Exhibit 10.1


 


ONDAS HOLDINGS INC.


 


December 10, 2021


 


Mr. Derek Reisfield


 


Re: Employment Agreement


 


Dear Mr. Reisfield:


 


This letter agreement (the
“Letter Agreement”), on behalf of Ondas Holdings Inc., a Nevada corporation (the “Company”)
to the undersigned individual (the “Executive” or “Employee”) constitutes an Employment
Agreement. This Employment Agreement shall be effective on December 9, 2021 (the “Effective Date”) pursuant to the terms set
forth below:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 




     


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(iv) change in duties
and responsibilities (such as, no longer serving as an officer of the Company);


 


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


 




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


 


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


 


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


 


(a) The Company will pay Executive
(i) the Accrued Obligations through the date of termination, and (ii) Executive’s continued Base Salary and Plan Benefits on a monthly
basis for a period of six (6) months, following the date of termination. If Executive is eligible to receive disability payments pursuant
to a disability insurance policy paid for by the Company, Executive shall assign such benefits to the Company for all periods as to which
Executive is receiving payment under this Letter Agreement.


 


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


 


7.
Termination by Virtue of Death. In the event of Executive’s death while employed pursuant to this Letter Agreement,
all obligations of the parties hereunder shall terminate immediately, and the Company shall, pursuant to the Company’s standard
payroll policies, pay to Executive’s legal representatives the Accrued Obligations and any vested benefits that Executive or Executives
estate, may be entitled to receive under any Company policy or Plan Benefits, and pay to the Executive’s legal representatives the
Executive’s continued Base Salary on a monthly basis for a period of six (6) months, following the Executive’s death.


 


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


 


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


 


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


 


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


 




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12. Dispute Resolution; Governing
Law.


 


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


 


(b) If any dispute (“Dispute”)
between the Executive and the Company (each a “Party” and collectively, the “Parties”) arising under this Letter
Agreement cannot reasonably be resolved by the Parties through mutual negotiation, the Parties hereto agree that the claim or dispute
including the arbitrability of the Letter Agreement will be submitted to and decided by binding arbitration under the Employment Rules
of the American Arbitration Association, except to the extent that the Employment Rules conflict with this provision, in which event,
this Letter Agreement shall control. This arbitration provision shall not limit the right of either Party prior to or during any such
Dispute to seek, use, and employ ancillary, or preliminary rights and/or remedies, judicial or otherwise, for the purpose of maintaining
the status quo until such time as the arbitration award is rendered or the Dispute is otherwise resolved. Within ten (10) calendar days
of service of a Demand for Arbitration, the Parties shall agree upon a sole arbitrator, or if a sole arbitrator cannot be agreed upon
within ten (10) calendar days, then either Party may apply to any judge in any court of competent jurisdiction in the County of Santa
Clara, California for appointment of the arbitrator. The arbitrator(s) shall have the authority only to award equitable relief
and compensatory damages. The arbitrator shall have the right to award costs including expenses and attorneys’ fees incurred in
connection with these dispute resolution procedures and the fees, expenses and costs incurred by the arbitrator. The arbitrator shall
prepare a final award in writing, and the decision of the arbitrator shall be final and binding and may not be appealed. Any party may
apply to any court having jurisdiction to enforce the decision of the arbitrator and to obtain a judgment thereon. All arbitration proceedings
held pursuant to this Letter Agreement shall be held in Sunnyvale, California. The discovery provision of the California Rules of Civil
Procedure in effect at the time of arbitration shall be deemed incorporated herein for the purpose of such arbitration proceedings. Other
than any initial filing fee to initiate the arbitration, the Company will bear all costs associated with any arbitration proceedings under
this section. The Parties agree that full payment of all invoices for arbitrator or administrative fees will be due within 45 days of
receipt by the Company. The Parties further agree that the Company will be automatically entitled to one extension of time of 30 days
for payment of any invoice for arbitrator or administrative fees. Either Party, at its sole discretion, may consolidate an arbitration
conducted under this Letter Agreement with any other arbitration to which it is a party provided that (i) the arbitration agreement governing
the other arbitration permits consolidation, (ii) the arbitrations to be consolidated substantially involve common questions of law or
fact, and (iii) the arbitrations employ materially similar procedural rules and methods for selecting arbitrator(s). This agreement to
arbitrate waives any right to trial by jury.


