Ondas: Entering into a loan agreement with a foreign company listed on NASDAQ – Form 8-K

From October 3rd2022

Oldest of:

(a) February 1, 2023; Where

(b) Date of

termination of the Merger Agreement due to a breach of its terms by the Company.

The Company has the right to early, partial or total reimbursement (without additional costs).

1.5 million

No balance used

Principal and accrued interest of the Loan will be repaid in one installment at maturity.

Fixed interest (untied) at the rate of 6% on the principal drawn;

2% additional in case of default.

(1) A first degree floating charge in favor of the Lender, over all the assets, rights and property of the Company, of every nature and type, existing and future (including, but not limited to, the property intellectual property), with the exception of all assets, rights and property which have been excluded in the Agreement (the “Encumbrance”). It should be noted that the registration of the Charge is subject to obtaining the approval of the Innovation Authority, received to date.

(2) A first degree fixed charge on the intellectual property, equipment and other fixed assets of the Company, except for equipment and goods which were excluded in the Contract.

(3) AIROBOTICS INC, American subsidiary (100%) of the Company (the “Conceding“), will guarantee the payment of the obligations of the Company and will charge for the benefit of the Lender all its existing and future assets, rights and property.3

(1) The amounts of the Credit will be used for the purpose of financing the current activities of the Company and its subsidiaries. In addition, subject to the consent of the Lender, the Company may use the Loan to repay the OurCrowd Loan.4

(2) Immediate reimbursement in the event of default (among other things, change of control), as detailed in the Agreement. For greater clarity, in the event of default, the Company will not be able to rely on the undrawn balance of the credit.

(3) The Company and the Licensor are prohibited from transferring assets to another subsidiary which is not a licensor

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