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false iso4217:USD xbrli:shares iso4217:USD xbrli:shares UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported) June 9, 2025
Ondas Holdings Inc.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
One Marina Park Drive Suite 1410 Boston MA
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including
area code
N/A
(Former name or former address, if changed since
last report.)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Common Stock par value $0.0001
ONDS
The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by checkmark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
On June 9, 2025, Ondas Holdings
Inc. (the “Company” or “Ondas”) entered into an underwriting agreement (the “Underwriting Agreement”)
with Oppenheimer & Co. Inc., as sole underwriter (the “Underwriter”), relating to the Company's underwritten public
offering (the “Offering”) of 22,400,000 shares (the “Firm Shares”) of its common stock, par value $0.0001 per
share (“Common Stock”) and pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 9,600,000 shares
of Common Stock (the “Pre-Funded Warrant Shares”). Pursuant to the Underwriting Agreement, the Company also granted the Underwriter
a 30-day option (the “Option”) to purchase an additional 4,800,000 shares of Common Stock (the “Option Shares,”
and together with the Firm Shares, the “Shares”). On June 10, 2025, the Underwriter exercised the Option in full.
The Shares and Pre-Funded
Warrants were offered, issued, and sold pursuant to a prospectus supplement and accompanying prospectus that form part of an effective
shelf registration statement on Form S-3 (File No. 333-286642), which was filed with the Securities and Exchange Commission (the “SEC”)
on April 18, 2025 and was declared effective on April 25, 2025.
On June 11, 2025, the Company
closed the Offering and issued the Shares and Pre-Funded Warrants. The public offering price for each Share was $1.25 and the public offering
price for each Pre-Funded Warrant was $1.2499. The Pre-Funded Warrants have an exercise price of $0.0001 per share, are immediately exercisable
and will expire three years from the date of issuance. The net proceeds to the Company are approximately $42.8 million after
deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The Company intends to use the
net proceeds of the Offering for general corporate purposes, including funding capital expenditures and providing working capital.
The Underwriting Agreement
includes customary representations, warranties, and agreements by the Company, customary conditions to closing, indemnification obligations
of the Company and the Underwriter, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties
and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes
of such Underwriting Agreement and as of specific dates, were solely for the benefit of the parties to the Underwriting Agreement and
were subject to limitations agreed upon by the contracting parties.
The foregoing summaries of
the Underwriting Agreement and the Pre-Funded Warrant do not purport to be complete and are subject to, and qualified in their entirety
by, such documents attached as Exhibits 1.1 and 4.1, respectively, to this Current Report on Form 8-K (the "Form 8-K"), which
are incorporated herein by reference.
A copy of the opinion of Snell
& Wilmer L.L.P. relating to the legality of the issuance and sale of the Shares and the Pre-Funded Warrant Shares is attached as Exhibit
5.1 hereto. A copy of the opinion of Akerman LLP relating to the legality of the issuance and sale of the Pre-Funded Warrants is attached
as Exhibit 5.2 hereto.
Item 8.01. Other Events.
On June 9, 2025, the Company
issued a press release announcing the launch of the Offering. The press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated
herein by reference. Also, on June 10, 2025, the Company issued a press release announcing the pricing of the Offering. The press release
is attached as Exhibit 99.2 to this Form 8-K and is incorporated herein by reference.
On June 11, 2025, the Company
issued a press release announcing the closing of the Offering. The press release is attached as Exhibit 99.3 to this Form 8-K and is incorporated
herein by reference.
Item 9.01. Financial Statements and Exhibits
(d)
Exhibits
Exhibit No.
Description
Underwriting Agreement, dated June 9, 2025, by and between the Company and Oppenheimer & Co. Inc., as representative of the several underwriters named in Schedule I thereto.
Form of Pre-Funded Warrant.
Opinion of Snell & Wilmer L.L.P.
Opinion of Akerman LLP.
Consent of Snell & Wilmer L.L.P. (included in Exhibit 5.1).
Consent of Akerman LLP (included in Exhibit 5.2).
Press Release, dated June 9, 2025.
Press Release, dated June 10, 2025.
Press Release, dated June 11, 2025.
Cover Page Interactive Data File (embedded within the Inline XBRL document)
Forward Looking Statements
Statements made in this Current
Report on Form 8-K that are not statements of historical or current facts are “forward-looking statements” within the meaning
of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding the intended use of net proceeds
of the offering. We caution readers that forward-looking statements are predictions based on our current expectations about future events.
These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions that
are difficult to predict. These risks and uncertainties relate, among other things, to fluctuations in our stock price and changes in
market conditions. Our actual results, performance, or achievements could differ materially from those expressed or implied by the forward-looking
statements as a result of a number of factors, including the risks discussed under the heading "Risk Factors" discussed under
the caption "Item 1A. Risk Factors" in Part I of our most recent Annual Report on Form 10-K or any updates discussed under the
caption "Item 1A. Risk Factors" in Part II of our Quarterly Reports on Form 10-Q and in our other filings with the SEC. We undertake
no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise
that occur after that date, except as required by law.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date: June 11, 2025
ONDAS HOLDINGS INC.
By:
/s/ Eric A. Brock
Eric A. Brock
Chief Executive Officer
Exhibit 1.1
22,400,000 Shares of Common Stock
Pre-Funded Warrants to Purchase 9,600,000 Shares
of Common Stock
ONDAS HOLDINGS INC.
UNDERWRITING AGREEMENT
June 9, 2025
Oppenheimer & Co. Inc.,
as Representative of the several
Underwriters named in Schedule I hereto
c/o 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 to you and the
other underwriters named on Schedule I to this Agreement (the “ Underwriters ”), for whom you are acting
as Representative (the “ Representative ”), an aggregate of (i) 22,400,000 shares (the “ Firm Shares ”)
of the Company's common stock, $0.0001 par value per share (the “ Common Stock ”), and (ii) pre-funded warrants
to purchase up to 9,600,000 shares of Common Stock (the “ Pre-Funded Warrants ”). The respective amounts of the Securities
to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. In addition, the Company
proposes to grant to the Underwriters an option to purchase up to an additional 4,800,000 shares (the “ Option Shares ”
and together with the Firm Shares, the “ Shares ”) of Common Stock from the Company for the purpose of covering over-allotments
in connection with the sale of the Firm Shares. The aggregate number of shares of Common Stock issuable upon exercise of the Pre-Funded
Warrants is hereinafter referred to as the “ Pre-Funded Warrant Shares .” The Shares, the Pre-Funded Warrants and the
Pre-Funded Warrant Shares are collectively called the “ Securities .” To the extent there are no additional underwriters
listed on Schedule I hereto, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters”
shall mean either the singular or the plural, as the context requires.
The terms of the Pre-Funded
Warrants are set forth in the form of Pre-Funded Warrant attached hereto as Exhibit B
The Company has prepared and
filed in conformity with the requirements of the Securities Act of 1933, as amended (the “ Securities Act ”), and the
published rules and regulations thereunder (the “ Rules ”) adopted by the Securities and Exchange Commission (the “ Commission ”)
a registration statement on Form S-3 (No. 333-286642), including a related prospectus dated April 25, 2025 (the “ Base Prospectus ”)
relating to common stock, preferred stock, debt securities, units and warrants to purchase common stock, preferred stock or debt securities
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 or Rule 430B 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 “ Preliminary Prospectus ” means the Base Prospectus, together with any preliminary prospectus supplement
used or filed with the Commission pursuant to Rule 424 of the Rules, in the form provided to the Underwriters by the Company for use in
connection with the offering of the Securities. The term “ Prospectus ” means the Base Prospectus, any Preliminary Prospectus
and any amendments or further supplements to such prospectus, and including, without limitation, the final prospectus supplement, filed
pursuant to and within the limits described in Rule 424(b) with the Commission in connection with the proposed sale of the Securities
contemplated by this Agreement 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, any Preliminary Prospectus, 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, any Preliminary Prospectus, 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, any such Preliminary Prospectus, the Statutory Prospectus or Prospectus, as the case may be, and deemed to be incorporated
therein by reference.
The Company understands that
the Underwriters propose to make a public offering of the Securities, as set forth in and pursuant to the Statutory Prospectus (as hereinafter
defined) and the Prospectus, as soon after the Effective Date and the date of this Agreement as the Representative deems advisable. The
Company hereby confirms that the Underwriters and dealers have been authorized to distribute or cause to be distributed each Preliminary
Prospectus, 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 Underwriters).
Sale,
Purchase, Delivery and Payment for the Securities . On the basis of the representations, warranties and agreements contained
in, and subject to the terms and conditions of, this Agreement:
(a) The
Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase
from the Company, at a purchase price of (x) $1.1875 per Share (the “ Initial Price ”) and (y) $1.1874 per Pre-Funded
Warrant, the number of such Securities set forth opposite the name of such Underwriter on Schedule I to this Agreement, subject
to adjustment in accordance with Section 8 hereof.
(b) The
Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares
at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representative
to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of
the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may
be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing
Date (as defined below), and from time to time thereafter within 30 days after the date of this Agreement, in each case upon written,
facsimile or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Representative
to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business
days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased
and the time and date (if other than the Firm Shares Closing Date) of such purchase.
(c) Payment
of the purchase price for, and delivery of certificates or book entry statements for, the Firm Shares and the Pre-Funded Warrants shall
be made at the offices of Oppenheimer & Co. Inc., 85 Broad Street, New York, New York 10004, at 10:00 a.m., New York City time, on
the first (second, if pricing occurs after 4:30 p.m., New York City time, on any given day) business day following the date of this Agreement
or at such time on such other date, not later than ten (10) business days after the date of this Agreement, as shall be agreed upon by
the Company and the Representative (such time and date of delivery and payment are called the “ Firm Shares Closing Date ”).
In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price, and delivery
of the certificates or book entry statements, for such Option Shares shall be made at the above-mentioned offices, or at such other place
as shall be agreed upon by the Representative and the Company, on each date of delivery as specified in the notice from the Representative
to the Company (such time and date of delivery and payment are called the “ Option Shares Closing Date ”). The Firm Shares
Closing Date and any Option Shares Closing Date are called, individually, a “ Closing Date ” and, together, the “ Closing
Dates .”
(d) Payment
shall be made to the Company by wire transfer of immediately available funds, against delivery of the respective certificates or book
entry statements to the Representative for the respective accounts of the Underwriters of certificates or book entry statements for the
Shares and the Pre-Funded Warrants to be purchased by them. Notwithstanding the foregoing, the Company and the Representative shall instruct
purchasers of the Pre-Funded Warrants in the offering to make payment for the Pre-Funded Warrants on the Firm Shares Closing Date to the
Company by wire transfer in immediately available funds to the account specified by the Company at a purchase price of $1.2499 per Pre-Funded
Warrant, in lieu of payment by the Underwriters for such Pre-Funded Warrants, and the Company shall deliver the Pre-Funded Warrants to
such purchasers on the Firm Shares Closing Date in definitive form against such payment, in lieu of the Company's obligation to
deliver the Pre-Funded Warrants to the Underwriters; provided that, the Representative shall withhold $0.0625 per Pre-Funded Warrant with
respect to such Pre-Funded Warrants as an offset against the payment owed by the Representative to the Company with respect to the Securities
hereunder.
(e) The
Shares shall be registered in such names and shall be in such denominations as the Representative shall request at least one full business
day before the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the option as described
in Section 1(b) and shall be delivered by or on behalf of the Company to the Representative through the facilities of the Depository Trust
Company (“ DTC ”) for the account of such Underwriter. The Company will cause the certificates or book entry statements
representing the Shares and the Pre-Funded Warrants to be made available for checking and packaging, at such place as is designated by
the Representative, on the full business day before the Firm Shares Closing Date (or the Option Shares Closing Date in the case of the
Option Shares). The Pre-Funded Warrants shall be delivered to the Representative in definitive form, registered in such names and in such
denominations as the Representative shall request in writing not later than the Firm Shares Closing Date. The Pre-Funded Warrants will
be made available for inspection by the Representative on the business day prior to the Firm Shares Closing Date.
Representations
and Warranties of the Company . The Company represents and warrants to each Underwriter as of the date hereof, as of the Firm
Shares Closing Date and as of each Option Shares Closing Date (if any), as follows:
(a) On
the Effective Date, the Registration Statement complied, and on the date of the Prospectus, the date any post-effective amendment to the
Registration Statement becomes effective, the date any supplement or amendment to the Prospectus is filed with the Commission and each
Closing Date, the Registration Statement and the Prospectus (and any amendment thereof or supplement thereto) will comply, in all material
respects, with the requirements of the Securities Act and the Rules and Exchange Act, and the rules and regulations of the Commission
thereunder. The Registration Statement did not, as of the Effective Date, 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; and on the Effective Date and the other dates referred to above neither the Registration Statement
nor the Prospectus, nor any amendment thereof or supplement thereto, will contain any untrue statement of a material fact or will omit
to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. When any
Preliminary Prospectus was first filed with the Commission (whether filed as part of the Registration Statement or any amendment thereto
or pursuant to Rule 424(a) of the Rules) and when any amendment thereof or supplement thereto was first filed with the Commission, such
Preliminary Prospectus or 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, each Preliminary Prospectus and the Prospectus delivered to the Underwriters 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 Registration Statement, any Preliminary Prospectus or the Prospectus made in
reliance upon, and in conformity with, information herein or otherwise furnished in writing by the Representative on behalf of the several
Underwriters specifically for use in the Registration Statement, any Preliminary Prospectus or the Prospectus, as the case may be. With
respect to the preceding sentence, the Company acknowledges that the only information furnished in writing by the Representative for use
in the Registration Statement, any Preliminary Prospectus or the Prospectus consists of the following: the statements appearing in the
fifth paragraph under the caption “Underwriting” in the Prospectus and the first and second paragraphs under the caption “Underwriting—Stabilization
and Passive Market Making” in the Prospectus (collectively, the “ Underwriter 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 and the Statutory Prospectus (as hereinafter defined), all considered together (collectively,
the “ General Disclosure Package ”), and (ii) any individual Written Testing-the Waters Communication (as defined herein),
when considered together with 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 Underwriter Information.
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 III 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 8:30 p.m. (Eastern time) on the date of this Underwriting Agreement.
“subsidiaries” shall refer to Ondas Networks Inc., Ondas Autonomous Systems Inc., American Robotics, Inc., Airobotics Ltd., Airobotics Pte. Ltd.,
Airobotics, Inc. and Airobotics Gulf DMCC.
“ Statutory Prospectus ”
as of any time means the Preliminary Prospectus relating to the Securities that is included in the Registration Statement immediately
prior to the Applicable Time, including any document incorporated by reference therein and any prospectus supplement deemed to be a part
thereof, including any document incorporated by reference therein.
(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 any Preliminary Prospectus or the Prospectus 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 any Preliminary Prospectus
and/or 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.
(d) The
documents incorporated by reference in the Registration Statement, any Preliminary Prospectus 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, any Preliminary Prospectus 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
consolidated financial statements of the Company (including all notes and schedules thereto) included in the Registration Statement, 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.
There are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration
Statement, the General Disclosure Package or the Prospectus that are not included or incorporated by reference as required.
(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) The
Company and the subsidiary 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. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus,
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.
(i) The
Registration Statement initially became effective within three years of the date hereof. If, immediately prior to the third anniversary
of the initial effective date of the Registration Statement, any of the Securities remain unsold by the Underwriters, the Company will,
prior to that third anniversary file, if it has not already done so, a new shelf registration statement relating to the Securities, in
a form satisfactory to the Representative, will use its best efforts to cause such registration statement to be declared effective within
180 days after that third anniversary, and will take all other action necessary or appropriate to permit the public offering and sale
of the Securities to continue as contemplated in the expired Registration Statement. References herein to the registration statement relating
to the Securities shall include such new shelf registration statement.
(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 the Pre-Funded
Warrants 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 and
is an “ineligible issuer,” as defined 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 and the Pre-Funded Warrants 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.
(m) The
Company and its subsidiaries' information technology assets and equipment, computers, systems, networks, hardware, software, websites,
applications, and databases (collectively, “ IT Systems ”) are adequate for, and operate and perform in all material
respects as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted, free
and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its subsidiaries
have implemented and maintained commercially reasonable physical, technical and administrative controls, policies, procedures, and safeguards
to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all
IT Systems and data, including “Personal Data,” used in connection with their businesses. “ Personal Data ”
means (i) a natural person's name, street address, telephone number, e-mail address, photograph, social security number or
tax identification number, driver's license number, passport number, credit card 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) “personal data” as defined by GDPR; (iv) any information which would qualify as “protected
health information” under the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information
Technology for Economic and Clinical Health Act (collectively, “ HIPAA ”); and (v) any other piece of information
that allows the identification of such natural person, or his or her family, or permits the collection or analysis of any data related
to an identified person's health or sexual orientation. To the knowledge of the Company, there have been no breaches, violations,
outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the
duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Company and its subsidiaries
are presently in material compliance with all applicable laws or statutes and all 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 Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation
or modification.
(n) The
Company and its subsidiaries are, and at all prior times were, in material compliance with all applicable state and federal data privacy
and security laws and regulations, including without limitation HIPAA, and the Company and its subsidiaries have taken commercially reasonable
actions to prepare to comply with, and have been and currently are in compliance with, the European Union General Data Protection Regulation
(“ GDPR ”) (EU 2016/679) (collectively, the “ Privacy Laws ”). To ensure compliance with the Privacy
Laws, the Company and its subsidiaries have in place, comply with, and take appropriate steps reasonably designed to ensure compliance
in all material respects with their policies and procedures relating to data privacy and security and the collection, storage, use, disclosure,
handling, and analysis of Personal Data (the “ Policies ”). The Company and its subsidiaries have at all times made all
disclosures to users or customers required by applicable laws and regulatory rules or requirements, and none of such disclosures
made or contained in any Policy have, to the knowledge of the Company, been inaccurate or in violation of any applicable laws and regulatory
rules or requirements in any material respect. The Company further certifies that neither it nor any subsidiary: (i) has received
notice of any actual or potential liability under or relating to, or actual or potential violation of, any of the Privacy Laws, and has
no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) is currently conducting
or paying for, in whole or in part, any investigation, remediation, or other corrective action pursuant to any Privacy Law; or (iii) is
a party to any order, decree, or agreement that imposes any obligation or liability under any Privacy Law.
