Ondas Holdings Inc entered into a Stock Purchase Agreement to issue 8% Series A-2 convertible preferred stock and warrants for a gross proceeds of $4,499,735.32 on February 26, 2024. The company will issue 108,925 shares of preferred stock of Networks, $0.00001 par value per share, at a purchase price of $41.3104 per share, convertible into shares of Common Stock, $0.00001 par value per share of Networks for a gross proceeds of $4,499,735.32 and warrants to purchase 3,015,000 shares of Holdings Common Stock, at an exercise price of $1.26 per share, exercisable commencing ninety days following the date of issuance through the fifth anniversary of the date of issuance. The Preferred Stock accrues dividends at the rate per annum of 8% of the original issue price, of $41.3104 per share (the ?Original Issue Price?).

Dividends shall be payable only when, as, and if declared by the board of directors of Networks and Networks shall be under no obligation to pay such dividends. Such dividends are payable in cash or additional shares of Preferred Stock, with such valuation based on the Original Issue Price. Each share of Preferred Stock is convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and non-assessable shares of Networks Common Stock as is determined by dividing the Original Issue Price by the conversion price in effect at the time of conversion, which initially is set at $41.3104.

The company has received $4,500,000 from 9 investors pursuant to exemption provided under Regulation D.