On May 16, 2026, Ondas Inc. (the "Company") entered into a Share Purchase Agreement (the "Agreement"), by and among the Company, Omnisys Ltd., a company organized under the laws of the State of Israel ("Omnisys"), Omnisys' shareholders listed on Exhibit A thereto (the "Company Shareholders"), and Mr. Ofer Yarden, solely in such person's capacity as the representative, agent and attorney-in-fact of the Indemnifying Parties (as defined in the Agreement) and not in any personal capacity.

The Agreement provides that, upon the terms and subject to the conditions set forth in the Agreement, the Company will acquire 100% of the issued and outstanding share capital ("Omnisys Shares") of Omnisys (the "Acquisition"). At the closing of the Acquisition, upon the terms and subject to the conditions set forth in the Agreement, the Company shall pay an aggregate amount of $199,000,000 of shares of the Company's common stock, par value $0.0001 per share ("Common Stock"), subject to certain adjustments set forth in the Agreement (the "Purchase Price"), of which (i) $29,000,000 of Common Stock shall be paid on the closing of the Acquisition, (ii) $142,500,000 of Common Stock shall be paid in five equal installments within twenty days following the closing of the Acquisition, and (iii) the balance of the Purchase Price shall be paid in Common Stock on the twenty-forth Trading Day (as defined in the Agreement) following the closing of the Acquisition.

Additionally, pursuant to the terms of the Agreement, for three years after the closing of the Acquisition, the Company Shareholders have an opportunity to earn an additional aggregate amount of up to $60,000,000 in contingent earn-out payments, subject to certain milestones as set forth in the Agreement, payable in Common Stock (the "Earn-Out Payments").

The shares of Common Stock issued pursuant to the Acquisition, including the Earn-Out Payments, are to be registered for resale pursuant to a registration rights agreement to be entered into at closing of the Acquisition.