(o) 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.
(p) 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, 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 securities issued in connection with
the Company's 3% Senior Convertible Notes (the “ Notes ”)) 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.
(q) 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 material 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 subsidiary, 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 subsidiary, 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.
(r) 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.
(s) 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.
(t) This
Agreement has been duly authorized, executed and delivered by the Company.
(u) Neither
the execution, delivery and performance of this Agreement and the Pre-Funded Warrants 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.
(v) 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 General Disclosure Package and the Prospectus. The certificates or book entry
statements evidencing the Shares and the Pre-Funded Warrants are in due and proper legal form and have been duly authorized for issuance
by the Company. 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. The Company has reserved and kept available for the exercise
of the Pre-Funded Warrants such number of authorized but unissued shares as are sufficient to permit the exercise in full of the Pre-Funded
Warrants. The Shares, when issued and sold pursuant to this Agreement, the Pre-Funded Warrant Shares, when issued and sold pursuant to
the Pre-Funded Warrants, will be duly and validly issued, fully paid and nonassessable and none of them will be issued in violation of
any preemptive or other similar right. Neither the filing of the Registration Statement nor the offering or sale of the Securities as
contemplated by this Agreement and the Pre-Funded Warrants 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 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, the Shares and the Pre-Funded Warrants conform in all material respects to all
statements in relation thereto contained in the Registration Statement, General Disclosure Package, the Statutory Prospectus and the Prospectus.
(w) 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 II hereto
has delivered to the Representative her, his or their enforceable written lock-up agreement in the form attached to this Agreement as Exhibit A hereto (“ Lock-Up Agreement ”).
(x) 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.
(y) All
necessary corporate action has been duly and validly taken by the Company and to authorize the execution, delivery and performance of
this Agreement and the Pre-Funded Warrants and the issuance and sale of the Securities by the Company. The Pre-Funded Warrants have been
duly and validly authorized and, upon the execution and delivery thereof by the Company on the Firm Shares Closing Date, will constitute
legal, valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except
(i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general
application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific
performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited
by applicable law.
(z) 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.
(aa) 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.
(bb) 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.
(cc) 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.
(dd) 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.
(ee) The Shares and the Pre-Funded
Warrant Shares have been duly authorized for listing on The Nasdaq Capital Market.
(ff) 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.
(gg) 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.
(hh) 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.
(ii) 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.
(jj) 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).
(kk) Except as described
in the Registration Statement, the General Disclosure Package, the Statutory Prospectus and the Prospectus, 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.
(ll) The 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.
(mm) 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.
(nn) 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, 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.
(oo) 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 and the Pre-Funded Warrants and the consummation
of the transactions herein and therein 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 Shares
for public offering by the Underwriters under the state securities or Blue Sky laws) has been obtained or made and is in full force
and effect.
(pp) 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 Representative.
(qq) All of the information
provided to the Underwriters or to counsel for the Underwriters 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.
(rr) (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.
(ss) 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.
(tt) 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.
(uu) The Company is not and,
after giving effect to the offering and sale of the Securities and the application of proceeds thereof (including any cash exercise of
the Pre-Funded Warrants) 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 ”).
(vv) 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.
(ww) 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.
(xx) (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 (i) 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 (ii) located, organized or resident in a country or territory that is the subject or the target
of Sanctions, including, without limitation, the Crimea region, the non-government controlled areas of the Zaporizhzhia and Kherson Regions
of Ukraine (or any other Covered Region of Ukraine identified pursuant to Executive Order 14065), the so-called Donetsk People's
Republic, the so-called Luhansk People's Republic, 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.
(yy) 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
and the Pre-Funded Warrants pursuant to the Securities Act, the Rules or any interpretations thereof by the Commission.
(zz) (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 400 1(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.
(aaa) None of the Company,
its directors or its officers has distributed nor will distribute prior to the later of (i) the Firm Shares Closing Date, or the Option
Shares Closing Date, and (ii) completion of the distribution of the Shares and the Pre-Funded Warrants, any offering material in connection
with the offering and sale of the Securities other than any Preliminary Prospectus, the Prospectus, the Registration Statement and other
materials, if any, permitted by the Securities Act and consistent with Section 3(d) below.
(bbb) The Company (a) has
not alone engaged in any Testing-the-Waters Communication (as defined below) other than Testing-the-Waters Communications with the consent
of the Representative with entities that are qualified institutional buyers within the meaning of Rule 144A under the Securities Act or
institutions that are accredited investors within the meaning of Rule 501 under the Securities Act and (b) has not authorized anyone
other than the Representative to engage in Testing-the-Waters Communications. The Company reconfirms that the Representative has been
authorized to act on its behalf in undertaking Testing-the-Waters Communications. The Company has not distributed any Written Testing-the-Waters
Communications (as defined herein). “ Testing-the-Waters Communication ” means any oral or written communication with
potential investors undertaken in reliance on Section 5(d) or Rule 163B of the Securities Act. “ Written Testing-the-Waters Communication ”
means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Securities Act.
(ccc) 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 or the Prospectus has been made or reaffirmed without a reasonable basis or has been disclosed
other than in good faith.
(ddd) Other than as contemplated
by this Agreement and the Pre-Funded Warrants, 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 and the Pre-Funded Warrants or the consummation
of the transactions contemplated hereby or thereby.
(eee) 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.
(fff) There are (and prior
to the Firm Shares Closing Date and as of each Option Shares Closing Date (if any), 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.
(ggg) The Company (i) does
not have any material lending or other relationship with any banking or lending affiliate of any Underwriter 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 any Underwriter.
(hhh) 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.
Conditions
of the Underwriters' Obligations . The obligations of the Underwriters under this Agreement are several and not joint.
The respective obligations of the Underwriters to purchase the Shares and the Pre-Funded Warrants are subject to each of the following
terms and conditions:
(a) Notification
that the Registration Statement has become effective shall have been received by the Representative, and the Prospectus shall have been
timely filed with the Commission in accordance with Section 4(a) of this Agreement and any material required to be filed by the Company
pursuant to Rule 433(d) of the Rules shall have been timely filed with the Commission in accordance with such rule.
(b) No
order preventing or suspending the use of any Preliminary Prospectus or the Prospectus 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 Representative.
If the Company has elected to rely upon Rule 430B, Rule 430B information previously omitted from the effective Registration Statement
pursuant to Rule 430B 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 Representative 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 430B.
(c) The
representations and warranties of the Company contained in this Agreement and in the certificates delivered pursuant to Section 3(d) shall
be true and correct when made and on and as of each Closing Date as if made on such date. The Company shall have performed all covenants
and agreements and satisfied all the conditions contained in this Agreement required to be performed or satisfied by them at or before
such Closing Date.
(d) The
Representative shall have received on each Closing Date a certificate, addressed to the Representative and dated such Closing Date, of
the chief executive officer and the chief financial 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; (ii) the
Company has performed all covenants and agreements and satisfied all conditions contained herein; (iii) they have carefully examined the
Registration Statement, the Prospectus and the General Disclosure Package, and, in their opinion (A) as of the Effective Date the Registration
Statement and Prospectus did not include, and as of the Applicable Time, the General Disclosure Package did not include, 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.
(e) The
Representative shall have received: (i) simultaneously with the execution of this Agreement a signed letter from the Auditor addressed
to the Representative and dated the date of this Agreement, in form and substance reasonably satisfactory to the Representative, 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 General Disclosure Package
and the Prospectus, and (ii) on each Closing Date, a signed letter from the Auditor addressed to the Representative and dated the date
of such Closing Date(s), in form and substance reasonably satisfactory to the Representative 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 General Disclosure Package and the Prospectus, provided ,
that such letter delivered on the Firm Shares Closing Date and as of each Option Shares Closing Date (if any), shall use a “cut-off”
date no more than two business days prior to the Firm Shares Closing Date and each Option Shares Closing Date (if any).
(f) The
Representative shall have received on each Closing Date from Akerman LLP, counsel for the Company, an opinion and negative assurance letter,
addressed to the Representative and dated such Closing Date in form and substance reasonably satisfactory to the Representative.
(g) The
Representative shall have received on each Closing Date from Snell & Wilmer L.L.P., Nevada local counsel for the Company, an opinion,
addressed to the Representative and dated such Closing Date in form and substance reasonably satisfactory to the Representative.
(h) The
Representative shall have received on each Closing Date from Akerman LLP, intellectual property counsel for Ondas Autonomous Systems,
Inc., a Nevada corporation, an opinion, addressed to the Representative and dated such Closing Date in form and substance reasonably satisfactory
to the Representative.
(i) The
Representative shall have received on each Closing Date from Pearl Cohen Zedek Latzer Baratz LLP, intellectual property counsel for Ondas
Networks Inc., a Texas corporation, an opinion, addressed to the Representative and dated such Closing Date in form and substance reasonably
satisfactory to the Representative.
(j) The
Representative shall have received on each Closing Date from Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel for the Representative,
an opinion and negative assurance letter, addressed to the Representative and dated such Closing Date in form and substance reasonably
satisfactory to the Representative.
(k) The
Representative shall have received on and as of (i) the date hereof and (ii) each Closing Date, a certificate of the chief financial officer
of the Company confirming certain financial information included in the General Disclosure Package and the Prospectus, in form and substance
reasonably satisfactory to the Representative.
(l) All
proceedings taken in connection with the sale of the Securities as herein contemplated shall be reasonably satisfactory in form and substance
to the Representative, and their counsel.
(m) The
Representative shall have received copies of the Lock-up Agreements executed by each entity or person listed on Schedule II hereto.
(n) The
Shares and the Pre-Funded Warrant Shares shall have been approved for listing on The Nasdaq Capital Market, subject only to official notice
of issuance.
(o) The
Representative 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 material change in the
capital stock of the Company or any material 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 or 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 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 Representative's judgment to proceed with the purchase or
offering of the Securities as contemplated hereby.
(p) On
or before the Firm Shares Closing Date, FINRA shall have confirmed that it has not raised any objection with respect to the fairness and
reasonableness of the underwriting terms and agreements in connection with the offering of the Securities.
(q) 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 the Firm Shares Closing Date or an Option Shares Closing Date (if any),
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 the Closing Date or an Option Shares Closing Date (if any), prevent the issuance or sale of the Securities.
(r) The
Representative shall have received on or prior to each Closing Date satisfactory evidence of the good standing of the Company in its jurisdiction
of organization and its good standing as a foreign entity in such other jurisdictions as the Representative may reasonably request, in
each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions.
(s) Prior
to the Firm Shares Closing Date, the Representative shall have received electronic copies of the Pre-Funded Warrants executed by the Company.
(t) Prior
to the Firm Shares Closing Date, the Company shall have furnished or caused to be furnished to the Representative such waiver by and between
the Company and the holder of the Notes issued by the Company.
(u) The
Company shall have furnished or caused to be furnished to the Representative such further certificates or documents (including a Secretary's
Certificate) as the Representative shall have reasonably requested.
Covenants
and other Agreements of the Company and the Underwriters
(a) The
Company covenants and agrees as follows:
(i) The
Company will use its best efforts to cause the Registration Statement, if not effective at the time of execution of this Agreement, and
any amendments thereto, to become effective as promptly as possible. The Company shall prepare the Prospectus in a form approved by the
Representative and file such Prospectus pursuant to Rule 424(b) under the Securities Act not later than the Commission's close of
business on the second business day following the execution and delivery of this Agreement, or, if applicable, such earlier time as may
be required by the Rules.
(ii) The
Company shall promptly advise the Representative 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 preliminary prospectus,
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 document
incorporated by reference in the Registration Statement unless the Company has furnished the Representative a copy for its review prior
to filing and shall not file any such proposed amendment or supplement to which the Representative reasonably objects. The Company shall
use its best 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 4(a), an amendment or supplement which shall correct such statement or omission or an amendment
which shall effect such compliance.
(iv) [Reserved.]
(v) The
Company shall make generally available to its security holders and to the Representative 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.
(vi) The
Company shall furnish to the Representative and counsel for the Underwriters, without charge, signed copies of the Registration Statement
(including all exhibits thereto and amendments thereof) and to each other Underwriter a copy of the Registration Statement (without exhibits
thereto) and all amendments thereof and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Securities
Act or the Rules, as many copies of any Preliminary Prospectus and the Prospectus and any amendments thereof and supplements thereto as
the Representative may reasonably request. If applicable, the copies of the Registration Statement, preliminary prospectus and Prospectus
and each amendment and supplement thereto furnished to the Underwriters 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.
(vii) The
Company shall cooperate with the Representative and their counsel in endeavoring to qualify the Securities for offer and sale in connection
with the offering under the laws of such jurisdictions as the Representative 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.
(viii) 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.
(ix) Without
the prior written consent of the Representative, for a period of 90 days after the date of this Agreement, 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 Securities pursuant to the Prospectus; (ii) the exercise of the Company's outstanding
warrants into shares of Common Stock; (iii) the conversion of the Notes into shares of Common Stock; (iv) securities issued pursuant to
acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that (A) such securities
are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the
filing of any registration statement in connection therewith within 90 days after the date of this Agreement, (B) any such issuance shall
only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an operating company or an owner
of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition
to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of
raising capital or to an entity whose primary business is investing in securities, and (C) the aggregate number of shares of Common
Stock issued pursuant to this clause (iv) shall not exceed 2.5% of the total number of outstanding shares of Common Stock immediately
prior to the issuance and sale of the Shares pursuant hereto; and (v) the issuance of shares pursuant to the Company's existing
stock incentive plan as described in the Registration Statement, the General Disclosure Package and the Prospectus. “Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company,
joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.
(x) 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).
(xi) Prior
to the Closing Date, the Company will issue no press release or other communications 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 Representative unless in the judgment of the Company
and its counsel, and after notification to the Representative, such press release or communication is required by law.
(xii) The
Company will maintain, at its expense, a transfer agent and registrar for the Common Stock.
(xiii) 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.
(xiv) The
Company agrees to reserve and keep available for the exercise of the Pre-Funded Warrants such number of authorized but unissued shares
of Common Stock as are sufficient to permit the exercise in full of the Pre-Funded Warrants for the Pre-Funded Warrant Shares.
(xv) If
at any time following the distribution of any Written Testing-the-Waters Communication there occurred or occurs an event or development
as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or
omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing
at that subsequent time, not misleading, the Company will promptly notify the Representative and will promptly amend or supplement, at
its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission.
(b) The
Company agrees to pay, or reimburse if paid by the Representative, 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, each Preliminary Prospectus, the Prospectus, all amendments and supplements
thereto and any document incorporated by reference therein, and the printing, filing and distribution of this Agreement; (ii) the preparation
and delivery of certificates or book entry statements for the Securities to the Underwriters; (iii) 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 4(a)(vi),
including the reasonable fees and disbursements of counsel for the Underwriters in connection with such registration and qualification
and the preparation, printing, distribution and shipment of preliminary and supplementary Blue Sky memoranda; (iv) the furnishing (including
costs of shipping and mailing) to the Representative and to the Underwriters of copies of each Preliminary Prospectus, the Prospectus
and all amendments or supplements to the 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 Underwriters or by dealers to whom Securities
may be sold; (v) 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 Underwriters in connection with such review; (vi) inclusion of the Shares and the Pre-Funded Warrant
Shares for listing on The Nasdaq Capital Market; (vii) all transfer taxes, if any, with respect to the sale and delivery of the Securities
by the Company to the Underwriters; and (vii) all reasonable out-of-pocket costs and expenses incident to the performance of the obligations
of the Representative under this Agreement (including, without limitation, the fees and expenses of the Underwriters' outside attorneys), provided that excluding expenses related to clauses (iii) and (v) hereto, such costs and expenses shall not exceed $200,000 without
the Company's prior approval (such approval not to be unreasonably withheld, conditioned or delayed).
(c) The
Company acknowledges and agrees that each of the Underwriters has acted and is acting solely in the capacity of a principal in an arm's
length transaction between the Company, on the one hand, and the Underwriters, on the other hand, with respect to the offering of Securities
contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor, agent or fiduciary
to the Company or any other person. Additionally, the Company acknowledges and agrees that the Underwriters have 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 Underwriters 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 Underwriters 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 Underwriters
and shall not be on behalf of the Company. The Company agrees that it will not claim that the Underwriters, 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 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.
Indemnification
(a) The
Company agrees to indemnify and hold harmless each Underwriter, its officers and employees and each person, if any, who controls any Underwriter
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 any preliminary prospectus, the Registration Statement, the Statutory Prospectus, the 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, any Written Testing-the-Waters
Communication, 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 any Underwriter (or any person controlling such Underwriter) on account of any losses,
claims, damages or liabilities arising from the sale of the Securities to any person by such Underwriter if such untrue statement or omission
or alleged untrue statement or omission was made in such preliminary prospectus, the Registration Statement, the Prospectus, the Statutory
Prospectus or such amendment or supplement thereto, any Written Testing-the-Waters Communication, or in any Blue Sky Application in reliance
upon and in conformity with the Underwriter Information. This indemnity agreement will be in addition to any liability which the Company
may otherwise have.
(b) Each
Underwriter, severally and not jointly, 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 any preliminary prospectus,
the Registration Statement, the Statutory Prospectus, the Prospectus, or any amendment thereof 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 any Preliminary Prospectus, the Registration Statement, the Statutory Prospectus, the Prospectus
or any such amendment thereof or supplement thereto in reliance upon and in conformity with the Underwriter Information; provided however , that the obligation of each Underwriter to indemnify the Company (including any controlling person, director or officer
thereof) shall be limited to the amount of the underwriting discount and commissions applicable to the Securities to be purchased by such
Underwriter 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 5(a) or 5(b) shall be available to any party who shall fail to give notice as provided
in this Section 5(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.
(d) The
indemnifying party under this Section 5 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.
Contribution .
In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in Section 5(a) or
5(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 Underwriters 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 Underwriters 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 Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 6 were determined by
pro rata allocation (even if the Underwriters were treated as one entity for such purpose) 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 6, no Underwriter (except as may be provided in the
Agreement Among Underwriters) shall be required to contribute any amount in excess of the underwriting discounts and commissions applicable
to the Securities purchased by such Underwriter. 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 6, each person, if any, who controls an Underwriter 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 such Underwriter, 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. 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 6, 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 6. No party shall be liable for contribution with respect to any action, suit, proceeding or claim settled without its written
consent. Such Underwriter's obligations to contribute pursuant to this Section 6 are several in proportion to their respective underwriting
commitments and not joint.
Termination
(a) This
Agreement may be terminated with respect to the Securities to be purchased on a Closing Date by the Representative by notifying the Company
at any time at or before a Closing Date in the absolute discretion of the Representative if: (i) there has occurred any material adverse
change in the securities markets or any event, act or occurrence that has materially disrupted, or in the opinion of the Representative,
will in the future materially disrupt, the securities markets or there shall be such a material adverse change in general financial, political
or economic conditions or the effect of international conditions on the financial markets in the United States is such as to make it,
in the judgment of the Representative, inadvisable or impracticable to market the Securities or enforce contracts for the sale of the
Securities; (ii) there has occurred any outbreak or material escalation of hostilities or acts of terrorism or other calamity or crisis,
including a health epidemic or pandemic outbreak of infectious disease, the effect of which on the financial markets of the United States
is such as to make it, in the judgment of the Representative, inadvisable or impracticable to market the Securities or enforce contracts
for the sale of the Securities; (iii) trading in the Shares or any securities of the Company has been suspended or materially limited
by the Commission or trading generally on the New York Stock Exchange, the NYSE American or The Nasdaq Stock Market has been suspended
or materially limited, or minimum or maximum ranges for prices for securities shall have been fixed, or maximum ranges for prices for
securities have been required, by any of said exchanges or by such system or by order of the Commission, FINRA, or any other governmental
or regulatory authority; (iv) a banking moratorium has been declared by any state or Federal authority; or (v) in the judgment of the
Representative, there has been, since the time of execution of this Agreement or since the respective dates as of which information is
given in the Prospectus, any event that could have a Material Adverse Effect.
(b) If
this Agreement is terminated pursuant to any of its provisions, the Company shall not be under any liability to any Underwriter, and no
Underwriter shall be under any liability to the Company, except that (y) if this Agreement is terminated by the Representative or the
Underwriters because of any failure, refusal or inability on the part of the Company to comply with the terms or to fulfill any of the
conditions of this Agreement, the Company will reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees
and disbursements of their counsel) incurred by them in connection with the proposed purchase and sale of the Securities or in contemplation
of performing their obligations hereunder and (z) no Underwriter who shall have failed or refused to purchase the Securities agreed to
be purchased by it under this Agreement, without some reason sufficient hereunder to justify cancellation or termination of its obligations
under this Agreement, shall be relieved of liability to the Company or to the other Underwriters for damages occasioned by its failure
or refusal.
Substitution
of Underwriters . If any Underwriter shall default in its obligation to purchase on any Closing Date the Securities agreed to
be purchased hereunder on such Closing Date, the Representative shall have the right, within 36 hours thereafter, to make arrangements
for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase such Securities on the terms contained herein.
If, however, the Representative shall not have completed such arrangements within such 36-hour period, then the Company shall be entitled
to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the Underwriters to purchase
such Securities on such terms. If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter
or Underwriters by the Representative and the Company as provided above, the aggregate number of Securities which remains unpurchased
on such Closing Date does not exceed one-eleventh of the aggregate number of all the Securities that all the Underwriters are obligated
to purchase on such date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Securities
which such Underwriter agreed to purchase hereunder at such date and, in addition, to require each non-defaulting Underwriter to purchase
its pro rata share (based on the number of Securities which such Underwriter agreed to purchase hereunder) of the Securities of such defaulting
Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter
from liability for its default. In any such case, either the Representative or the Company shall have the right to postpone the applicable
Closing Date for a period of not more than seven days in order to effect any necessary changes and arrangements (including any necessary
amendments or supplements to the Registration Statement or Prospectus or any other documents), and the Company agrees to file promptly
any amendments to the Registration Statement or the Prospectus which in the opinion of the Company and the Underwriters and their counsel
may thereby be made necessary.
If, after giving effect to
any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the Representative and the Company
as provided above, the aggregate number of such Securities which remains unpurchased exceeds 10% of the aggregate number of all the Securities
to be purchased at such date, then this Agreement, or, with respect to a Closing Date which occurs after the Firm Shares Closing Date,
the obligations of the Underwriters to purchase and of the Company, as the case may be, to sell the Option Shares to be purchased and
sold on such date, shall terminate, without liability on the part of any non-defaulting Underwriter to the Company, and without liability
on the part of the Company, except as provided in Sections 4(b), 5, 6 and 7. The provisions of this Section 8 shall not in any way affect
the liability of any defaulting Underwriter to the Company or the nondefaulting Underwriters arising out of such default. The term “Underwriter”
as used in this Agreement shall include any person substituted under this Section 8 with like effect as if such person had originally
been a party to this Agreement with respect to such Securities.
Miscellaneous .
The respective agreements, representations, warranties, indemnities and other statements of the Company, and the several Underwriters,
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 any Underwriter or the Company or any of their
respective officers, directors or controlling persons referred to in Sections 5 and 6 hereof, and shall survive delivery of and payment
for the Securities. In addition, the provisions of Sections 4(b), 5, 6 and 7 shall survive the termination or cancellation of this Agreement.
This Agreement has been and
is made for the benefit of the Underwriters, the Company and their respective successors and assigns, and, to the extent expressed herein,
for the benefit of persons controlling any of the Underwriters, 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 any Underwriter 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 Representatives.
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
Representative, 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 Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C., 919 Third Avenue, New York, New York 10022, Attention: Alok A. Choksi, 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.,
One Marina Park Drive, Suite 1410, Boston, Massachusetts, 02210, Attention: Eric Brock, with a copy to Akerman LLP, Three Brickell City
Centre, 98 Southeast Seventh Street, Suite 1100, Miami, Florida 33131, Attention: Christina Russo.
This Agreement shall be
governed by and construed in accordance with the laws of the State of New York.
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.
Please confirm that the foregoing
correctly sets forth the agreement among us.
[ Signature page follows ]
Very truly yours,
ONDAS HOLDINGS INC.
By:
/s/ Eric Brock
Name:
Eric Brock
Title:
Chief Executive Officer
Confirmed:
OPPENHEIMER & CO. INC.
Acting severally on behalf of itself
and as representative of the several
Underwriters named in Schedule I annexed
hereto.
By OPPENHEIMER & CO. INC.
By:
/s/ Peter Bennett
Name:
Peter Bennett
Title:
Managing Director and Head of Equity Capital Markets
[Signature Page to Underwriting Agreement]
SCHEDULE I
Name
Number of Firm Shares
to Be Purchased
Number of Pre-Funded Warrants
to be Purchased
Oppenheimer & Co. Inc.
Total
Sch I
SCHEDULE II
Lock-up Signatories
Eric A. Brock
Neil Laird
Richard M. Cohen
Randall P. Seidl
Jaspreet Sood
Ron Stern
Sch II
SCHEDULE III
Road Show Presentations
Road Show Presentation, dated June 9, 2025
Sch III
Exhibit A
FORM OF LOCK-UP AGREEMENT
June [●], 2025
Oppenheimer & Co. Inc.
as Representative of the Several Underwriters
c/o Oppenheimer & Co. Inc.
85 Broad Street
New York, New York 10004
Re: Public Offering of Ondas Holdings Inc.
Ladies and Gentlemen:
The undersigned, an executive
officer or director of Ondas Holdings Inc. (the “ Company ”), understands that you as Representative of the
several Underwriters, propose to enter into an Underwriting Agreement (the “ Underwriting Agreement ”) with the Company,
providing for the public offering (the “ Public Offering ”) by the several Underwriters named in Schedule I to the Underwriting Agreement (the “ Underwriters ”), of the Securities. Capitalized terms used herein and not otherwise
defined shall have the meanings set forth in the Underwriting Agreement.
In consideration of the Underwriters'
agreement to enter into the Underwriting Agreement and to proceed with the Public 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, you and the other
Underwriters that, without the prior written consent of Oppenheimer & Co. Inc. on behalf of the Underwriters, the undersigned will
not, during the period ending 90 days (the “ Lock-Up Period ”) after the date of the final prospectus relating to the
Public 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. on behalf of the Underwriters,
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., acting on behalf of the Underwriters, not later than one business day prior to such transfer,
a written agreement, in substantially the form of this Lock-Up 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) and (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).
A-
For the avoidance of doubt,
the undersigned hereby waives any and all notice requirements and rights with respect to the registration of any securities pursuant to
any agreement, instrument, understanding or otherwise, including any stockholders agreement, investors rights agreement or registration
rights agreement or similar agreement, to which the undersigned is a party or under which the undersigned is entitled to any right or
benefit.
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 acknowledges
and agrees that the Underwriters have not provided any recommendation or investment advice nor have the Underwriters solicited any action
from the undersigned with respect to the Public Offering of the Securities and the undersigned has consulted their own legal, accounting,
financial, regulatory and tax advisors to the extent deemed appropriate. The undersigned further acknowledges and agrees that, although
the Representative may be required or choose to provide certain Regulation Best Interest and Form CRS disclosures to you in connection
with the Public Offering, the Representative and the other Underwriters are not making a recommendation to you to participate in the Public
Offering, enter into this Lock-Up Agreement, or sell any Securities at the price determined in the Public Offering, and nothing set forth
in such disclosures is intended to suggest that the Representative or any Underwriter is making such a recommendation.
The undersigned understands
that, if the Underwriting Agreement is not executed by June 15, 2025, or if the Underwriting 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 Public Offering, understands that the Underwriters are entering into the Underwriting Agreement and proceeding
with the Public 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.
[ Signature page follows ]
A-
Very truly yours,
[SIGNATORY]
By:
Name:
Title:
Exhibit B
FORM OF PRE-FUNDED WARRANT
ONDAS
HOLDINGS INC.
Pre-Funded
Warrant To Purchase Common Stock
Warrant No.: ________
Number of Shares of Common Stock:
Date of Issuance: June [ ], 2025 (“ Issuance
Date ”)
Ondas Holdings Inc., a company
organized under the laws of State of Nevada (the “ Company ”), hereby certifies that, for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged , [HOLDER] , the registered
holder hereof or its permitted assigns (the “ Holder ”), is entitled, subject to the terms set forth below, to purchase
from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after the date hereof (the “ Initial
Exercisability Date ”), but not after 11:59 p.m., New York time, on the Expiration Date (as defined below),()
fully paid non-assessable shares of Common Stock (as defined below), subject to adjustment as provided herein (the “ Warrant Shares ”).
Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common
Stock issued in exchange, transfer or replacement hereof, this “ Warrant ”), shall have the meanings set forth in Section
10. This Warrant is one of the Warrants to purchase Common Stock (the “ Warrants ”) issued pursuant to (i) that certain
Underwriting Agreement, dated as of June 9, 2025 (the “ Subscription Date ”) by and between the Company and Oppenheimer
& Co. Inc., as representative of the several underwriters named therein, (ii) the Company's Registration Statement on Form S-3
(File No. 333-286642) (the “ Registration Statement ”) and (iii) the Company's prospectus supplement dated as of
June 9, 2025.
B-
EXERCISE
OF WARRANT
(a) Mechanics
of Exercise . Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in
Section 1(e)), this Warrant may be exercised by the Holder at any time or times on or after the Initial Exercisability Date, in whole
or in part, by delivery (whether via electronic mail or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “ Exercise Notice ”), of the Holder's election to exercise this Warrant. Within one (1) Trading Day following
the delivery of the Exercise Notice, the Holder shall make payment to the Company of an amount equal to the Exercise Price in effect on
the date of such exercise multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the “ Aggregate
Exercise Price ”) in cash by wire transfer of immediately available funds or, if the provisions of Section 1(d) are applicable,
by notifying the Company pursuant to the Exercise Notice that this Warrant is being exercised pursuant to a Cashless Exercise (as defined
in Section 1(d)). Execution and delivery of the Exercise Notice with respect to less than all of the Warrant Shares shall have the same
effect as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of
Warrant Shares and the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased
all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this
Warrant to the Company for cancellation within five (5) Trading Days of the date on which the final Exercise Notice has been delivered
to the Company. On or before the first (1 st ) Trading Day following the date on which the Holder has delivered the applicable
Exercise Notice, the Company shall transmit by electronic mail an acknowledgment of confirmation of receipt of the Exercise Notice, in
the form attached to the Exercise Notice, to the Holder and the Company's transfer agent (the “ Transfer Agent ”).
So long as the Holder delivers the Aggregate Exercise Price (or notice of a Cashless Exercise, if applicable) on or prior to the first
(1 st ) Trading Day following the date on which the Exercise Notice has been delivered to the Company, then on or prior to the
number of Trading Days comprising the Standard Settlement Period following the date on which the Exercise Notice has been delivered to
the Company, or, if the Holder does not deliver the Aggregate Exercise Price (or notice of a Cashless Exercise, if applicable) on or prior
to the first (1 st ) Trading Day following the date on which the Exercise Notice has been delivered to the Company, then on or
prior to the first (1 st ) Trading Day following the date on which the Aggregate Exercise Price (or notice of a Cashless Exercise,
if applicable) is delivered (such earlier date, or if later, the earliest day on which the Company is required to deliver Warrant Shares
pursuant to this Section 1(a), the “ Share Delivery Date ”), the Company shall (X) provided that the Transfer Agent is
participating in The Depository Trust Company (“ DTC ”) Fast Automated Securities Transfer Program, credit such aggregate
number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the Holder's or its designee's balance
account with DTC through its Deposit / Withdrawal At Custodian system, or (Y) if the Transfer Agent is not participating in the DTC Fast
Automated Securities Transfer Program, issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate
or evidence of a credit book entry of shares, registered in the name of the Holder or its designee, for the number of Warrant Shares to
which the Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees and expenses of the Transfer Agent
and all fees and expenses with respect to the issuance of Warrant Shares via DTC, if any, including without limitation for same day processing.
On the Share Delivery Date, the Holder shall be deemed for all corporate purposes to have become the holder of record and beneficial owner
of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited
to the Holder's DTC account or the date of delivery of the certificates evidencing such Warrant Shares, as the case may be. If this
Warrant is physically delivered to the Company in connection with any exercise pursuant to this Section 1(a) and the number of Warrant
Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise,
then the Company shall as soon as practicable and in no event later than three (3) Trading Days after any exercise and at its own expense,
issue and deliver to the Holder (or its designee) a new Warrant (in accordance with Section 7(b)) representing the right to purchase the
number of Warrant Shares issuable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect
to which this Warrant is exercised. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but rather the number
of Warrant Shares to be issued shall be rounded down to the nearest whole number. Issuance of Warrant Shares shall be made without charge
to the Holder for any issue or transfer tax or any incidental expense in respect of the issuance of such Warrant Shares, all of which
taxes and expenses shall be paid by the Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or
names as may be directed by the Holder; provided, however, that, in the event that Warrant Shares are to be issued in a name other than
the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto as Exhibit
B duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it
for any transfer tax incidental thereto. Subject to the foregoing, the Holder shall be responsible for all other tax liability that may
arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereof, including any United States
withholding taxes imposed on any dividends or deemed dividends, and the Company shall be entitled to withhold such tax liability from
shares of Common Stock, sales proceeds subsequently paid or credited, or other amounts payable or distributable to the relevant Holder
as required by applicable law. The Company will not close its stockholder books or records in any matter that prevents the timely exercise
of this Warrant, pursuant to the terms hereof. The Company's obligations to issue and deliver Warrant Shares in accordance with
the terms and subject to the conditions hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to
enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action
to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination; provided however , that the Company
shall not be required to deliver Warrant Shares with respect to an exercise prior to the Holder's delivery of the Aggregate Exercise
Price (or notice of a Cashless Exercise) with respect to such exercise. The Holder and any assignee, by acceptance of this Warrant,
acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder,
the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof. Notwithstanding the foregoing, with respect to any Exercise Notice(s) delivered on or prior to 9:00 a.m. (New York City time) on
the Trading Day immediately prior to the Initial Exercisability Date, the Company agrees to deliver the Warrant Shares subject to such
notice(s) by 4:00 p.m. (New York City time) on the Initial Exercisability Date and the Initial Exercisability Date shall be the Share
Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise)
is received by such Share Delivery Date.
B-
(b) Exercise
Price . The aggregate exercise price of this Warrant, except for a nominal exercise price of $0.0001 per Warrant Share,
was pre-funded to the Company on or prior to the Initial Exercisability Date and, consequently, no additional consideration (other than
the nominal exercise price of $0.0001 per Warrant Share) shall be required to be paid by the Holder to any Person to effect any exercise
of this Warrant. The Holder shall not be entitled to the return or refund of all, or any portion, of such pre-funded aggregate exercise
price under any circumstance or for any reason whatsoever, including in the event this Warrant is not exercised in whole or in part. The
remaining unpaid exercise price per share of Common Stock under this Warrant shall be $0.0001, subject to adjustment hereunder (the “ Exercise
Price ”).
(c) Company's Failure to Timely Deliver Securities . If
either (I) the Company shall fail for any reason or for no reason to issue or credit, as the case may be, to the Holder on or prior to
the applicable Share Delivery Date, if (x) the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program,
a certificate or evidence of a book-entry credit for the number of shares of Common Stock to which the Holder is entitled and register
such Common Stock on the Company's share register or (y) the Transfer Agent is participating in the DTC Fast Automated Securities
Transfer Program, to credit the Holder's balance account with DTC, for such number of shares of Common Stock to which the Holder
is entitled upon the Holder's exercise of this Warrant or (II) a registration statement (which may be the Registration Statement)
covering the issuance or resale of the Warrant Shares that are the subject of the Exercise Notice (the “ Exercise Notice Warrant
Shares ”) is not available for the issuance or resale, as applicable, of such Exercise Notice Warrant Shares and (x) the Company
fails to promptly, but in no event later than one (1) Business Day after such registration statement becomes unavailable, to so notify
the Holder and (y) the Company is unable to deliver the Exercise Notice Warrant Shares electronically without any restrictive legend
by crediting such aggregate number of Exercise Notice Warrant Shares to the Holder's or its designee's balance account with
DTC through its Deposit / Withdrawal At Custodian system (the event described in the immediately foregoing clause (II) is hereinafter
referred as a “ Notice Failure ” and together with the event described in clause (I) above, an “ Exercise Failure ”),
then, in addition to all other remedies available to the Holder, if on or prior to the applicable Share Delivery Date either (I) if the
Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, the Company shall fail to issue and deliver
a certificate or evidence of a book-entry credit to the Holder and register such shares of Common Stock on the Company's share
register or, if the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, credit the Holder's
balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder's exercise hereunder
or pursuant to the Company's obligation pursuant to clause (ii) below or (II) if a Notice Failure occurs, and, in each case, if
after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder's brokerage
firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder
anticipated receiving upon such exercise (a “ Buy-In ”), then the Company shall, within five (5) Trading Days after
the Holder's request, (A) pay in cash to the Holder the amount, if any, by which (x) the Holder's total purchase price (including
reasonable and customary brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by
multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at
issue times and (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of
the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored
(in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have
been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases
Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock
with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence
the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable
to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit
a Holder's right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree
of specific performance and/or injunctive relief with respect to the Company's failure to timely deliver shares of Common Stock
upon exercise of the Warrant as required pursuant to the terms hereof. The Company's current transfer agent participates in the
DTC Fast Automated Securities Transfer Program (“ FAST ”). In the event that the Company changes transfer agents while
this Warrant is outstanding, the Company shall select a transfer agent that participates in FAST. While this Warrant is outstanding,
the Company shall cause its transfer agent to participate in FAST with respect to this Warrant. In addition to the foregoing rights,
(i) if the Company fails to deliver the applicable number of Warrant Shares upon an exercise pursuant to Section 1 by the applicable
Share Delivery Date, then the Holder shall have the right to rescind such exercise in whole or in part and retain and/or have the Company
return, as the case may be, any portion of this Warrant that has not been exercised pursuant to such Exercise Notice; provided that the
rescission of an exercise shall not affect the Company's obligation to make any payments that have accrued prior to the date of
such notice pursuant to this Section 1(c) or otherwise, and (ii) if a registration statement (which may be the Registration Statement)
covering the issuance or resale of the Warrant Shares that are subject to an Exercise Notice is not available for the issuance or resale,
as applicable, of such Exercise Notice Warrant Shares and the Holder has submitted an Exercise Notice prior to receiving notice of the
non-availability of such registration statement and the Company has not already delivered the Warrant Shares underlying such Exercise
Notice electronically without any restrictive legend by crediting such aggregate number of Warrant Shares to which the Holder is entitled
pursuant to such exercise to the Holder's or its designee's balance account with DTC through its Deposit / Withdrawal At
Custodian system, the Holder shall have the option, by delivery of notice to the Company, to (x) rescind such Exercise Notice in whole
or in part and retain or have returned, as the case may be, any portion of this Warrant that has not been exercised pursuant to such
Exercise Notice; provided that the rescission of an Exercise Notice shall not affect the Company's obligation to make any payments
that have accrued prior to the date of such notice pursuant to this Section 1(c) or otherwise, and/or (y) switch some or all of such
Exercise Notice from a cash exercise to a Cashless Exercise.
B-
(d) Cashless
Exercise . If at the time of exercise hereof, there is no effective registration statement, or the prospectus contained
therein is not available for the issuance or resale of the Warrant Shares to or by the Holder, then this Warrant may also be exercised,
in whole or in part, at such time by means of a “cashless exercise” (a “ Cashless Exercise ”) in which the
Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing (A-B) * (X) by (A), where:
A= as applicable,
(i) the VWAP (as defined herein) on the Trading Day immediately preceding the date of the applicable Exercise Notice if such Exercise
Notice is (1) both executed and delivered pursuant to Section 1(a) hereof on a day that is not a Trading Day or (2) both executed and
delivered pursuant to Section 1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in
Rule 600(b)(88) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder,
either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Exercise Notice or (z) the Bid Price of the Common
Stock on the principal Trading Market as reported by Bloomberg as of the time of the Holder's execution of the applicable Exercise
Notice if such Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2)
hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section
1(a) hereof or (iii) the VWAP on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such
Exercise Notice is both executed and delivered pursuant to Section 1(a) hereof after the close of “regular trading hours”
on such Trading Day;
B= the Exercise
Price of this Warrant, as adjusted hereunder; and
X= the number
of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were
by means of a cash exercise rather than a cashless exercise.
If Warrant Shares are issued
in such a cashless exercise, the Company acknowledges and agrees that in accordance with Section 3(a)(9) of the Securities Act of 1933,
as amended, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised. The Company agrees not to
take any position contrary to this Section 1(d). Without limiting the rights of a Holder to receive Warrant Shares on a “cashless
exercise,” and to receive the cash payments contemplated pursuant to Sections 1(c) and 3(b), in no event will the Company be required
to net cash settle a Warrant exercise.
B-
(e) Beneficial
Ownership . Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise of any
portion of this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions
of this Warrant and any such exercise shall be null and void and treated as if never made, to the extent that after giving effect to such
exercise, the Holder together with the other Attribution Parties collectively would beneficially own in excess of the Maximum Percentage
(as defined below). For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder
and the other Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties
plus the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence
is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining, unexercised
portion of this Warrant beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the
unexercised or unconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible
preferred stock or warrants, including the other Warrants) beneficially owned by the Holder or any other Attribution Party subject to
a limitation on conversion or exercise analogous to the limitation contained in this Section 1(e). For purposes of this Section 1(e),
beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “ Exchange
Act ”), it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance
with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith.
To the extent that the limitation contained in this Section 1(e) applies, the determination of whether this Warrant is exercisable (in
relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant
is exercisable shall be in the sole discretion of the Holder, and the submission of a Exercise Notice shall be deemed to be the Holder's
determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates
and Attribution Parties) and of which portion of this Warrant is exercisable, in each case subject to the Maximum Percentage, and the
Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group
status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated
thereunder. For purposes of this Warrant, in determining the number of outstanding shares of Common Stock the Holder may acquire upon
the exercise of this Warrant without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding shares of Common
Stock as reflected in (x) the Company's most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q or other public filing
with the Securities and Exchange Commission (the “ SEC ”), as the case may be, (y) a more recent public announcement
by the Company or (z) any other written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock
outstanding (the “ Reported Outstanding Share Number ”). If the Company receives an Exercise Notice from the Holder at
a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall
(i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice
would otherwise cause the Holder's beneficial ownership, as determined pursuant to this Section 1(e), to exceed the Maximum Percentage,
the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number
of shares by which such purchase is reduced, the “ Reduction Shares ”) and (ii) as soon as reasonably practicable, the
Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares. For any reason at any time, upon the
written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail
to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall
be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder and
any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance
of Common Stock to the Holder upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially
own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under Section
13(d) of the Exchange Act), the number of shares so issued by which the Holder's and the other Attribution Parties' aggregate
beneficial ownership exceeds the Maximum Percentage (the “ Excess Shares ”) shall be deemed null and void and shall be
cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable
after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the Exercise Price paid
by the Holder for the Excess Shares. The Maximum Percentage shall be [4.99/9.99]% of the number of shares of the Common Stock outstanding
immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant (the “ Maximum
Percentage ”). Upon delivery of a written notice to the Company, the Holder may from time to time increase or decrease the Maximum
Percentage to any other percentage not in excess of [9.99]% as specified in such notice; provided that (i) any such increase in the Maximum
Percentage will not be effective until the sixty-first (61 st ) day after such notice is delivered to the Company and (ii) any
such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Warrants that
is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this
Warrant in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes
of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. No prior inability to exercise this Warrant pursuant to this paragraph shall
have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability.
The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of
this Section 1(e) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent
with the intended beneficial ownership limitation contained in this Section 1(e) or to make changes or supplements necessary or desirable
to properly give effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor
holder of this Warrant.
B-
ADJUSTMENT
OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES . The Exercise Price and the number of Warrant Shares shall be adjusted from
time to time as follows:
(a) Voluntary
Adjustment By Company . Subject to the rules and regulations of the Trading Market, the Company may at any time during
the term of this Warrant reduce the then current Exercise Price to any amount and for any period of time deemed appropriate by the Board
of Directors of the Company.
(b) Adjustment
Upon Stock Dividends and Splits . If the Company at any time while this Warrant it outstanding: (i) pays a stock dividend
or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable
in shares of Common Stock (which, for the avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon
exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a greater number of shares, (iii) combines (including
by way of reverse stock split) outstanding shares of Common Stock into smaller number of shares, or (iv) issues by reclassification of
shares of the Common Stock any shares of capital stock of the Company, then, in each case, the Exercise Price shall be multiplied by a
fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately
before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event,
and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the Exercise Price of this
Warrant shall remain unchanged. Any adjustment under this Section 2(b) shall become effective immediately after the record date for the
determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective
date in the case of a subdivision, combination or reclassification.
RIGHTS
UPON DISTRIBUTION OF ASSETS . During such time as this Warrant is outstanding, if the Company shall declare or make any dividend
or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital
or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend,
spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) other than dividends or distributions
subject to Section 2(b) above (a “ Distribution ”), or other than a reclassification to which Section 4(b) applies, then
at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution
to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable
upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including without
limitation, the Maximum Percentage) immediately before the date on which a record is taken for such Distribution, or, if no such record
is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution
( provided however , that to the extent that the Holder's right to participate in any such Distribution would result
in the Holder and the other Attribution Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to participate
in such Distribution to such extent (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such
Distribution (and beneficial ownership) to such extent) and the portion of such Distribution shall be held in abeyance for the benefit
of the Holder until such time or times as its right thereto would not result in the Holder and the other Attribution Parties exceeding
the Maximum Percentage, at which time or times the Holder shall be granted such Distribution (and any Distributions declared or made on
such initial Distribution or on any subsequent Distribution held similarly in abeyance) to the same extent as if there had been no such
limitation).
PURCHASE
RIGHTS; FUNDAMENTAL TRANSACTIONS
(a) Purchase
Rights . If at any time after the Subscription Date and on or prior to the Expiration Date, the Company grants, issues
or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record
holders of any class of Common Stock (the “ Purchase Rights ”), then the Holder will be entitled to acquire, upon the
terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the
number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions
on exercise of this Warrant, including without limitation, the Maximum Percentage) immediately before the date on which a record is taken
for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of Common
Stock are to be determined for the grant, issuance or sale of such Purchase Rights ( provided however , that to the extent
that the Holder's right to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding
the Maximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to such extent (and shall not be entitled
to beneficial ownership of such Common Stock as a result of such Purchase Right (and beneficial ownership) to such extent) and such Purchase
Right to such extent shall be held in abeyance for the benefit of the Holder until such time or times as its right thereto would not result
in the Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall be granted such
right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right to be held similarly
in abeyance) to the same extent as if there had been no such limitation).
B-
(b) Fundamental
Transaction . If at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more
related transactions effects any merger or consolidation of the Company with or into another Person (other than a reincorporation in a
different state), (ii) the Company (and all of its Subsidiaries, taken as a whole), directly or indirectly, effects any sale, lease, license,
assignment, transfer, conveyance or other disposition of all or substantially all of the Company's (including its Subsidiaries,
taken as a whole) assets in one or a series of related transactions (which shall not include a license or other agreement granting rights
to intellectual property), (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another
Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities,
cash or property and has been accepted by the holders of greater than 50% of the outstanding voting power of the common and preferred
equity of the Company, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization
or recapitalization of shares of Common Stock or any compulsory share exchange pursuant to which the shares of Common Stock are effectively
converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one more related transactions
consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization,
spin-off, merger or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires greater
than 50% of the outstanding voting power of the common and preferred equity of the Company (the “ Fundamental Transaction ”),
then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have
been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without
regard to any limitation in Section 4(c) on the exercise of this Warrant), the number of shares of Common Stock of the successor or acquiring
corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “ Alternate Consideration ”)
receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable
immediately prior to such Fundamental Transaction (without regard to any limitation in Section 4(c) on the exercise of this Warrant).
For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate
Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction,
and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value
of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash
or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration
it receives upon any exercise of this Warrant following such Fundamental Transaction. The Company shall cause any Successor Entity in
a Fundamental Transaction in which the Company is not the survivor to assume in writing all of the obligations of the Company under this
Warrant and the other Transaction Documents in accordance with the provisions of this Section 4(b) pursuant to written agreements in form
and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental
Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity
evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding
number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable
and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental
Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account
the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock,
such number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant
immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to
the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so
that from and after the date of such Fundamental Transaction, the provisions of this Warrant and the other Transaction Documents referring
to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall
assume all of the obligations of the Company under this Warrant and the other Transaction Documents with the same effect as if such Successor
Entity had been named as the Company herein.
(c) Calculations .
All calculations under Sections 2, 3 and 4 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For
purposes of Sections 2, 3 and 4, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be
the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.
B-
NONCIRCUMVENTION .
The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of Incorporation or Bylaws, or through
any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issuance or sale of securities, or
any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will at all
times in good faith carry out all of the provisions of this Warrant and take all action as may be required to protect the rights of the
Holder. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any shares of Common Stock
receivable upon the exercise of this Warrant above the Exercise Price then in effect, (ii) shall take all such actions as may be necessary
or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon the exercise
of this Warrant, and (iii) shall, so long as any of the Warrants are outstanding, take all action necessary to reserve and keep available
out of its authorized and unissued shares of Common Stock, solely for the purpose of effecting the exercise of the Warrants, the number
of shares of Common Stock as shall from time to time be necessary to effect the exercise of the Warrants then outstanding (without regard
to any limitations on exercise).
[RESERVED]
REISSUANCE
OF WARRANTS
(a) Transfer
of Warrant . Subject to compliance with any applicable securities laws, this Warrant and all rights hereunder are transferable,
in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written
assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient
to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall
execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations
specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so
assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required
to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall
surrender this Warrant to the Company within three Trading Days of the date on which the Holder delivers an assignment form to the Company
assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase
of Warrant Shares without having a new Warrant issued.
(b) New
Warrants . This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office
of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by
the Holder or its agent or attorney. Subject to compliance with Section 7(a), as to any transfer which may be involved in such division
or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided
or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the Issue Date of this Warrant
and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.
(c) Warrant
Register . The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the
“ Warrant Register ”), in the name of the record Holder hereof from time to time. The Company may deem and treat the
registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder,
and for all other purposes, absent actual notice to the contrary.
B-
NOTICES .
Whenever notice is required to be given under this Warrant, including, without limitation, an Exercise Notice, unless otherwise provided
herein, such notice shall be given in writing, (i) if delivered (a) from within the domestic United States, by first-class registered
or certified airmail, or nationally recognized overnight express courier, postage prepaid or electronic mail or (b) from outside the United
States, by International Federal Express or electronic mail, and (ii) will be deemed given (A) if delivered by first-class registered
or certified mail domestic, three (3) Business Days after so mailed, (B) if delivered by nationally recognized overnight carrier, one
(1) Business Day after so mailed, (C) if delivered by International Federal Express, two (2) Business Days after so mailed and (D) at
the time of transmission, if delivered by electronic mail to each of the email addresses specified in this Section 8 prior to 5:00 p.m.
(New York time) on a Trading Day, and (E) the next Trading Day after the date of transmission, if delivered by electronic mail to each
of the email addresses specified in this Section 8 on a day that is not a Trading Day or later than 5:00 p.m. (New York time) on any Trading
Day:
(i) if
to the Company, to:
Ondas Holdings Inc.
One Marina Park Drive, Suite 1410
Boston, MA 02210
Attention: [ ]
Telephone: [ ]
Email: [ ]
(ii)
if to the Holder, at such address or other contact information delivered by the Holder to the Company
or as is on the books and records of the Company.
The Company will give written notice to the Holder
(i) immediately upon any adjustment of the Exercise Price, setting forth in reasonable detail, and certifying, the calculation of such
adjustment and (ii) at least fifteen (15) days prior to the date on which the Company closes its books or takes a record (A) with respect
to any dividend or distribution upon the shares of Common Stock, (B) with respect to any grants, issuances or sales of any Options, Convertible
Securities or rights to purchase stock, warrants, securities or other property to holders of shares of Common Stock or (C) for determining
rights to vote with respect to any Fundamental Transaction, dissolution or liquidation; provided in each case that such information
shall be made known to the public prior to or in conjunction with such notice being provided to the Holder. It is expressly understood
and agreed that the time of exercise specified by the Holder in each Exercise Notice shall be definitive and may not be disputed or challenged
by the Company.
MISCELLANEOUS
(a) No
Rights as Stockholder Until Exercise; No Settlement in Cash . This Warrant does not entitle the Holder to any voting
rights, dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 1(a), except as
expressly set forth in Sections 2, 3 and 4. Without limiting the rights of a Holder to receive Warrant Shares on a “cashless exercise”
pursuant to Section 1(d), or to receive cash payments contemplated by Sections 1(a) and 1(c) herein, in no event will the Company be required
to net cash settle an exercise of this Warrant.
(b) Loss,
Theft, Destruction or Mutilation of Warrant . The Company covenants that upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares,
and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant,
shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the
Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant
or stock certificate.
(c) Authorized
Shares . The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized
and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of this Warrant.
The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the
duty of issuing the necessary Warrant Shares upon the exercise of this Warrant. The Company will take all such reasonable action as may
be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation,
or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants that all Warrant Shares
which may be issued upon the exercise of this Warrant will, upon exercise hereunder and payment for such Warrant Shares in accordance
herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company
in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).
B-
Except and to the extent as
waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of
incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any
other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times
in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to
protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company
will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such
increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally
issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain
all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable
the Company to perform its obligations under this Warrant.
Before taking any action which
would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company
shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or
bodies having jurisdiction thereof.
(d) Jurisdiction .
All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed
and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof.
The Company and, by accepting this Warrant, the Holder each agrees that all legal proceedings concerning the interpretations, enforcement
and defense of the transactions contemplated by this Warrant (whether brought against the Company or the Holder or their respective affiliates,
directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts
sitting in the City of New York. The Company and, by accepting this Warrant, the Holder each hereby irrevocably submits to the exclusive
jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute
hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and
agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court,
that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. The Company and, by accepting this Warrant,
the Holder each hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or
proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to it at the address
in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and
notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted
by law. If the Company or the Holder shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing
party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys' fees and other costs
and expenses incurred with the investigation, preparation and prosecution of such action or proceeding. EACH OF THE COMPANY AND EACH
HOLDER HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER
OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY.
B-
(e) Restrictions .
The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, and the Holder does not
utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.
(f) Nonwaiver
and Expenses . No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall
operate as a waiver of such right or otherwise prejudice the Holder's rights, powers or remedies. Without limiting any other provision
of this Warrant or the Underwriting Agreement, if the Company willfully and knowingly fails to comply with any provision of this Warrant,
which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover
any costs and expenses including, but not limited to, reasonable attorneys' fees, including those of appellate proceedings, incurred
by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.
(g) Warrant
Agent . The Company shall initially serve as warrant agent under this Warrant. Upon ten (10) days' notice to the
Holder, the Company may appoint a new warrant agent. Any corporation into which the Company or any new warrant agent may be merged or
any corporation resulting from any consolidation to which the Company or any new warrant agent shall be a party or any corporation to
which the Company or any new warrant agent transfers substantially all of its corporate trust or shareholders services business shall
be a successor warrant agent under this Warrant without any further act. Any such successor warrant agent shall promptly cause notice
of its succession as warrant agent to be mailed (by first class mail, postage prepaid) to the Holder at the Holder's last address
as shown on the Warrant Register.
(h) Limitation
of Liability . No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to
purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the
Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company
or by creditors of the Company.
(i) Remedies .
The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific
performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss
incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any
action for specific performance that a remedy at law would be adequate.
(j) Successors
and Assigns . Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall
inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns
of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall
be enforceable by the Holder or holder of Warrant Shares.
B-
(k) Amendment .
This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company, on the one hand, and
the Holder of this Warrant, on the other hand.
(l) Severability .
Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the
extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.
(m) Headings .
Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the
extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.
CERTAIN
DEFINITIONS . For purposes of this Warrant, the following terms shall have the following meanings:
(a) “ Affiliate ”
means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control
with, such Person, as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended.
(b) “ Attribution
Parties ” means, collectively, the following Persons and entities: (i) any investment vehicle, including, any funds, feeder funds
or managed accounts, currently, or from time to time after the Subscription Date, directly or indirectly managed or advised by the Holder's
investment manager or any of its Affiliates or principals, (ii) any direct or indirect Affiliates of the Holder or any of the foregoing,
(iii) any Person acting or who could be deemed to be acting as a Group together with the Holder or any of the foregoing and (iv) any other
Persons whose beneficial ownership of the Company's Common Stock would or could be aggregated with the Holder's and the other
Attribution Parties for purposes of Section 13(d) of the Exchange Act. For clarity, the purpose of the foregoing is to subject collectively
the Holder and all other Attribution Parties to the Maximum Percentage.
(c) “ Bid
Price ” means, for any security as of the particular time of determination, the bid price for such security on the Principal
Market as reported by Bloomberg as of such time of determination, or, if the Principal Market is not the principal securities exchange
or trading market for such security, the bid price of such security on the principal securities exchange or trading market where such
security is listed or traded as reported by Bloomberg as of such time of determination, or if the foregoing does not apply, the bid price
of such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg as of such
time of determination, or, if no bid price is reported for such security by Bloomberg as of such time of determination, the average of
the bid prices of any market makers for such security as reported on the Pink Open Market as of such time of determination. If the Bid
Price cannot be calculated for a security as of the particular time of determination on any of the foregoing bases, the Bid Price of such
security as of such time of determination shall be the fair market value of such securities as determined by an independent appraiser
selected in good faith by the Holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company,
the fees and expenses of which shall be paid by the Company. All such determinations shall be appropriately adjusted for any stock dividend,
stock split, stock combination or other similar transaction during such period.
B-
(d) “ Bloomberg ”
means Bloomberg Financial Markets.
(e) “ Business
Day ” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized
or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required
by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any
other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so
long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally
open for use by customers on such day.
(f) “ Change
of Control ” means any Fundamental Transaction other than (i) any reorganization, recapitalization or reclassification of the
Common Stock in which holders of the Company's voting power immediately prior to such reorganization, recapitalization or reclassification
continue after such reorganization, recapitalization or reclassification to hold publicly traded securities and, directly or indirectly,
are, in all material respect, the holders of the voting power of the surviving entity (or entities with the authority or voting power
to elect the members of the board of directors (or their equivalent if other than a corporation) of such entity or entities) after such
reorganization, recapitalization or reclassification, (ii) pursuant to a migratory merger effected solely for the purpose of changing
the jurisdiction of incorporation of the Company or (iii) a merger in connection with a bona fide acquisition by the Company of any Person
in which (x) the gross consideration paid, directly or indirectly, by the Company in such acquisition is not greater than 50% of the Company's
market capitalization as calculated on the date of the consummation of such merger and (y) such merger does not contemplate a change to
the identity of a majority of the board of directors of the Company. Notwithstanding anything herein to the contrary, any transaction
or series of transaction that, directly or indirectly, results in the Company or the Successor Entity not having Common Stock or common
stock, as applicable, registered under the Exchange Act and listed on an Eligible Market shall be deemed a Change of Control.
(g) “ Common
Stock ” means (i) the Company's Common Stock, par value $0.0001 per share, and (ii) any capital stock into which such Common
Stock shall have been changed or any capital stock resulting from a reclassification of such Common Stock.
(h) “ Convertible
Securities ” means any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable
for shares of Common Stock.
(i) “ Eligible
Market ” means The NASDAQ Capital Market, the NYSE American LLC, The NASDAQ Global Select Market, The NASDAQ Global Market or
The New York Stock Exchange, Inc.
(j) “ Expiration
Date ” means the date that is the third anniversary after the date hereof or, if such date falls on a day other than a Business
Day or on which trading does not take place on the Principal Market (a “ Holiday ”), the next day that is not a Holiday.
(k) “ Group ”
means a “group” as that term is used in Section 13(d) of the Exchange Act and as defined in Rule 13d-5 thereunder.
(l) “ Options ”
means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities.
(m) “ Parent
Entity ” of a Person means an entity that, directly or indirectly, controls the applicable Person, including such entity whose
common stock or equivalent equity security is quoted or listed on an Eligible Market (or, if so elected by the Holder, any other market,
exchange or quotation system), or, if there is more than one such Person or such entity, the Person or such entity designated by the Holder
or in the absence of such designation, such Person or entity with the largest public market capitalization as of the date of consummation
of the Fundamental Transaction or Change of Control.
B-
(n) “ Person ”
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization,
any other entity and a government or any department or agency thereof.
(o) “ Principal
Market ” means The NASDAQ Capital Market (or any successors to any of the foregoing).
(p) “ Required
Holders ” means the holders of the Warrants representing at least a majority of the shares of Common Stock underlying the Warrants
then outstanding.
(q) “ Standard
Settlement Period ” means the standard settlement period, expressed in a number of Trading Days, for the Company's primary
trading market or quotation system with respect to the Common Stock that is in effect on the date of receipt of an applicable Exercise
Notice.
(r) “ Successor
Entity ” means one or more Person or Persons (or, if so elected by the Holder, the Company or Parent Entity) formed by, resulting
from or surviving any Fundamental Transaction or Change of Control or one or more Person or Persons (or, if so elected by the Holder,
the Company or the Parent Entity) with which such Fundamental Transaction or Change of Control shall have been entered into.
(s) “ Trading
Day ” means any day on which the Common Stock is traded on the Principal Market, or, if the Principal Market is not the principal
trading market for the Common Stock, then on the principal securities exchange or securities market on which the Common Stock is then
traded.
(t) “ Trading
Market ” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date
in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York Stock
Exchange (or any successors to any of the foregoing).
(u) “ Transaction
Documents ” means any agreement entered into by and between the Company and the Holder, as applicable.
(v) “ VWAP ”
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 a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date)
on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30
a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average
price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not
then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on The Pink Open Market (or a
similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock
so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected
in good faith by the Holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company, the
fees and expenses of which shall be paid by the Company.
[ Signature Page Follows ]
B-
IN WITNESS WHEREOF, the Company has caused this Warrant to purchase Common Stock to be duly executed as of the Issuance Date set out above.
ONDAS HOLDINGS INC.
By:
Name:
Title:
[ Signature Page to Form of Pre-Funded Warrant ]
EXHIBIT A
EXERCISE NOTICE
TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE
THIS
WARRANT TO PURCHASE COMMON STOCK
ONDAS
HOLDINGS INC.
The undersigned holder hereby
exercises the right to purchaseshares of Common Stock (“ Warrant Shares ”) of ONDAS
HOLDINGS INC. , a corporation organized under the laws of the State of Nevada (the “ Company ”), evidenced by the
attached Warrant to Purchase Common Stock (the “ Warrant ”). Capitalized terms used herein and not otherwise defined
shall have the respective meanings set forth in the Warrant.
1. Form
of Exercise Price. The Holder intends that payment of the Exercise Price shall be made as:
a “ Cash Exercise” with respect toWarrant Shares; and/or
a “Cashless Exercise” with
respect toWarrant Shares.
Pursuant to Section 1(d) the Holder [is][is not]
exercising its option to have the VWAP determined by reference to [the VWAP on the Trading Day immediately preceding the date of the applicable
Exercise Notice] or [the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg as of the time of the
Holder's execution of the applicable Exercise Notice if such Exercise Notice is executed during “regular trading hours”
on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading
hours” on a Trading Day) pursuant to Section 1(d) of the Warrant].
2. Payment
of Exercise Price. In the event that the holder has elected a Cash Exercise with respect to some or all of the Warrant Shares to be issued
pursuant hereto, the holder shall pay the Aggregate Exercise Price in the sum of $to the Company in accordance with
the terms of the Warrant.
3. Delivery
of Warrant Shares. The Company shall deliver to the holderWarrant Shares in accordance with the terms of the Warrant.
Date:, ______
Name of Registered Holder
By:
Name:
Title:
Exhibit A
ACKNOWLEDGMENT
The Company hereby acknowledges
this Exercise Notice and hereby directs Globex Transfer, LLC to issue the above indicated number of shares of Common Stock on or prior
to the applicable Share Delivery Date.
ONDAS HOLDINGS INC.
By:
Name:
Title:
Acknowledgement
ASSIGNMENT FORM
(To assign the foregoing
Warrant, execute this form and supply required information. Do not use this form to exercise the Warrant to purchase shares.)
FOR VALUE RECEIVED, the foregoing
Warrant and all rights evidenced thereby are hereby assigned to
Name:
(Please Print)
Address:
(Please Print)
Phone Number:
Email Address:
Dated:, ____
Holder's Signature:
Holder's Address:
Acknowledgement
Exhibit 4.1
FORM OF PRE-FUNDED WARRANT
ONDAS
HOLDINGS INC.
Pre-Funded
Warrant To Purchase Common Stock
Warrant No.: ________
Number of Shares of Common Stock:
Date of Issuance: June [ ], 2025 (“ Issuance
Date ”)
Ondas Holdings Inc., a company
organized under the laws of State of Nevada (the “ Company ”), hereby certifies that, for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged , [HOLDER] , the registered
holder hereof or its permitted assigns (the “ Holder ”), is entitled, subject to the terms set forth below, to purchase
from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after the date hereof (the “ Initial
Exercisability Date ”), but not after 11:59 p.m., New York time, on the Expiration Date (as defined below),()
fully paid non-assessable shares of Common Stock (as defined below), subject to adjustment as provided herein (the “ Warrant Shares ”).
Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Stock (including any Warrants to Purchase Common
Stock issued in exchange, transfer or replacement hereof, this “ Warrant ”), shall have the meanings set forth in Section
10. This Warrant is one of the Warrants to purchase Common Stock (the “ Warrants ”) issued pursuant to (i) that certain
Underwriting Agreement, dated as of June 9, 2025 (the “ Subscription Date ”) by and between the Company and Oppenheimer
& Co. Inc., as representative of the several underwriters named therein, (ii) the Company's Registration Statement on Form S-3
(File No. 333-286642) (the “ Registration Statement ”) and (iii) the Company's prospectus supplement dated as of
June 9, 2025.
EXERCISE
OF WARRANT
(a) Mechanics
of Exercise . Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section
1(e)), this Warrant may be exercised by the Holder at any time or times on or after the Initial Exercisability Date, in whole or in part,
by delivery (whether via electronic mail or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “ Exercise
Notice ”), of the Holder's election to exercise this Warrant. Within one (1) Trading Day following the delivery of the
Exercise Notice, the Holder shall make payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise
multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the “ Aggregate Exercise Price ”)
in cash by wire transfer of immediately available funds or, if the provisions of Section 1(d) are applicable, by notifying the Company
pursuant to the Exercise Notice that this Warrant is being exercised pursuant to a Cashless Exercise (as defined in Section 1(d)). Execution
and delivery of the Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of
the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares and the Holder
shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available
hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation
within five (5) Trading Days of the date on which the final Exercise Notice has been delivered to the Company. On or before the first
(1 st ) Trading Day following the date on which the Holder has delivered the applicable Exercise Notice, the Company shall transmit
by electronic mail an acknowledgment of confirmation of receipt of the Exercise Notice, in the form attached to the Exercise Notice, to
the Holder and the Company's transfer agent (the “ Transfer Agent ”). So long as the Holder delivers the Aggregate
Exercise Price (or notice of a Cashless Exercise, if applicable) on or prior to the first (1 st ) Trading Day following the date
on which the Exercise Notice has been delivered to the Company, then on or prior to the number of Trading Days comprising the Standard
Settlement Period following the date on which the Exercise Notice has been delivered to the Company, or, if the Holder does not deliver
the Aggregate Exercise Price (or notice of a Cashless Exercise, if applicable) on or prior to the first (1 st ) Trading Day following
the date on which the Exercise Notice has been delivered to the Company, then on or prior to the first (1 st ) Trading Day following
the date on which the Aggregate Exercise Price (or notice of a Cashless Exercise, if applicable) is delivered (such earlier date, or if
later, the earliest day on which the Company is required to deliver Warrant Shares pursuant to this Section 1(a), the “ Share
Delivery Date ”), the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company (“ DTC ”)
Fast Automated Securities Transfer Program, credit such aggregate number of Warrant Shares to which the Holder is entitled pursuant to
such exercise to the Holder's or its designee's balance account with DTC through its Deposit / Withdrawal At Custodian system,
or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and dispatch by overnight
courier to the address as specified in the Exercise Notice, a certificate or evidence of a credit book entry of shares, registered in
the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise. The
Company shall be responsible for all fees and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of
Warrant Shares via DTC, if any, including without limitation for same day processing. On the Share Delivery Date, the Holder shall be
deemed for all corporate purposes to have become the holder of record and beneficial owner of the Warrant Shares with respect to which
this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder's DTC account or the date
of delivery of the certificates evidencing such Warrant Shares, as the case may be. If this Warrant is physically delivered to the Company
in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted for
exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and
in no event later than three (3) Trading Days after any exercise and at its own expense, issue and deliver to the Holder (or its designee)
a new Warrant (in accordance with Section 7(b)) representing the right to purchase the number of Warrant Shares issuable immediately prior
to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional
Warrant Shares are to be issued upon the exercise of this Warrant, but rather the number of Warrant Shares to be issued shall be rounded
down to the nearest whole number. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax
or any incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company,
and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided,
however, that, in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered
for exercise shall be accompanied by the Assignment Form attached hereto as Exhibit B duly executed by the Holder and the Company
may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. Subject
to the foregoing, the Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this
Warrant or receiving Warrant Shares upon exercise hereof, including any United States withholding taxes imposed on any dividends or deemed
dividends, and the Company shall be entitled to withhold such tax liability from shares of Common Stock, sales proceeds subsequently paid
or credited, or other amounts payable or distributable to the relevant Holder as required by applicable law. The Company will not close
its stockholder books or records in any matter that prevents the timely exercise of this Warrant, pursuant to the terms hereof. The Company's
obligations to issue and deliver Warrant Shares in accordance with the terms and subject to the conditions hereof are absolute and unconditional,
irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof,
the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation
or termination; provided however , that the Company shall not be required to deliver Warrant Shares with respect to an exercise
prior to the Holder's delivery of the Aggregate Exercise Price (or notice of a Cashless Exercise) with respect to such exercise. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph,
following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at
any given time may be less than the amount stated on the face hereof. Notwithstanding the foregoing, with respect to any Exercise
Notice(s) delivered on or prior to 9:00 a.m. (New York City time) on the Trading Day immediately prior to the Initial Exercisability Date,
the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercisability
Date and the Initial Exercisability Date shall be the Share Delivery Date for purposes hereunder, provided that payment of the aggregate
Exercise Price (other than in the case of a cashless exercise) is received by such Share Delivery Date.
