers of shares of Common Stock represent in the aggregate no more than 3% of the Company’s issued and outstanding
shares of Common Stock as of the date of this Lock-Up Agreement, and (b) the entry into such Plan is not publicly disclosed, including
in any filings under the Exchange Act, during the Lock-Up Period).


 






     


     


    

 


In furtherance of the foregoing,
the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized
to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Lock-Up Agreement.


 


The undersigned hereby represents
and warrants that the undersigned has full power and authority to enter into this Lock-Up Agreement. All authority herein conferred or
agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives
of the undersigned.


 


The undersigned understands that,
if the Placement Agent Agreement does not become effective, or if the Placement Agent Agreement (other than the provisions thereof which
survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder, the
undersigned shall be released form all obligations under this Lock-Up Agreement.


 


The undersigned, whether or not
participating in the Offering, understands that the Placement Agent is entering into the Placement Agent Agreement and proceeding with
the Offering in reliance upon this Lock-Up Agreement.


 


This Lock-Up Agreement shall be
governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof.


 


	 	Very truly yours,
	 	 
	 	[STOCKHOLDER]


 


	 	By: 	 
	 	 	Name:
	 	 	Title: