Exhibit 10.2


 





THIS WARRANT AND THE UNDERLYING SECURITIES
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, TRANSFERRED OR
ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH TRANSACTION UNDER APPLICABLE SECURITIES LAWS OR UNLESS
OFFERED, SOLD, PLEDGED, HYPOTHECATED OR TRANSFERRED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE
LAWS. THE COMPANY SHALL BE ENTITLED TO REQUIRE AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT
REQUIRED.


ONDAS
HOLDINGS INC.


FORM OF


COMMON STOCK WARRANT


May __, 2020


Void After May __, 2025


THIS
CERTIFIES THAT, for value received and subject to the terms and conditions set forth below, [INVESTOR NAME], or assigns
(the “Holder”), is entitled to subscribe for and purchase at the Exercise Price (defined below) from
Ondas Holdings Inc., a Nevada corporation (the “Company”), [WARRANT SHARES] fully-paid
and non-assessable shares of Common Stock of the Company. DEFINITIONS. As used herein, the following terms shall have the
following respective meanings:


(a)   
“Common Stock” shall mean the Company’s Common Stock, par value $0.001 per share.


(b)   
“Exercise Period” shall mean the period commencing at the date of issuance and ending five years
after the date of issuance on May ___, 2025, unless sooner terminated as provided below.


(c)   
“Exercise Price” shall mean $______.


(d)   
“Sale of the Company” shall mean (i) a transaction or series of related transactions with one
or more non-affiliates, pursuant to which such non-affiliate(s) acquires capital stock of the Company or the surviving entity,
in either case, possessing the voting power to elect a majority of the board of directors or a majority of the outstanding capital
stock of the Company or the surviving entity (whether by merger, consolidation, sale or transfer of the Company’s outstanding
capital stock or otherwise); or (ii) the sale, lease or other disposition (including exclusive license) of all or substantially
all of the Company’s assets or any other transaction resulting in all or substantially all of the Company’s assets
being converted into securities of any other entity or cash; provided, however, that the sale by the Company of capital stock for
the purpose of financing its business shall not be deemed to be a Sale of the Company.


(e)   
“Warrant Shares” shall mean the shares of the Company’s Common Stock issuable upon exercise
of this Warrant, subject to adjustment pursuant to the terms herein, including but not limited to adjustment pursuant to Section 5
below.






    


     


    

 


2.      
EXERCISE OF WARRANT.


(a)   
Method of Exercise. The rights represented by this Warrant may be exercised in whole or in part at any time during
the Exercise Period, by delivery of the following to the Company:


(i)                
an executed Notice of Exercise in the form attached hereto;


(ii)              
this Warrant; and


(iii)            
Payment:


(1)   
Payment of the then-applicable Exercise Price per share multiplied by the number of Warrant Shares being purchased upon
exercise of the Warrant (such amount, the “Aggregate Exercise Price”) made in the form of cash, or by
certified check, bank draft or money order payable in lawful money of the United States of America or in the form of a Cashless
Exercise to the extent permitted in Section 2(a)(iii)(2) below.


(2)   
If approved by the Board of Directors of the Company, the Holder may, in its sole discretion, exercise all or any part of
the Warrant in a “cashless” or “net-issue” exercise (a “Cashless Exercise”) by
delivering to the Company (A) the Notice of Exercise and (B) the original Warrant, pursuant to which the Holder shall surrender
the right to receive upon exercise of this Warrant, a number of Warrant Shares having a value (as determined below) equal to the
Aggregate Exercise Price, in which case, the number of Warrant Shares to be issued to the Holder upon such exercise shall be calculated
using the following formula:


X
= Y * (A - B)


A


 


	with:	X =	the number
                          of Warrant Shares to be issued to the Holder
	 	 	 
		Y =	the
                                         number of Warrant Shares with respect to which the Warrant is being exercised



 


		A =	the
                                         fair value per share of Common Stock on the date of exercise of this Warrant
	 	 	 
	 	B =	 the then-current Exercise
      Price of the Warrant



 


 