(b) Exercise
Price . The aggregate exercise price of this Warrant, except for a nominal exercise price of $0.0001 per Warrant Share, was
pre-funded to the Company on or prior to the Initial Exercisability Date and, consequently, no additional consideration (other than the
nominal exercise price of $0.0001 per Warrant Share) shall be required to be paid by the Holder to any Person to effect any exercise of
this Warrant. The Holder shall not be entitled to the return or refund of all, or any portion, of such pre-funded aggregate exercise price
under any circumstance or for any reason whatsoever, including in the event this Warrant is not exercised in whole or in part. The remaining
unpaid exercise price per share of Common Stock under this Warrant shall be $0.0001, subject to adjustment hereunder (the “ Exercise
Price ”).
(c) Company's
Failure to Timely Deliver Securities . If either (I) the Company shall fail for any reason or for no reason to issue or credit,
as the case may be, to the Holder on or prior to the applicable Share Delivery Date, if (x) the Transfer Agent is not participating in
the DTC Fast Automated Securities Transfer Program, a certificate or evidence of a book-entry credit for the number of shares of Common
Stock to which the Holder is entitled and register such Common Stock on the Company's share register or (y) the Transfer Agent is
participating in the DTC Fast Automated Securities Transfer Program, to credit the Holder's balance account with DTC, for such number
of shares of Common Stock to which the Holder is entitled upon the Holder's exercise of this Warrant or (II) a registration statement
(which may be the Registration Statement) covering the issuance or resale of the Warrant Shares that are the subject of the Exercise Notice
(the “ Exercise Notice Warrant Shares ”) is not available for the issuance or resale, as applicable, of such Exercise
Notice Warrant Shares and (x) the Company fails to promptly, but in no event later than one (1) Business Day after such registration statement
becomes unavailable, to so notify the Holder and (y) the Company is unable to deliver the Exercise Notice Warrant Shares electronically
without any restrictive legend by crediting such aggregate number of Exercise Notice Warrant Shares to the Holder's or its designee's
balance account with DTC through its Deposit / Withdrawal At Custodian system (the event described in the immediately foregoing clause
(II) is hereinafter referred as a “ Notice Failure ” and together with the event described in clause (I) above, an “ Exercise
Failure ”), then, in addition to all other remedies available to the Holder, if on or prior to the applicable Share Delivery
Date either (I) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, the Company shall fail
to issue and deliver a certificate or evidence of a book-entry credit to the Holder and register such shares of Common Stock on the Company's
share register or, if the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, credit the Holder's
balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder's exercise hereunder
or pursuant to the Company's obligation pursuant to clause (ii) below or (II) if a Notice Failure occurs, and, in each case, if
after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder's brokerage
firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder
anticipated receiving upon such exercise (a “ Buy-In ”), then the Company shall, within five (5) Trading Days after the
Holder's request, (A) pay in cash to the Holder the amount, if any, by which (x) the Holder's total purchase price (including
reasonable and customary brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by
multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at
issue times and (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the
Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in
which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been
issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common
Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with
an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the
Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable
to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit
a Holder's right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree
of specific performance and/or injunctive relief with respect to the Company's failure to timely deliver shares of Common Stock
upon exercise of the Warrant as required pursuant to the terms hereof. The Company's current transfer agent participates in the
DTC Fast Automated Securities Transfer Program (“ FAST ”). In the event that the Company changes transfer agents while
this Warrant is outstanding, the Company shall select a transfer agent that participates in FAST. While this Warrant is outstanding, the
Company shall cause its transfer agent to participate in FAST with respect to this Warrant. In addition to the foregoing rights, (i) if
the Company fails to deliver the applicable number of Warrant Shares upon an exercise pursuant to Section 1 by the applicable Share Delivery
Date, then the Holder shall have the right to rescind such exercise in whole or in part and retain and/or have the Company return, as
the case may be, any portion of this Warrant that has not been exercised pursuant to such Exercise Notice; provided that the rescission
of an exercise shall not affect the Company's obligation to make any payments that have accrued prior to the date of such notice
pursuant to this Section 1(c) or otherwise, and (ii) if a registration statement (which may be the Registration Statement) covering the
issuance or resale of the Warrant Shares that are subject to an Exercise Notice is not available for the issuance or resale, as applicable,
of such Exercise Notice Warrant Shares and the Holder has submitted an Exercise Notice prior to receiving notice of the non-availability
of such registration statement and the Company has not already delivered the Warrant Shares underlying such Exercise Notice electronically
without any restrictive legend by crediting such aggregate number of Warrant Shares to which the Holder is entitled pursuant to such exercise
to the Holder's or its designee's balance account with DTC through its Deposit / Withdrawal At Custodian system, the Holder
shall have the option, by delivery of notice to the Company, to (x) rescind such Exercise Notice in whole or in part and retain or have
returned, as the case may be, any portion of this Warrant that has not been exercised pursuant to such Exercise Notice; provided that
the rescission of an Exercise Notice shall not affect the Company's obligation to make any payments that have accrued prior to the
date of such notice pursuant to this Section 1(c) or otherwise, and/or (y) switch some or all of such Exercise Notice from a cash exercise
to a Cashless Exercise.
(d) Cashless
Exercise . If at the time of exercise hereof, there is no effective registration statement, or the prospectus contained therein
is not available for the issuance or resale of the Warrant Shares to or by the Holder, then this Warrant may also be exercised, in whole
or in part, at such time by means of a “cashless exercise” (a “ Cashless Exercise ”) in which the Holder
shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing (A-B) * (X) by (A), where:
A= as applicable,
(i) the VWAP (as defined herein) on the Trading Day immediately preceding the date of the applicable Exercise Notice if such Exercise
Notice is (1) both executed and delivered pursuant to Section 1(a) hereof on a day that is not a Trading Day or (2) both executed and
delivered pursuant to Section 1(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in
Rule 600(b)(88) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder,
either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Exercise Notice or (z) the Bid Price of the Common
Stock on the principal Trading Market as reported by Bloomberg as of the time of the Holder's execution of the applicable Exercise
Notice if such Exercise Notice is executed during “regular trading hours” on a Trading Day and is delivered within two (2)
hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant to Section
1(a) hereof or (iii) the VWAP on the date of the applicable Exercise Notice if the date of such Exercise Notice is a Trading Day and such
Exercise Notice is both executed and delivered pursuant to Section 1(a) hereof after the close of “regular trading hours”
on such Trading Day;
B= the Exercise
Price of this Warrant, as adjusted hereunder; and
X= the number
of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were
by means of a cash exercise rather than a cashless exercise.
If Warrant Shares are issued
in such a cashless exercise, the Company acknowledges and agrees that in accordance with Section 3(a)(9) of the Securities Act of 1933,
as amended, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised. The Company agrees not to
take any position contrary to this Section 1(d). Without limiting the rights of a Holder to receive Warrant Shares on a “cashless
exercise,” and to receive the cash payments contemplated pursuant to Sections 1(c) and 3(b), in no event will the Company be required
to net cash settle a Warrant exercise.
(e) Beneficial
Ownership . Notwithstanding anything to the contrary contained herein, the Company shall not effect the exercise of any portion
of this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions
of this Warrant and any such exercise shall be null and void and treated as if never made, to the extent that after giving effect to such
exercise, the Holder together with the other Attribution Parties collectively would beneficially own in excess of the Maximum Percentage
(as defined below). For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder
and the other Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties
plus the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence
is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) exercise of the remaining, unexercised
portion of this Warrant beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the
unexercised or unconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible
preferred stock or warrants, including the other Warrants) beneficially owned by the Holder or any other Attribution Party subject to
a limitation on conversion or exercise analogous to the limitation contained in this Section 1(e). For purposes of this Section 1(e),
beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “ Exchange
Act ”), it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance
with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith.
To the extent that the limitation contained in this Section 1(e) applies, the determination of whether this Warrant is exercisable (in
relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant
is exercisable shall be in the sole discretion of the Holder, and the submission of a Exercise Notice shall be deemed to be the Holder's
determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates
and Attribution Parties) and of which portion of this Warrant is exercisable, in each case subject to the Maximum Percentage, and the
Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group
status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated
thereunder. For purposes of this Warrant, in determining the number of outstanding shares of Common Stock the Holder may acquire upon
the exercise of this Warrant without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding shares of Common
Stock as reflected in (x) the Company's most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q or other public filing
with the Securities and Exchange Commission (the “ SEC ”), as the case may be, (y) a more recent public announcement
by the Company or (z) any other written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock
outstanding (the “ Reported Outstanding Share Number ”). If the Company receives an Exercise Notice from the Holder at
a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall
(i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice
would otherwise cause the Holder's beneficial ownership, as determined pursuant to this Section 1(e), to exceed the Maximum Percentage,
the Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number
of shares by which such purchase is reduced, the “ Reduction Shares ”) and (ii) as soon as reasonably practicable, the
Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares. For any reason at any time, upon the
written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail
to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall
be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder and
any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance
of Common Stock to the Holder upon exercise of this Warrant results in the Holder and the other Attribution Parties being deemed to beneficially
own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under Section
13(d) of the Exchange Act), the number of shares so issued by which the Holder's and the other Attribution Parties' aggregate
beneficial ownership exceeds the Maximum Percentage (the “ Excess Shares ”) shall be deemed null and void and shall be
cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable
after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the Holder the Exercise Price paid
by the Holder for the Excess Shares. The Maximum Percentage shall be [4.99/9.99]% of the number of shares of the Common Stock outstanding
immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant (the “ Maximum
Percentage ”). Upon delivery of a written notice to the Company, the Holder may from time to time increase or decrease the Maximum
Percentage to any other percentage not in excess of [9.99]% as specified in such notice; provided that (i) any such increase in the Maximum
Percentage will not be effective until the sixty-first (61 st ) day after such notice is delivered to the Company and (ii) any
such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder of Warrants that
is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this
Warrant in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes
of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. No prior inability to exercise this Warrant pursuant to this paragraph shall
have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability.
The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of
this Section 1(e) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent
with the intended beneficial ownership limitation contained in this Section 1(e) or to make changes or supplements necessary or desirable
to properly give effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor
holder of this Warrant.
ADJUSTMENT
OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES . The Exercise Price and the number of Warrant Shares shall be adjusted from
time to time as follows:
(a) Voluntary
Adjustment By Company . Subject to the rules and regulations of the Trading Market, the Company may at any time during the term
of this Warrant reduce the then current Exercise Price to any amount and for any period of time deemed appropriate by the Board of Directors
of the Company.
(b) Adjustment
Upon Stock Dividends and Splits . If the Company at any time while this Warrant it outstanding: (i) pays a stock dividend or
otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable
in shares of Common Stock (which, for the avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon
exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a greater number of shares, (iii) combines (including
by way of reverse stock split) outstanding shares of Common Stock into smaller number of shares, or (iv) issues by reclassification of
shares of the Common Stock any shares of capital stock of the Company, then, in each case, the Exercise Price shall be multiplied by a
fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately
before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event,
and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the Exercise Price of this
Warrant shall remain unchanged. Any adjustment under this Section 2(b) shall become effective immediately after the record date for the
determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective
date in the case of a subdivision, combination or reclassification.
RIGHTS
UPON DISTRIBUTION OF ASSETS . During such time as this Warrant is outstanding, if the Company shall declare or make any dividend
or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital
or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend,
spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) other than dividends or distributions
subject to Section 2(b) above (a “ Distribution ”), or other than a reclassification to which Section 4(b) applies, then
at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution
to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable
upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including without
limitation, the Maximum Percentage) immediately before the date on which a record is taken for such Distribution, or, if no such record
is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution
( provided however , that to the extent that the Holder's right to participate in any such Distribution would result
in the Holder and the other Attribution Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to participate
in such Distribution to such extent (and shall not be entitled to beneficial ownership of such shares of Common Stock as a result of such
Distribution (and beneficial ownership) to such extent) and the portion of such Distribution shall be held in abeyance for the benefit
of the Holder until such time or times as its right thereto would not result in the Holder and the other Attribution Parties exceeding
the Maximum Percentage, at which time or times the Holder shall be granted such Distribution (and any Distributions declared or made on
such initial Distribution or on any subsequent Distribution held similarly in abeyance) to the same extent as if there had been no such
limitation).
PURCHASE
RIGHTS; FUNDAMENTAL TRANSACTIONS
(a) Purchase
Rights . If at any time after the Subscription Date and on or prior to the Expiration Date, the Company grants, issues or sells
any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders
of any class of Common Stock (the “ Purchase Rights ”), then the Holder will be entitled to acquire, upon the terms applicable
to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares
of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this
Warrant, including without limitation, the Maximum Percentage) immediately before the date on which a record is taken for the grant, issuance
or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of Common Stock are to be determined
for the grant, issuance or sale of such Purchase Rights ( provided however , that to the extent that the Holder's right
to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage,
then the Holder shall not be entitled to participate in such Purchase Right to such extent (and shall not be entitled to beneficial ownership
of such Common Stock as a result of such Purchase Right (and beneficial ownership) to such extent) and such Purchase Right to such extent
shall be held in abeyance for the benefit of the Holder until such time or times as its right thereto would not result in the Holder and
the other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall be granted such right (and any
Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right to be held similarly in abeyance)
to the same extent as if there had been no such limitation).
(b) Fundamental
Transaction . If at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related
transactions effects any merger or consolidation of the Company with or into another Person (other than a reincorporation in a different
state), (ii) the Company (and all of its Subsidiaries, taken as a whole), directly or indirectly, effects any sale, lease, license, assignment,
transfer, conveyance or other disposition of all or substantially all of the Company's (including its Subsidiaries, taken as a whole)
assets in one or a series of related transactions (which shall not include a license or other agreement granting rights to intellectual
property), (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is
completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash
or property and has been accepted by the holders of greater than 50% of the outstanding voting power of the common and preferred equity
of the Company, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization
or recapitalization of shares of Common Stock or any compulsory share exchange pursuant to which the shares of Common Stock are effectively
converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one more related transactions
consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization,
spin-off, merger or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires greater
than 50% of the outstanding voting power of the common and preferred equity of the Company (the “ Fundamental Transaction ”),
then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have
been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without
regard to any limitation in Section 4(c) on the exercise of this Warrant), the number of shares of Common Stock of the successor or acquiring
corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “ Alternate Consideration ”)
receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable
immediately prior to such Fundamental Transaction (without regard to any limitation in Section 4(c) on the exercise of this Warrant).
For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate
Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction,
and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value
of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash
or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration
it receives upon any exercise of this Warrant following such Fundamental Transaction. The Company shall cause any Successor Entity in
a Fundamental Transaction in which the Company is not the survivor to assume in writing all of the obligations of the Company under this
Warrant and the other Transaction Documents in accordance with the provisions of this Section 4(b) pursuant to written agreements in form
and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental
Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity
evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding
number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable
and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental
Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account
the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock,
such number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant
immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to
the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so
that from and after the date of such Fundamental Transaction, the provisions of this Warrant and the other Transaction Documents referring
to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall
assume all of the obligations of the Company under this Warrant and the other Transaction Documents with the same effect as if such Successor
Entity had been named as the Company herein.
(c) Calculations .
All calculations under Sections 2, 3 and 4 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For
purposes of Sections 2, 3 and 4, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be
the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.
NONCIRCUMVENTION .
The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of Incorporation or Bylaws, or through
any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issuance or sale of securities, or
any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will at all
times in good faith carry out all of the provisions of this Warrant and take all action as may be required to protect the rights of the
Holder. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any shares of Common Stock
receivable upon the exercise of this Warrant above the Exercise Price then in effect, (ii) shall take all such actions as may be necessary
or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon the exercise
of this Warrant, and (iii) shall, so long as any of the Warrants are outstanding, take all action necessary to reserve and keep available
out of its authorized and unissued shares of Common Stock, solely for the purpose of effecting the exercise of the Warrants, the number
of shares of Common Stock as shall from time to time be necessary to effect the exercise of the Warrants then outstanding (without regard
to any limitations on exercise).
[RESERVED]
REISSUANCE
OF WARRANTS
(a) Transfer
of Warrant . Subject to compliance with any applicable securities laws, this Warrant and all rights hereunder are transferable,
in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written
assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient
to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall
execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations
specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so
assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required
to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall
surrender this Warrant to the Company within three Trading Days of the date on which the Holder delivers an assignment form to the Company
assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase
of Warrant Shares without having a new Warrant issued.
(b) New
Warrants . This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the
Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder
or its agent or attorney. Subject to compliance with Section 7(a), as to any transfer which may be involved in such division or combination,
the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance
with such notice. All Warrants issued on transfers or exchanges shall be dated the Issue Date of this Warrant and shall be identical with
this Warrant except as to the number of Warrant Shares issuable pursuant thereto.
(c) Warrant
Register . The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “ Warrant
Register ”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder
of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other
purposes, absent actual notice to the contrary.
NOTICES .
Whenever notice is required to be given under this Warrant, including, without limitation, an Exercise Notice, unless otherwise provided
herein, such notice shall be given in writing, (i) if delivered (a) from within the domestic United States, by first-class registered
or certified airmail, or nationally recognized overnight express courier, postage prepaid or electronic mail or (b) from outside the United
States, by International Federal Express or electronic mail, and (ii) will be deemed given (A) if delivered by first-class registered
or certified mail domestic, three (3) Business Days after so mailed, (B) if delivered by nationally recognized overnight carrier, one
(1) Business Day after so mailed, (C) if delivered by International Federal Express, two (2) Business Days after so mailed and (D) at
the time of transmission, if delivered by electronic mail to each of the email addresses specified in this Section 8 prior to 5:00 p.m.