 


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


 




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


 


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


 


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


 


I have read and accept this Letter Agreement:


 


	/s/ Derek Reisfield	 
	Derek Reisfield	 
	 	 
	Dated: 	December 10, 2021	 


 




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EXHIBIT A


 


ONDAS
HOLDINGS INC.


 


Waiver and Release of Claims


 


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


 


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


 


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


 


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


 


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


 


Employee:


 


	/s/ Derek Reisfield	 
	Derek Reisfield	 
	 	 
	Dated: 	December 10, 2021	 


 




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EXHIBIT B


 


ONDAS
HOLDINGS INC.


 


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


 


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


 


1. Employment.


 


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


 


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


 


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


 


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


 


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


 


2. Non-Competition.


 


I acknowledge that employment by the Company will
give me access to the Confidential Information, and that my knowledge of the Confidential Information will enable me to put the Company
at a significant competitive disadvantage if I am employed or engaged by or become involved in a Competitive Business. Accordingly, during
the Employment Period, I will not be engaged in any manner whatsoever, including, without limitation, either individually or in partnership,
jointly or in conjunction with any other person, or as an employee, consultant, adviser, principal, agent, member, investor, or proprietor
in any Competitive Business, except that nothing in this provision prohibits me from holding not more than 5% of the issued shares
of a public company listed on any recognized stock exchange or traded on any bona fide “over the counter” market anywhere
in the world.


 


Further, for the protection of the Company's Confidential
Information, I agree for one year after the Termination Date, I will not, directly or indirectly, individually or in partnership or in
conjunction with any other Person:


 


(i) be engaged in any manner whatsoever,
including, without limitation, either individually or in partnership, jointly or in conjunction with any other person, or as an employee,
consultant, adviser, principal, agent, member, or proprietor in any Competitive Business to the extent that doing so would cause me directly
or indirectly to use, copy, transfer, rely on, or disclose Confidential Information; or


 


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


 


(iii) advise, invest in, lend money
to, guarantee the debts or obligations of, or otherwise have any other financial or other interest (including an interest by way of royalty
or other compensation arrangements) in or in respect of any person which carries on a Competitive Business, to the extent that doing so
would cause me directly or indirectly to use, copy, transfer, rely on, or disclose Confidential Information.


 


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


 




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3. Confidential Information.


 


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


 


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


 


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


 


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


 


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


 


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


 




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4. Intellectual Property.


 


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


 


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


 


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


 


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


 


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


 


Prior Intellectual Property:


 


	 	 	Identifying Number
	Title	Date	or Brief Description


 




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


 


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


 


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


 


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


 


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


 


9. Arbitration and Equitable Relief.


 


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


 




    	 	10	 



    


    

 


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


 


10. General Provisions.


 


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


 


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


 


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


 


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


 


IN WITNESS WHEREOF, the undersigned has executed
this Employment, Confidential Information and Intellectual Property Assignment Agreement as of June 3, 2020.


 


	 	By:	/s/ Derek Reisfield
	 	Name:	Derek Reisfield
	 	Address: 	
    61 Old South Road, #495

    Nantucket, MA 02554



 


	WITNESS	 
	 	 	 
	By:	/s/ Eric Brock	 
	Name:	Eric Brock	 
	Address: 	
    61 Old South Road, #495

    Nantucket, MA 02554
	 


 




    	 	11	 



    


    

 


APPENDIX A


 


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


 


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


 


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


 


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


 


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


 




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APPENDIX B


 


ONDAS
HOLDINGS INC.


 


Termination Certificate


 


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


 


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


 


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


 


	Date: 	 	 	(Signature)


 


 


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