Solely for the purposes of this paragraph,
“fair value” per share of Common Stock shall mean the average Closing Price (as defined below) per share
of Common Stock for the twenty (20) Trading Days immediately preceding the date on which the Notice of Exercise is deemed to have
been sent to the Company. “Closing Price” means, for any date, the price determined by the first of the
following clauses that applies:  (a) if the Common Stock is then listed or quoted on the NASDAQ Capital Market or any
other national securities exchange, the closing price per share of the Common Stock for such date (or the nearest preceding date)
on the primary eligible market or exchange on which the Common Stock is then listed or quoted; (b) if prices for the Common Stock
are then quoted on the OTC Bulletin Board or any tier of the OTC Markets, the closing bid price per share of the Common Stock for
such date (or the nearest preceding date) so quoted; or (c) if prices for the Common Stock are then reported in the “Pink
Sheets” published by the National Quotation Bureau Incorporated (or a similar organization or agency succeeding to its functions
of reporting prices), the most recent closing bid price per share of the Common Stock so reported. If the Common Stock is not publicly
traded as set forth above, the “fair value” per share of Common Stock shall be reasonably and in good faith determined
by the Board of Directors of the Company as of the date which the Notice of Exercise is deemed to have been sent to the Company.
“Trading Day” means a day on which the Common Stock is traded on an applicable national securities exchange,
on the OTC Bulletin Board or otherwise.


 


For purposes of Rule 144 promulgated under
the Securities Act, it is intended, understood and acknowledged that the Warrant Shares issued in a cashless exercise transaction
shall be deemed to have been acquired by the Holder, and the holding period for such shares shall be deemed to have commenced,
on the date of issuance of this Warrant.






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(b)   
 Partial Exercise. If this Warrant is exercised in part only, the Company shall, upon surrender of this Warrant,
execute and deliver, within 10 days of the date of exercise, a new Warrant evidencing the rights of the Holder, or such other person
as shall be designated in the Notice of Exercise, to purchase the balance of the Warrant Shares purchasable hereunder. If the Holder
exercises this Warrant or attempts to exercise this Warrant before the Company shall have delivered to the Holder a new Warrant
as contemplated above, then the Holder shall be deemed to have validly exercised this Warrant pursuant to this Section 2
without having complied with the requirements of Section 2(a)(ii). In no event shall this Warrant be exercised for
a fractional Warrant Share, and the Company shall not distribute a Warrant exercisable for a fractional Warrant Share. Fractional
Warrant Shares shall be treated as provided in Section 7 hereof.


(c)   
Effect of Exercise. Upon the exercise of the rights represented by this Warrant, shares of Common Stock shall be
issued for the Warrant Shares so purchased, and shall be registered in the name of the Holder or persons affiliated with the Holder,
if the Holder so designates, on or before the third (3rd) business day after the rights represented by this Warrant
shall have been so exercised and shall be issued in certificate or book-entry form and delivered to the Holder, if so requested.
The person in whose name any Warrant Shares are to be issued upon exercise of this Warrant shall be deemed to have become the holder
of record of such shares on the date on which this Warrant was surrendered and payment of the Exercise Price was made, irrespective
of the date of issuance of the shares of Common Stock, except that, if the date of such surrender and payment is a date when the
stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the close
of business on the next succeeding date on which the stock transfer books are open.


3.      
COVENANTS OF THE COMPANY.


(a)   
Covenants as to Warrant Shares. If at any time the number of authorized but unissued shares of Company Stock shall
not be sufficient to permit exercise of this Warrant, the Company will take such corporate action as may, in the opinion of its
counsel, be necessary to increase its authorized but unissued shares of Company Stock (or other securities as provided herein)
to such number of shares as shall be sufficient for such purposes.


(b)   
No Impairment. Except and to the extent as waived or consented to by the Holder or otherwise in accordance with Section 2
hereof, the Company will not, by amendment of its Certificate of Incorporation (as such may be amended from time to time), or through
any means, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the
Company, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant and in the taking
of all such action as may be necessary or appropriate in order to protect the exercise rights of the Holder against impairment.


(c)   
Notices of Record Date. In the event of any taking by the Company of a record of the holders of any class of securities
for the purpose of determining the holders thereof who are entitled to receive any dividend (other than a cash dividend which
is the same as cash dividends paid in previous quarters) or other distribution, the Company shall mail to the Holder, at least
ten (10) days prior to the record date, a notice specifying the date on which any such record is to be taken for the purpose
of such dividend or distribution.



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4.      
REPRESENTATIONS OF HOLDER.