(New York time) on a Trading Day, and (E) the next Trading Day after the date of transmission, if delivered by electronic mail to each
of the email addresses specified in this Section 8 on a day that is not a Trading Day or later than 5:00 p.m. (New York time) on any Trading
Day:
(i) if
to the Company, to:
Ondas Holdings Inc.
One Marina Park Drive, Suite 1410
Boston, MA 02210
Attention: [ ]
Telephone: [ ]
Email: [ ]
(ii)
if to the Holder, at such address or other contact information delivered by the Holder to the Company
or as is on the books and records of the Company.
The Company will give written notice to the Holder
(i) immediately upon any adjustment of the Exercise Price, setting forth in reasonable detail, and certifying, the calculation of such
adjustment and (ii) at least fifteen (15) days prior to the date on which the Company closes its books or takes a record (A) with respect
to any dividend or distribution upon the shares of Common Stock, (B) with respect to any grants, issuances or sales of any Options, Convertible
Securities or rights to purchase stock, warrants, securities or other property to holders of shares of Common Stock or (C) for determining
rights to vote with respect to any Fundamental Transaction, dissolution or liquidation; provided in each case that such information
shall be made known to the public prior to or in conjunction with such notice being provided to the Holder. It is expressly understood
and agreed that the time of exercise specified by the Holder in each Exercise Notice shall be definitive and may not be disputed or challenged
by the Company.
MISCELLANEOUS
(a) No
Rights as Stockholder Until Exercise; No Settlement in Cash . This Warrant does not entitle the Holder to any voting rights,
dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 1(a), except as expressly
set forth in Sections 2, 3 and 4. Without limiting the rights of a Holder to receive Warrant Shares on a “cashless exercise”
pursuant to Section 1(d), or to receive cash payments contemplated by Sections 1(a) and 1(c) herein, in no event will the Company be required
to net cash settle an exercise of this Warrant.
(b) Loss,
Theft, Destruction or Mutilation of Warrant . The Company covenants that upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares,
and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant,
shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the
Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant
or stock certificate.
(c) Authorized
Shares . The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued
Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of this Warrant. The Company
further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing
the necessary Warrant Shares upon the exercise of this Warrant. The Company will take all such reasonable action as may be necessary to
assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements
of the Trading Market upon which the Common Stock may be listed. The Company covenants that all Warrant Shares which may be issued upon
the exercise of this Warrant will, upon exercise hereunder and payment for such Warrant Shares in accordance herewith, be duly authorized,
validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue
thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).
Except and to the extent as
waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of
incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any
other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times
in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to
protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company
will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such
increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally
issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain
all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable
the Company to perform its obligations under this Warrant.
Before taking any action which
would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company
shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or
bodies having jurisdiction thereof.
(d) Jurisdiction .
All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed
and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof.
The Company and, by accepting this Warrant, the Holder each agrees that all legal proceedings concerning the interpretations, enforcement
and defense of the transactions contemplated by this Warrant (whether brought against the Company or the Holder or their respective affiliates,
directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts
sitting in the City of New York. The Company and, by accepting this Warrant, the Holder each hereby irrevocably submits to the exclusive
jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute
hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and
agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court,
that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. The Company and, by accepting this Warrant,
the Holder each hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or
proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to it at the address
in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and
notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted
by law. If the Company or the Holder shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing
party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys' fees and other costs
and expenses incurred with the investigation, preparation and prosecution of such action or proceeding. EACH OF THE COMPANY AND EACH
HOLDER HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER
OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY.
(e) Restrictions .
The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, and the Holder does not
utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.
(f) Nonwaiver
and Expenses . No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate
as a waiver of such right or otherwise prejudice the Holder's rights, powers or remedies. Without limiting any other provision of
this Warrant or the Underwriting Agreement, if the Company willfully and knowingly fails to comply with any provision of this Warrant,
which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover
any costs and expenses including, but not limited to, reasonable attorneys' fees, including those of appellate proceedings, incurred
by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.
(g) Warrant
Agent . The Company shall initially serve as warrant agent under this Warrant. Upon ten (10) days' notice to the Holder,
the Company may appoint a new warrant agent. Any corporation into which the Company or any new warrant agent may be merged or any corporation
resulting from any consolidation to which the Company or any new warrant agent shall be a party or any corporation to which the Company
or any new warrant agent transfers substantially all of its corporate trust or shareholders services business shall be a successor warrant
agent under this Warrant without any further act. Any such successor warrant agent shall promptly cause notice of its succession as warrant
agent to be mailed (by first class mail, postage prepaid) to the Holder at the Holder's last address as shown on the Warrant Register.
(h) Limitation
of Liability . No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase
Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for
the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors
of the Company.
(i) Remedies .
The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific
performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss
incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any
action for specific performance that a remedy at law would be adequate.
(j) Successors
and Assigns . Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure
to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of
Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be
enforceable by the Holder or holder of Warrant Shares.
(k) Amendment .
This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company, on the one hand, and
the Holder of this Warrant, on the other hand.
(l) Severability .
Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the
extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.
(m) Headings .
Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the
extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.
CERTAIN
DEFINITIONS . For purposes of this Warrant, the following terms shall have the following meanings:
(a) “ Affiliate ”
means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control
with, such Person, as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended.
(b) “ Attribution
Parties ” means, collectively, the following Persons and entities: (i) any investment vehicle, including, any funds, feeder funds
or managed accounts, currently, or from time to time after the Subscription Date, directly or indirectly managed or advised by the Holder's
investment manager or any of its Affiliates or principals, (ii) any direct or indirect Affiliates of the Holder or any of the foregoing,
(iii) any Person acting or who could be deemed to be acting as a Group together with the Holder or any of the foregoing and (iv) any other
Persons whose beneficial ownership of the Company's Common Stock would or could be aggregated with the Holder's and the other
Attribution Parties for purposes of Section 13(d) of the Exchange Act. For clarity, the purpose of the foregoing is to subject collectively
the Holder and all other Attribution Parties to the Maximum Percentage.
(c) “ Bid
Price ” means, for any security as of the particular time of determination, the bid price for such security on the Principal
Market as reported by Bloomberg as of such time of determination, or, if the Principal Market is not the principal securities exchange
or trading market for such security, the bid price of such security on the principal securities exchange or trading market where such
security is listed or traded as reported by Bloomberg as of such time of determination, or if the foregoing does not apply, the bid price
of such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg as of such
time of determination, or, if no bid price is reported for such security by Bloomberg as of such time of determination, the average of
the bid prices of any market makers for such security as reported on the Pink Open Market as of such time of determination. If the Bid
Price cannot be calculated for a security as of the particular time of determination on any of the foregoing bases, the Bid Price of such
security as of such time of determination shall be the fair market value of such securities as determined by an independent appraiser
selected in good faith by the Holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company,
the fees and expenses of which shall be paid by the Company. All such determinations shall be appropriately adjusted for any stock dividend,
stock split, stock combination or other similar transaction during such period.
(d) “ Bloomberg ”
means Bloomberg Financial Markets.
(e) “ Business
Day ” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized
or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required
by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any
other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so
long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally
open for use by customers on such day.
(f) “ Change
of Control ” means any Fundamental Transaction other than (i) any reorganization, recapitalization or reclassification of the
Common Stock in which holders of the Company's voting power immediately prior to such reorganization, recapitalization or reclassification
continue after such reorganization, recapitalization or reclassification to hold publicly traded securities and, directly or indirectly,
are, in all material respect, the holders of the voting power of the surviving entity (or entities with the authority or voting power
to elect the members of the board of directors (or their equivalent if other than a corporation) of such entity or entities) after such
reorganization, recapitalization or reclassification, (ii) pursuant to a migratory merger effected solely for the purpose of changing
the jurisdiction of incorporation of the Company or (iii) a merger in connection with a bona fide acquisition by the Company of any Person
in which (x) the gross consideration paid, directly or indirectly, by the Company in such acquisition is not greater than 50% of the Company's
market capitalization as calculated on the date of the consummation of such merger and (y) such merger does not contemplate a change to
the identity of a majority of the board of directors of the Company. Notwithstanding anything herein to the contrary, any transaction
or series of transaction that, directly or indirectly, results in the Company or the Successor Entity not having Common Stock or common
stock, as applicable, registered under the Exchange Act and listed on an Eligible Market shall be deemed a Change of Control.
(g) “ Common
Stock ” means (i) the Company's Common Stock, par value $0.0001 per share, and (ii) any capital stock into which such Common
Stock shall have been changed or any capital stock resulting from a reclassification of such Common Stock.
(h) “ Convertible
Securities ” means any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable
for shares of Common Stock.
(i) “ Eligible
Market ” means The NASDAQ Capital Market, the NYSE American LLC, The NASDAQ Global Select Market, The NASDAQ Global Market or
The New York Stock Exchange, Inc.
(j) “ Expiration
Date ” means the date that is the third anniversary after the date hereof or, if such date falls on a day other than a Business
Day or on which trading does not take place on the Principal Market (a “ Holiday ”), the next day that is not a Holiday.
(k) “ Group ”
means a “group” as that term is used in Section 13(d) of the Exchange Act and as defined in Rule 13d-5 thereunder.
(l) “ Options ”
means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities.
(m) “ Parent
Entity ” of a Person means an entity that, directly or indirectly, controls the applicable Person, including such entity whose
common stock or equivalent equity security is quoted or listed on an Eligible Market (or, if so elected by the Holder, any other market,
exchange or quotation system), or, if there is more than one such Person or such entity, the Person or such entity designated by the Holder
or in the absence of such designation, such Person or entity with the largest public market capitalization as of the date of consummation
of the Fundamental Transaction or Change of Control.
(n) “ Person ”
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization,
any other entity and a government or any department or agency thereof.
(o) “ Principal
Market ” means The NASDAQ Capital Market (or any successors to any of the foregoing).
(p) “ Required
Holders ” means the holders of the Warrants representing at least a majority of the shares of Common Stock underlying the Warrants
then outstanding.
(q) “ Standard
Settlement Period ” means the standard settlement period, expressed in a number of Trading Days, for the Company's primary
trading market or quotation system with respect to the Common Stock that is in effect on the date of receipt of an applicable Exercise
Notice.
(r) “ Successor
Entity ” means one or more Person or Persons (or, if so elected by the Holder, the Company or Parent Entity) formed by, resulting
from or surviving any Fundamental Transaction or Change of Control or one or more Person or Persons (or, if so elected by the Holder,
the Company or the Parent Entity) with which such Fundamental Transaction or Change of Control shall have been entered into.
(s) “ Trading
Day ” means any day on which the Common Stock is traded on the Principal Market, or, if the Principal Market is not the principal
trading market for the Common Stock, then on the principal securities exchange or securities market on which the Common Stock is then
traded.
(t) “ Trading
Market ” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date
in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York Stock
Exchange (or any successors to any of the foregoing).
(u) “ Transaction
Documents ” means any agreement entered into by and between the Company and the Holder, as applicable.
(v) “ VWAP ”
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 a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date)
on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30
a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average
price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not
then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on The Pink Open Market (or a
similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock
so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected
in good faith by the Holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company, the
fees and expenses of which shall be paid by the Company.
[ Signature Page Follows ]
IN WITNESS WHEREOF, the Company has caused this Warrant to purchase Common Stock to be duly executed as of the Issuance Date set out above.
ONDAS HOLDINGS INC.
By:
Name:
Title:
[ Signature Page to Form
of Pre-Funded Warrant ]
EXHIBIT A
EXERCISE NOTICE
TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE
THIS
WARRANT TO PURCHASE COMMON STOCK
ONDAS
HOLDINGS INC.
The undersigned holder hereby
exercises the right to purchaseshares of Common Stock (“ Warrant Shares ”) of ONDAS
HOLDINGS INC. , a corporation organized under the laws of the State of Nevada (the “ Company ”), evidenced by the
attached Warrant to Purchase Common Stock (the “ Warrant ”). Capitalized terms used herein and not otherwise defined
shall have the respective meanings set forth in the Warrant.
1. Form
of Exercise Price. The Holder intends that payment of the Exercise Price shall be made as:
a “ Cash Exercise” with respect toWarrant Shares; and/or
a “Cashless Exercise” with
respect toWarrant Shares.
Pursuant to Section 1(d) the Holder [is][is not]
exercising its option to have the VWAP determined by reference to [the VWAP on the Trading Day immediately preceding the date of the applicable
Exercise Notice] or [the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg as of the time of the
Holder's execution of the applicable Exercise Notice if such Exercise Notice is executed during “regular trading hours”
on a Trading Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading
hours” on a Trading Day) pursuant to Section 1(d) of the Warrant].
2. Payment
of Exercise Price. In the event that the holder has elected a Cash Exercise with respect to some or all of the Warrant Shares to be issued
pursuant hereto, the holder shall pay the Aggregate Exercise Price in the sum of $to the Company in accordance with
the terms of the Warrant.
3. Delivery
of Warrant Shares. The Company shall deliver to the holderWarrant Shares in accordance with the terms of the Warrant.
Date:, ______
Name of Registered Holder
By:
Name:
Title:
Exhibit A
ACKNOWLEDGMENT
The Company hereby acknowledges
this Exercise Notice and hereby directs Globex Transfer, LLC to issue the above indicated number of shares of Common Stock on or prior
to the applicable Share Delivery Date.
ONDAS HOLDINGS INC.
By:
Name:
Title:
Acknowledgment
EXHIBIT B
ASSIGNMENT FORM
(To assign the foregoing
Warrant, execute this form and supply required information. Do not use this form to exercise the Warrant to purchase shares.)
FOR VALUE RECEIVED, the foregoing
Warrant and all rights evidenced thereby are hereby assigned to
Name:
(Please Print)
Address:
(Please Print)
Phone Number:
Email Address:
Dated:, ____
Holder's Signature:
Holder's Address:
Exhibit B
Exhibit 5.1
Snell &
Wilmer L.L.P.
1700 S.
PAVILION CENTER DRIVE, SUITE 700
LAS VEGAS,
NV 89135
TELEPHONE:
702.784.5200
FACSIMILE:
702.784.5252
June 11, 2025
Ondas Holdings Inc.
One Marina Park Drive, Suite 1410
Boston, MA 02210
Re: Prospectus Supplement to Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as Nevada counsel
to Ondas Holdings Inc., a Nevada corporation (the “Company”), in connection with the preparation and filing with the Securities
and Exchange Commission (the “Commission”) of a Prospectus Supplement dated June 9, 2025 filed with the Commission pursuant
to Rule 424(b) of the Securities Act Regulations (“Prospectus Supplement”) on June 10, 2025, which supplements the Company's
Registration Statement on Form S-3 (File No. 333-286642) which was declared effective on April 25, 2025, as amended from time to time
(such Registration Statement in the form in which it became effective is referred to herein as the “Registration Statement”),
under the Securities Act of 1933, as amended (the “Securities Act”), including the base prospectus dated April 25, 2025 (together
with the Prospectus Supplement, the “Prospectus”), relating to the registration and offering by the Company of 22,400,000
shares (the “Firm Shares”), pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 9,600,000 shares
of Common Stock (the “Pre-Funded Warrant Shares”), and up to 4,800,000 additional shares (the “Additional Shares,”
and together with the Firm Shares, collectively, the “Shares”) of the Company's Common Stock, par value $0.0001 per
share (the “Common Stock”), pursuant to that certain Underwriting Agreement (the “Underwriting Agreement”), dated
June 9, 2025, among the Company, on the one hand, and Oppenheimer & Co. Inc., as representative of the several underwriters, if any,
named in Schedule I to the Underwriting Agreement (the “Underwriters”), on the other hand. The Shares, Pre-Funded Warrants
and the Pre-Funded Warrant Shares are collectively referred to as the “Offered Securities.”
This opinion is being furnished
in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act in connection with the filing of the
Registration Statement. All capitalized terms used herein and not otherwise defined shall have the respective meanings given to them in
the Prospectus.
In connection with this opinion,
we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Registration Statement and exhibits
thereto, including the Prospectus; (ii) the Amended and Restated Articles of Incorporation of the Company, as amended, as currently in
effect; (iii) the Amended and Restated Bylaws of the Company, as amended, as currently in effect; (iv) the Underwriting Agreement; (v)
the form of Pre-Funded Warrant; and (vi) certain resolutions and minutes of meetings of the Board of Directors of the Company relating
to (A) the issuance and sale of the Offered Securities, (B) the specimen of Common Stock certificate, and (C) other related matters. For
the purpose of rendering this opinion, we have made such factual and legal examinations as we deemed necessary under the circumstances,
and in that connection therewith we have examined, among other things, originals or copies, certified or otherwise identified to our satisfaction,
of such documents, corporate records, certificates of public officials, certificates of officers or other representatives of the Company,
and other instruments and have made such inquiries as we have deemed appropriate for the purpose of rendering this opinion.
In our examination, we have
assumed without independent verification the legal capacity of all natural persons, the genuineness of all signatures, the authenticity
of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic,
certified, conformed or photostatic copies, and the authenticity of the originals of such copies. In making our examination of executed
documents, we have assumed that the parties thereto, other than the Company, had the power, corporate or other, to enter into and perform
all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and the execution
and delivery by such parties of such documents and the validity and binding effect thereof on such parties. Our opinions are subject to
applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights
and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness,
good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). As to any facts material
to the opinions expressed herein which were not independently established or verified, we have relied upon oral or written statements
and representations of officers or other representatives of the Company and others.
Ondas Holdings, Inc.
June 11, 2025
Page 2
On the basis of, and in reliance
on, the foregoing examination and subject to the assumptions, exceptions, qualifications and limitations contained herein, we are of the
opinion that the Offered Securities to be issued and sold by the Company under the Underwriting Agreement have been duly authorized, and
when the Shares and the Pre-Funded Warrant Shares are delivered to and paid for by the Underwriters in accordance with the terms of the
Underwriting Agreement and the Pre-Funded Warrants, as applicable, will be validly issued, fully paid and nonassessable.