(a)   
Acquisition of Warrant for Personal Account. The Holder represents and warrants that it is acquiring the Warrant
and the Warrant Shares solely for its account for investment and not with a present view toward the public distribution of said
Warrant or Warrant Shares or any part thereof and has no intention of selling or distributing said Warrant or Warrant Shares or
any arrangement or understanding with any other persons regarding the sale or distribution of said Warrant or Warrant Shares, except
as would not result in a violation of the Securities Act. The Holder will not, directly or indirectly, offer, sell, pledge, transfer
or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) the Warrant except in
accordance with the Securities Act and will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of
(or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) the Warrant Shares except in accordance with
the provisions of the Securities Act.


(b)   
Securities Are Not Registered.


(i)                
The Holder understands that the offer and sale of the Warrant or the Warrant Shares have not been registered under the Securities
Act on the basis that no distribution or public offering of such securities of the Company is to be effected. The Holder realizes
that the basis for the exemption may not be present if, notwithstanding its representations, the Holder has a present intention
of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise),
granting any participation in, or otherwise distributing the securities. The Holder has no such present intention.


(ii)              
The Holder recognizes that the Warrant and the Warrant Shares may have to be held indefinitely unless the resale thereof
is subsequently registered under the Securities Act or an exemption from such registration is available. Except as provided in
a separate registration rights agreement between the Holder and the Company, the Holder recognizes that the Company has no obligation
to register the Warrant or the Warrant Shares, or to comply with any exemption from such registration.


(iii)            
The Holder is aware that neither the Warrant nor the Warrant Shares may be sold pursuant to Rule 144 adopted under the Securities
Act unless certain conditions are met, including, among other things, the availability of certain current public information about
the Company and the required holding period under Rule 144 being satisfied. Holder is aware that any such sale made in reliance
on Rule 144, if Rule 144 is available, may be made only in accordance with the terms of Rule 144.


(c)   
Disposition of Warrant and Warrant Shares. The Holder understands and agrees that all certificates evidencing the
Warrant Shares to be issued to the Holder may bear a legend in substantially the following form:


THESE SECURITIES HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 OR ANY APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED
IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE RESALE OF THE SECURITIES UNDER SUCH ACT OR APPLICABLE
STATE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD
PURSUANT TO RULE 144 OR RULE 144A OF SUCH ACT.


5.      
CHANGES IN OUTSTANDING SHARES. In the event of changes in the outstanding Common Stock by reason of stock dividends,
split-ups, recapitalizations, reclassifications, combinations or exchanges of shares, separations, reorganizations, liquidations,
or the like, the number and class of shares available under the Warrant in the aggregate and the Exercise Price shall be correspondingly
adjusted to give the Holder of the Warrant, on exercise for the same aggregate Exercise Price, the total number, class, and kind
of shares as the Holder would have owned had the Warrant been exercised prior to the event and had the Holder continued to hold
such shares until after the event requiring adjustment. The form of this Warrant need not be changed because of any adjustment
in the number, class, and kind of shares subject to this Warrant. The Company shall promptly provide a certificate from an authorized
officer notifying the Holder in writing of any adjustment in the Exercise Price and/or the total number, class, and kind of shares
issuable upon exercise of this Warrant, which certificate shall specify the Exercise Price and number, class and kind of shares
under this Warrant after giving effect to such adjustment.






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6.      
SALE OF THE COMPANY. In the event of a Sale of the Company, then the Company shall ensure that lawful and adequate provision
shall be made whereby the Holder shall thereafter have the right to purchase and receive upon the basis and upon the terms and
conditions herein specified and in lieu of the Warrant Shares immediately theretofore issuable upon exercise of this Warrant only
as provided for in Section 2(a)(iii)(1), such shares of stock, securities or assets (including cash) as would have been issuable
or payable with respect to or in exchange for a number of Warrant Shares equal to the number of Warrant Shares immediately theretofore
issuable upon exercise of this Warrant, had such Sale of the Company not taken place, and in any such case appropriate provision
shall be made with respect to the rights and interests of the Holder to the end that the provisions hereof (including, without
limitation, provision for adjustment of the Exercise Price) shall thereafter be applicable, as nearly equivalent as may be practicable
in relation to any share of stock, securities or assets (including cash) thereafter deliverable upon the exercise thereof. The
Company shall not affect any Sale of the Company unless prior to or simultaneously with the consummation thereof the successor
entity (if other than the Company) resulting from such Sale of the Company, or the entity purchasing or otherwise acquiring such
assets or other appropriate corporation or entity shall assume the obligation to deliver to the Holder, at the last address of
the Holder appearing on the books of the Company, such shares of stock, securities or assets (including cash) as, in accordance
with the foregoing provisions, the Holder may be entitled to purchase, and the other obligations under this Warrant. The provisions
of this Section 6 shall similarly apply to successive Sales of the Company.


7.      
FRACTIONAL SHARES, ADJUSTMENT OF EXERCISE PRICE. No fractional shares shall be issued upon the exercise of this Warrant
as a consequence of any adjustment pursuant hereto. All Warrant Shares (including fractions) issuable upon exercise of this Warrant
may be aggregated for purposes of determining whether the exercise would result in the issuance of any fractional share. If, after
aggregation, the exercise would result in the issuance of a fractional share, the Company shall, in lieu of issuance of any fractional
share, pay the Holder otherwise entitled to such fraction a sum in cash equal to the product resulting from multiplying the then
current fair market value of a Warrant Share by such fraction. No adjustment in the Exercise Price shall be required unless such
adjustment would require an increase or decrease of at least $0.0001; provided, however, that any adjustments which by reason of
this Section 7 are not required to be made shall be carried forward and taken into account in any subsequent adjustment.
All calculations under this Section 7 shall be made to the $0.0001 or to the nearest 1/100th of a share, as the case may
be.


8.      
NO STOCKHOLDER RIGHTS. This Warrant in and of itself shall not entitle the Holder to any voting rights or, except as
otherwise set forth herein, other rights as a stockholder of the Company.


9.      
RESERVATION OF SHARES. The Company shall at all times reserve and keep available out of its authorized but unissued
shares Common Stock no less than 100% of the maximum number of shares of Common Stock issuable upon full exercise of the Warrant.


10.  
TRANSFER OF WARRANT. Subject to applicable laws and compliance with Section 4(c) hereof, this Warrant and
all rights hereunder are transferable, by the Holder in person or by duly authorized attorney, upon delivery of this Warrant and
the form of assignment attached hereto to any transferee designated by Holder.






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11.  
LOST, STOLEN, MUTILATED OR DESTROYED WARRANT. If this Warrant is lost, stolen, mutilated or destroyed, the Company may,
on such terms as to indemnity or otherwise as it may reasonably impose (which shall, in the case of a mutilated Warrant, include
the surrender thereof), issue a new Warrant of like denomination and tenor as the Warrant so lost, stolen, mutilated or destroyed.
Any such new Warrant shall constitute an original contractual obligation of the Company, whether or not the allegedly lost, stolen,
mutilated or destroyed Warrant shall be at any time enforceable by anyone.


12.  
MODIFICATIONS AND WAIVER. Provisions of this Warrant may be amended or modified, or a provision or requirement hereof
waived, only with the written consent of the Company and the Holder.


13.  
NOTICES, ETC. Any notice required or permitted pursuant to this Warrant shall be in writing and shall be deemed sufficient
upon receipt, when delivered personally or sent by courier, overnight delivery service or confirmed email, or forty-eight hours
after being deposited in the regular mail, as certified or registered mail (airmail if sent internationally), with postage prepaid,
addressed to: (a) if to the Holder, the address of the Holder most recently furnished in writing to the Company (or, if no address
has been furnished, the address of such Holder in the Company’s records); and (b) if to the Company, the address of the Company's
corporate headquarters, Attention: Chief Executive Officer.


14.  
ACCEPTANCE. Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and
conditions contained herein.


15.  
GOVERNING LAW. This Warrant shall be construed and enforced in accordance with the laws of the State of Nevada.


16.  
DESCRIPTIVE HEADINGS. The descriptive headings of the several paragraphs of this Warrant are inserted for convenience
only and do not constitute a part of this Warrant. The language in this Warrant shall be construed as to its fair meaning without
regard to which party drafted this Warrant.


17.  
SEVERABILITY. The invalidity or unenforceability of any provision of this Warrant in any jurisdiction shall not affect
the validity or enforceability of such provision in any other jurisdiction, or affect any other provision of this Warrant, which
shall remain in full force and effect.


18.  
ENTIRE AGREEMENT. This Warrants constitute the entire agreement between the parties pertaining to the subject matter
contained in it and supersede all prior and contemporaneous agreements, representations, and undertakings of the parties, whether
oral or written, with respect to such subject matter.


[Signature Page Follows]






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IN WITNESS WHEREOF, the Company
has caused this Warrant to be executed by its duly authorized officer as of May __, 2020.