We render this opinion only
with respect to the general corporate law of the State of Nevada as set forth in Chapter 78 of the Nevada Revised Statutes. We neither
express nor imply any obligation with respect to any other laws or the laws of any other jurisdiction or of the United States. For purposes
of this opinion, we assume that the Shares and Pre-Funded Warrant Shares will be issued in compliance with all applicable state securities
or blue sky laws.
We assume no obligation to
update or supplement this opinion if any applicable laws change after date of this opinion or if we become aware after the date of this
opinion of any facts, whether existing before or arising after the date hereof, that might change the opinions expressly so stated. Without
limiting the generality of the foregoing, we neither express nor imply any opinion regarding the contents of the Registration Statement,
other than as expressly stated herein with respect to the Shares and Pre-Funded Warrant Shares.
We are opining only as to
matters expressly set forth herein, and no opinion should be inferred as to any other matters. This opinion is rendered as of the date
hereof and is based upon currently existing statutes, rules, regulations and judicial decisions. We disclaim any obligation to advise
you of any change in any of these sources of law or subsequent legal or factual developments that affect any matters or opinions set forth
herein.
We hereby consent to the filing
of this opinion letter with the Commission as an exhibit to the Current Report on Form 8-K dated the date hereof filed by the Company.
We also consent to the reference to our firm under the heading “Legal Matters” in the Prospectus Supplement. In giving such
consent, we do not thereby concede that we are included in the category of persons whose consent is required under Section 7 of the Securities
Act or the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
Snell & Wilmer L.L.P.
/s/ Snell & Wilmer L.L.P.
Exhibit 5.2
Akerman LLP
Three Brickell City Centre
98 Southeast Seventh Street
Suite 1100
Miami, FL 33131
T: +1 305 374 5600
F: +1 305 374 5095
June 11, 2025
Ondas Holdings Inc.
One Marina Park Drive, Suite 1410
Boston, MA 02210
Re: Prospectus Supplement
to Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to
Ondas Holdings Inc., a Nevada corporation (the "Company"), in connection with the preparation and filing with the Securities
and Exchange Commission (the "Commission") of a Prospectus Supplement dated June 9, 2025 (the "Prospectus Supplement"),
pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the "Act"). The Prospectus Supplement supplements the
Company's Registration Statement on Form S-3 (File No. 333-286642) filed with the Commission on April 18, 2025, under the Act (as
amended and as such registration statement became effective on April 25, 2025 (the “Registration Statement”), including the
base prospectus dated April 25, 2025 (together with the Prospectus Supplement, the “Prospectus”), relating to the registration
and offering by the Company of 22,400,000 shares (the “Firm Shares”) of the Company's Common Stock, par value $0.0001
per share (the “Common Stock”), pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 9,600,000 shares
(the “Pre-Funded Warrant Shares”) of Common Stock, and up to 4,800,000 additional shares (the “Option Shares,”
and together with the Firm Shares, the “Shares”) of Common Stock, pursuant to that certain Underwriting Agreement (the “Underwriting
Agreement”), dated June 9, 2025, by and between the Company, on the one hand, and Oppenheimer & Co. Inc., as representative
of the several underwriters, if any, named in Schedule I to the Underwriting Agreement (the “Underwriters”), on the other
hand. The Shares, Pre-Funded Warrants and the Pre-Funded Warrant Shares are collectively referred to as the “Offered Securities.”
In connection with this opinion,
we have examined originals or copies, certified or otherwise identified to our satisfaction, of: (i) the Registration Statement and exhibits
thereto, including the Prospectus, (ii) the Amended and Restated Articles of Incorporation of the Company, as amended, as currently in
effect (the "Articles of Incorporation"); (iii) the Amended and Restated Bylaws of the Company, as amended, as currently in
effect (the "Bylaws"); (iv) the Underwriting Agreement; (v) the form of Pre-Funded Warrant; and (vii) certain resolutions and
unanimous written consents of the Board of Directors of the Company and the Pricing Committee of the Board of Directors of the Company.
We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such
agreements, certificates of public officials, certificates of officers or other representatives of the Company and others, and such other
documents, certificates and records as we have deemed necessary or appropriate as a basis for the opinion set forth herein.
In our examination, we have
assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified, conformed or
photostatic copies, and the authenticity of the originals of such copies. In making our examination of executed documents, we have assumed
that the parties thereto, other than the Company, had the power, corporate or other, to enter into and perform all obligations thereunder
and have also assumed the due authorization by all requisite action, corporate or other, and the execution and delivery by such parties
of such documents and the validity and binding effect thereof on such parties. As to any facts material to the opinion expressed herein
which we have not independently established or verified, we have relied upon statements and representations of officers and other representatives
of the Company and others.
Ondas Holdings Inc.
June 11, 2025
Page 2
With your consent, we have
assumed that none of (i) the execution, delivery and performance of any of the Underwriting Agreement, the Pre-Funded Warrants and the
Prospectus, (ii) the terms of any of the Pre-Funded Warrants, (iii) the issuance and delivery of such Pre-Funded Warrants, including the
issuance of the Pre-Funded Warrant Shares upon exercise of the Pre-Funded Warrants in accordance with the terms of the Underwriting Agreement
and Pre-Funded Warrants or (iv) the compliance by the Company with the terms of the Pre-Funded Warrants will (a) violate any applicable
law, rule or regulation to which the Company is then subject or the Articles of Incorporation or Bylaws, each as then in effect, (b) result
in a breach of or default under any instrument or agreement then binding upon the Company or any of its properties, or (c) violate, or
cause the Company not to comply with, any consent, approval, license, authorization, restriction or requirement imposed by, or any filing,
recording or registration with, any court or governmental body having jurisdiction over the Company. With your consent, we have also assumed
that a sufficient number of shares of Common Stock will remain authorized and reserved for issuance in accordance with the terms of the
Underwriting Agreement and the Pre-Funded Warrants.
Based upon the foregoing and
subject to the limitations set forth below, as of the date hereof, we are of the opinion that the Underwriting Agreement and the Pre-Funded
Warrants constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject
to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally, concepts of reasonableness and equitable
principles of general applicability.
For purposes of this opinion,
we express no opinion as to matters governed by laws of any jurisdiction other than New York. We neither express nor imply any obligation
with respect to any other laws or the laws of any other jurisdiction or of the United States. For purposes of this opinion, we assume
that the Offered Securities will be issued in compliance with all applicable state securities or blue sky laws.
We are opining only as to
matters expressly set forth herein, and no opinion should be inferred as to any other matters. This opinion is rendered as of the date
hereof and is based upon currently existing statutes, rules, regulations and judicial decisions. We disclaim any obligation to advise
you of any change in any of these sources of law or subsequent legal or factual developments that affect any matters or opinions set forth
herein.
We understand that you wish
to file this opinion as an exhibit to the Current Report on Form 8-K dated the date hereof filed by the Company, and we hereby consent
thereto. We hereby further consent to the reference to us under the caption "Legal Matters" in the Prospectus Supplement. In
giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act
or the rules and regulations of the Commission.
Very truly yours,
/s/ Akerman LLP
Exhibit 99.1
Ondas Holdings Inc. Announces Proposed Public
Offering of Common Stock and Pre-Funded Warrants
BOSTON, MA – June 9, 2025 –
Ondas Holdings Inc. (NASDAQ: ONDS) ("Ondas" or the "Company"), a leading provider of private industrial wireless networks
and commercial drone and automated data solutions through its Ondas Networks and Ondas Autonomous Systems business units, today announced
that it intends to offer and sell shares of its common stock and in lieu of common stock, pre-funded warrants to purchase shares of its
common stock. Ondas also expects to grant the underwriter a 30-day option to purchase additional shares of common stock offered in the
public offering. All of the securities in the proposed offering are to be sold by Ondas. The offering is subject to market conditions,
and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.
Ondas intends to use the net proceeds from the proposed offering for general corporate purposes, including funding capital expenditures
and providing working capital.
Oppenheimer & Co. Inc. is acting as the sole
underwriter for the offering.
A shelf registration statement on Form S-3 (File
No. 333-286642) relating to the securities to be issued in the proposed offering was filed with the Securities and Exchange Commission
("SEC") on April 18, 2025 and was declared effective on April 25, 2025. A preliminary prospectus supplement and accompanying
prospectus describing the terms of the proposed offering will be filed with the SEC. The securities may be offered only by means of a
prospectus, including a prospectus supplement, forming a part of the effective registration statement. Copies of the preliminary prospectus
supplement and the accompanying prospectus relating to the securities being offered may also be obtained from Oppenheimer & Co. Inc.
Attention: Syndicate Prospectus Department, 85 Broad Street, 26th Floor, New York, NY 10004, or by telephone at (212) 667-8055, or by
email at EquityProspectus@opco.com. Electronic copies of the preliminary prospectus supplement and accompanying prospectus will also be
available on the SEC's website at http://www.sec.gov. The final terms of the offering will be disclosed in a final prospectus supplement
to be filed with the SEC.
This press release does not constitute an offer
to sell, or the solicitation of an offer to buy, these securities, nor will there be any sale of these securities in any state or other
jurisdiction in which such offer, solicitation or sale is not permitted.
Forward-Looking Statements
Statements made in this release that are not statements
of historical or current facts are "forward-looking statements" within the meaning of the Private Securities Litigation Reform
Act of 1995, including, but not limited to, statements regarding the completion and anticipated use of proceeds of the proposed offering.
We caution readers that forward-looking statements are predictions based on our current expectations about future events. These forward-looking
statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions that are difficult to predict.
These risks and uncertainties relate, among other things, to fluctuations in our stock price, changes in market conditions and satisfaction
of customary closing conditions related to the proposed public offering. Our actual results, performance, or achievements, including our
ability to conduct and complete a public offering of our common stock on terms acceptable to us or at all, could differ materially from
those expressed or implied by the forward-looking statements as a result of a number of factors, including the risks discussed under the
heading "Risk Factors" discussed under the caption "Item 1A. Risk Factors" in Part I of our most recent Annual Report
on Form 10-K or any updates discussed under the caption "Item 1A. Risk Factors" in Part II of our Quarterly Reports on Form
10-Q and in our other filings with the SEC. We undertake no obligation to publicly update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise that occur after that date, except as required by law.
Contacts
IR Contact for Ondas Holdings Inc.
ir@ondas.com
Media Contact for Ondas
Escalate PR
ondas@escalatepr.com
Preston Grimes
Marketing Manager, Ondas Holdings Inc.
Preston.grimes@ondas.com
Exhibit 99.2
Ondas Holdings Inc. Prices Upsized $40.0 Million
Public Offering of Common Stock and Pre-Funded Warrants
BOSTON, MA – June 10, 2025 –
Ondas Holdings Inc. (NASDAQ: ONDS) ("Ondas" or the "Company"), a leading provider of private industrial wireless networks
and commercial drone and automated data solutions through its Ondas Networks and Ondas Autonomous Systems business units, announced today
that it has priced its underwritten public offering of 22,400,000 shares of its common stock, or in lieu of common stock, pre-funded warrants
to purchase up to 9,600,000 shares of its common stock, at an exercise price of $0.0001 per share. The public offering price of each share
of common stock is $1.25 and the offering price of each pre-funded warrant is $1.25, minus $0.0001, which is the per share exercise price
of the pre-funded warrant. The pre-funded warrants are exercisable immediately and will expire three years from the date of issuance.
Ondas expects the gross proceeds from this offering to be approximately $40.0 million, before deducting the underwriting discount and
other estimated offering expenses. Ondas intends to use the net proceeds from this offering for general corporate purposes, including
funding capital expenditures and providing working capital. Ondas has granted the underwriter a 30-day option to purchase up to 4,800,000
additional shares of its common stock. Ondas expects to close the offering, subject to the satisfaction of customary conditions, on or
about June 11, 2025.
Oppenheimer & Co. Inc. is acting as the sole
underwriter for the offering.
A shelf registration statement on Form S-3 (File
No. 333-286642) relating to the shares of common stock to be issued in the offering was filed with the Securities and Exchange Commission
("SEC") on April 18, 2025 and was declared effective on April 25, 2025. A preliminary prospectus supplement and accompanying
prospectus describing the terms of the offering has been filed with the SEC and a final prospectus supplement will be filed with the SEC.
Copies of the final prospectus supplement and the accompanying prospectus relating to the securities being offered may also be obtained,
when available, from Oppenheimer & Co. Inc. Attention: Syndicate Prospectus Department, 85 Broad Street, 26th Floor, New York, NY
10004, or by telephone at (212) 667-8055, or by email at EquityProspectus@opco.com. Electronic copies of the final prospectus supplement
and accompanying prospectus will also be available on the SEC's website at http://www.sec.gov.
This press release does not constitute an offer
to sell, or the solicitation of an offer to buy, these securities, nor will there be any sale of these securities in any state or other
jurisdiction in which such offer, solicitation or sale is not permitted.
Forward-Looking Statements
Statements made in this release that are not statements
of historical or current facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform
Act of 1995, including, but not limited to, statements regarding the expected timing or completion of the offering, the expected gross
proceeds therefrom and the intended use of net proceeds therefrom. We caution readers that forward-looking statements are predictions
based on our current expectations about future events. These forward-looking statements are not guarantees of future performance and are
subject to risks, uncertainties and assumptions that are difficult to predict. These risks and uncertainties relate, among other things,
to fluctuations in our stock price, changes in market conditions and satisfaction of customary closing conditions related to the public
offering. Our actual results, performance, or achievements could differ materially from those expressed or implied by the forward-looking
statements as a result of a number of factors, including the risks discussed under the heading "Risk Factors" discussed under
the caption "Item 1A. Risk Factors" in Part I of our most recent Annual Report on Form 10-K or any updates discussed under the
caption "Item 1A. Risk Factors" in Part II of our Quarterly Reports on Form 10-Q and in our other filings with the SEC. There
can be no assurance that we will be able to complete the public offering on the anticipated terms or at all. We undertake no obligation
to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise that occur
after that date, except as required by law.
Contacts
IR Contact for Ondas Holdings Inc.
ir@ondas.com
Media Contact for Ondas
Escalate PR
ondas@escalatepr.com
Preston Grimes
Marketing Manager, Ondas Holdings Inc.
Preston.grimes@ondas.com
Exhibit 99.3
Ondas Holdings Inc. Announces Closing of $46
Million Public Offering Including Full Exercise of Overallotment Option
BOSTON, MA – June 11, 2025 –
Ondas Holdings Inc. (NASDAQ: ONDS) ("Ondas" or the "Company"), a leading provider of private industrial wireless networks
and commercial drone and automated data solutions through its Ondas Networks and Ondas Autonomous Systems business units, announced today
the closing of its underwritten public offering of (i) 27,200,000 shares of its common stock, which includes 4,800,000 shares of common
stock sold pursuant to the exercise in full by the underwriter of their over-allotment option, and (ii) in lieu of common stock, pre-funded
warrants to purchase up to 9,600,000 shares of its common stock, at an exercise price of $0.0001 per share. Ondas estimates net proceeds
from the offering to be approximately $42.8 million, after deducting underwriting discounts and commissions and estimated offering expenses,
and excluding any proceeds that may be received from the exercise of the pre-funded warrants.
Ondas intends to use the net proceeds of the offering
for general corporate purposes, including funding capital expenditures and providing working capital.
Oppenheimer & Co. Inc. acted as the sole underwriter
for the offering. Ladenburg Thalmann & Co. Inc., Lake Street Capital Markets, LLC and Northland Capital Markets served as financial
advisors to Ondas.
Akerman LLP served as legal counsel to Ondas and
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. served as legal counsel to the underwriter.
A shelf registration statement on Form S-3 (File
No. 333-286642) relating to the shares of common stock to be issued in the offering was filed with the Securities and Exchange Commission
("SEC") on April 18, 2025 and was declared effective on April 25, 2025. A final prospectus supplement and accompanying prospectus
describing the terms of the offering has been filed with the SEC. Copies of the final prospectus supplement and the accompanying prospectus
relating to the securities being offered may also be obtained from Oppenheimer & Co. Inc. Attention: Syndicate Prospectus Department,
85 Broad Street, 26th Floor, New York, NY 10004, or by telephone at (212) 667-8055, or by email at EquityProspectus@opco.com. Electronic
copies of the final prospectus supplement and accompanying prospectus are also available on the SEC's website at http://www.sec.gov.
This press release does not constitute an offer
to sell, or the solicitation of an offer to buy, these securities, nor will there be any sale of these securities in any state or other
jurisdiction in which such offer, solicitation or sale is not permitted.
Forward-Looking Statements
Statements made in this release that are not statements of historical
or current facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995,
including, but not limited to, statements regarding the intended use of net proceeds from the offering. We caution readers that forward-looking
statements are predictions based on our current expectations about future events. These forward-looking statements are not guarantees
of future performance and are subject to risks, uncertainties and assumptions that are difficult to predict. These risks and uncertainties
relate, among other things, to fluctuations in our stock price and changes in market conditions. Our actual results, performance, or achievements
could differ materially from those expressed or implied by the forward-looking statements as a result of a number of factors, including
the risks discussed under the heading "Risk Factors" discussed under the caption "Item 1A. Risk Factors" in Part I
of our most recent Annual Report on Form 10-K or any updates discussed under the caption "Item 1A. Risk Factors" in Part II
of our Quarterly Reports on Form 10-Q and in our other filings with the SEC. We undertake no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future events or otherwise that occur after that date, except as required
by law.
Contacts
IR Contact for Ondas Holdings Inc.
ir@ondas.com
Media Contact for Ondas
Escalate PR
ondas@escalatepr.com
Preston Grimes
Marketing Manager, Ondas Holdings Inc.
Preston.grimes@ondas.com
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- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
+ Details
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Period Type:
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- Definition
Trading symbol of an instrument as listed on an exchange.
+ References
No definition available.
+ Details
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Namespace Prefix:
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Data Type:
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Balance Type:
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Period Type:
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- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
+ Details
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