	 	 	ONDAS HOLDINGS INC.	 
	 	 	 	 
	 	 	By:	               	 
	 	 	Name: Eric Brock	 
	 	 	Title: Chief Executive Officer	 
	 	 	 	 
	 	 	Address for Notice:	 
	 	 	 	 
	 	 	Ondas Holdings Inc.	 
	 	 	165 Gibraltar Court	 
	 	 	Sunnyvale, CA 94089	 
	 	 	Attention: Chief Executive Officer	 



 






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NOTICE OF EXERCISE


TO: ONDAS
HOLDINGS INC.


(1) The undersigned hereby irrevocably elects to exercise
this Warrant and to purchase thereunder, ___________________ full shares of Ondas Holdings Inc. Common Stock issuable upon exercise
of the Warrant and delivery of:


		·	$_________ (in cash as provided for in the foregoing Warrant) and any applicable taxes payable
by the undersigned pursuant to such Warrant; and



		·	__________ shares of Common Stock (pursuant to a Cashless Exercise in accordance with Section
2(a)(iii)(2) of the Warrant) (check here if the undersigned desires to deliver an unspecified number of shares equal the number
sufficient to effect a Cashless Exercise [___]).1






(2) Please issue a certificate or certificates representing
said shares of Common Stock in the name of the undersigned or in such other name as is specified below:


 



(Name)


 



(Address)


(3) If the shares issuable upon this
exercise of the Warrant are not all of the Warrant Shares which the Holder is entitled to acquire upon the exercise of the Warrant,
the undersigned requests that a new Warrant evidencing the rights not so exercised be issued in the name of and delivered to:


 



(Name)


 



(Address and social security or federal employer
identification number (if applicable))





(4) The undersigned represents that (i) the
aforesaid shares of Company Stock are being acquired for the account of the undersigned for investment and not with a view to,
or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or
reselling such shares in violation of the Securities Act of 1933, as amended (the “Securities Act”);
(ii) the undersigned is aware of the Company’s business affairs and financial condition and has acquired sufficient
information about the Company to reach an informed and knowledgeable decision regarding its investment in the Company; (iii) the
undersigned is experienced in making investments of this type and has such knowledge and background in financial and business
matters that the undersigned is capable of evaluating the merits and risks of this investment and protecting the undersigned’s
own interests; (iv) the undersigned understands that the issuance of the shares of Company Stock upon exercise of this Warrant
has not been registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities
Act, which exemption depends upon, among other things, the bona fide nature of the investment intent as expressed herein, and,
because the issuance of such securities has not been registered under the Securities Act, such securities must be held indefinitely
unless the resale thereof is subsequently registered under the Securities Act or an exemption from such registration is available;
(v) the undersigned is aware that the aforesaid shares of Company Stock may not be sold pursuant to Rule 144 adopted under
the Securities Act unless certain conditions are met and until the undersigned has held the shares for the time period prescribed
by Rule 144, that among the conditions for use of Rule 144 is the availability of current information to the public about the
Company; and (vi) the undersigned agrees not to make any disposition of all or any part of the aforesaid shares of Company
Stock unless and until there is then in effect a registration statement under the Securities Act covering such proposed disposition
and such disposition is made in accordance with said registration statement, or the undersigned has furnished the Company with
an opinion of counsel, reasonably satisfactory to the Company, to the effect that such disposition is not required to be registered
pursuant to the Securities Act or any applicable state securities laws; provided, that no opinion shall be required for
any disposition made or to be made in accordance with the provisions of Rule 144.


	 Date:	 	 	Signature:	 
	 	 	 
	 	 	Print Name:	 
	 	 	 
	 	 	 






 



1A cashless exercise is subject to the approval
of the Board of Directors of the Company.



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ASSIGNMENT FORM


(To assign the foregoing Warrant, subject to compliance with
Section 4(c) hereof, execute this form and supply required information. Do not use this form to purchase shares.)


FOR VALUE RECEIVED, the foregoing Warrant and all
rights evidenced thereby are hereby assigned to:


 


 



(Name)


 



(Address)


Dated: ________________, 20___


 


	Holder’s Name:	 	 	 
	 	 	 	 
	Holder’s Signature:	 	 	 
	 	 	 	 
	Holder’s Address:	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 






NOTE: The signature to this Assignment Form must correspond
with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatever. Officers of corporations
and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing
Warrant.


 



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