Form 8-K

8-K — Ondas Inc.

Accession: 0001213900-26-047289

Filed: 2026-04-24

Period: 2026-04-24

CIK: 0001646188

SIC: 3663 (RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT)

Item: Completion of Acquisition or Disposition of Assets

Item: Unregistered Sales of Equity Securities

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0286979-8k_ondas.htm (Primary)

EX-5.1 — OPINION OF SNELL & WILMER L.L.P. (NEVADA COUNSEL) (ea028697901ex5-1.htm)

EX-10.1 — REGISTRATION RIGHTS AGREEMENT, DATED APRIL 24, 2026, BY AND BETWEEN THE COMPANY AND THE STOCKHOLDER (ea028697901ex10-1.htm)

EX-99.1 — PRESS RELEASE, DATED APRIL 24, 2026 (ea028697901ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0286979-8k_ondas.htm · Sequence: 1

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0001646188

2026-04-24

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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) April 24, 2026

Ondas Inc.

(Exact

name of registrant as specified in its charter)

Nevada

001-39761

47-2615102

(State

or other jurisdiction

incorporation)

(Commission File Number)

(IRS

Employer

Identification

No.)

222 Lakeview Avenue, Suite 800, West Palm Beach, Florida 33401

(Address

of principal executive offices) (Zip Code)

Registrant’s

telephone number, including area code (888) 350-9994

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 ☐

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

2.01. Completion of Acquisition or Disposition of Assets.

April 24, 2026 (the “Closing Date”), Ondas Inc. (the “Company”) completed the previously announced merger

of Project Cyclone Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), with

Mistral, Inc., a Delaware corporation (“Mistral”), pursuant to that certain Agreement and Plan of Merger (the

“Agreement”), dated March 8, 2026, by and among the Company, Merger Sub, Mistral, and Shoshana Banai (the

“Stockholder”).

accordance with the terms of the Agreement, on the Closing Date, Merger Sub merged with and into Mistral, with Mistral continuing as

the surviving entity and a wholly owned subsidiary of the Company (the “Merger”), for an aggregate amount of

approximately $175,000,000, comprised of (i) 1,567,735 shares of the

Company’s common stock (“Common Stock”), par value $0.0001 per share, issued to the Stockholder, (ii)

261,289 shares of Common Stock deposited into an escrow account (the “Escrow Account”) for the

purpose of securing certain post-closing adjustment and indemnification obligations of the Stockholder, (iii)

783,867 shares of Common Stock deposited into an escrow account

(the “Deferred Consideration Escrow Account”), which shall be released to the Stockholder in three installments of fifty percent (50%), twenty-five percent (25%), and twenty-five percent (25%), respectively, on the first

three anniversaries of the Closing Date, and (iv) the Additional Consideration (as defined below).

Pursuant

to the Agreement, the Company shall issue additional Common Stock, of which (i) $90,000,000 of Common Stock shall

be issued to the Stockholder, (ii) $15,000,000 of Common Stock shall be deposited into the Escrow Account, and (iii) $45,000,000 of Common

Stock shall be deposited into the Deferred Consideration Escrow Account, in an additional six equal installments within twenty (20) Business

Days (as defined in the Agreement) following the Closing Date (together, the “Additional Consideration”).

Also

on April 24, 2026, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”), by and

among the Company and the Stockholder. Pursuant to the Registration Rights Agreement, the Company agreed that within one (1) Business

Day of each issuance of Common Stock to the Stockholder, it shall file with the Securities and Exchange Commission (the “SEC”)

prospectus supplements pursuant to Rule 424(b)(7) promulgated under the Securities Act of 1933, as amended (the “Securities Act”),

providing for the resale by the Stockholder of such issued shares of Common Stock, subject to the trading limitation discussed below.

Pursuant

to the Registration Rights Agreement, the Stockholder shall be subject to daily trading volume limitations, whereby the Stockholder may

not sell any Common Stock issued to the Stockholder pursuant to the Agreement on any trading market in any single trading day to the

extent such sales would exceed ten percent (10%) of the average daily trading volume of such stock as reported on the principal trading

market on which the Common Stock is listed calculated based on the ten (10) consecutive trading days immediately preceding the relevant

date of determination.

The

foregoing description of the Merger, the Agreement and the Registration Rights Agreement does not purport to be complete and is

qualified in its entirety by the full text of the Agreement and the Registration Rights Agreement, copies of which are attached

hereto as Exhibit 2.1 and Exhibit 10.1, and are incorporated herein by reference.

copy of the opinion of Snell & Wilmer L.L.P., Nevada counsel for the Company, relating to the legality of the issuance of the Shares

is attached as Exhibit 5.1 hereto.

Item

3.02 Unregistered Sales of Equity Securities.

The

disclosure included in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference. The issuances of shares of the

Common Stock in Item 2.01 above will be exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities

Act”), in accordance with Regulation D thereunder, as a transaction by an issuer not involving any public offering.

Item

8.01. Other Events.

Also

on April 24, 2026, the Company issued a press release announcing the Merger. A copy of the press release is attached as Exhibit 99.1

and incorporated herein by reference.

Item

9.01. Financial Statements and Exhibits.

(a) Financial statements are not required in connection with the Merger pursuant to Rule 3-05(b) of Regulation S-X.

(b) Pro forma financial

information is not required in connection with the Merger pursuant to Article 11 of Regulation S-X.

(d)

Exhibits. The following exhibits are being filed with this Current Report on Form 8-K.

Exhibit

No.

Description

2.1*

Agreement and Plan of Merger, dated March 8, 2026, by and among the Company, Project Cyclone Merger Sub Inc., Mistral, Inc., and Shoshana Banai (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 9, 2026).

5.1

Opinion of Snell & Wilmer L.L.P. (Nevada Counsel)

10.1

Registration Rights Agreement, dated April 24, 2026, by and between the Company and the Stockholder.

23.1

Consent of Snell & Wilmer L.L.P. (Nevada Counsel) (included in Exhibit 5.1).

99.1

Press Release, dated April 24, 2026.

104

Cover Page Interactive Data File (embedded within the

Inline XBRL document)

Schedules and Exhibits have been omitted

pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally to the Securities and Exchange Commission

a copy of any omitted schedule upon request.

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: April 24, 2026

ONDAS INC.

By:

/s/

Eric A. Brock

Chief Executive Officer

EX-5.1 — OPINION OF SNELL & WILMER L.L.P. (NEVADA COUNSEL)

EX-5.1

Filename: ea028697901ex5-1.htm · Sequence: 2

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

April 24, 2026

Ondas Inc.

222 Lakeview Avenue, Suite 800

West Palm Beach, Florida 33401

Re:

Prospectus Supplement to Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as Nevada counsel

to Ondas 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 April 24, 2026 filed with the Commission pursuant

to Rule 424(b) of the Securities Act Regulations (“Prospectus Supplement”) on April 24, 2026, which supplements the Company’s

Registration Statement on Form S-3 (File No. 333-290121) which automatically became effective upon filing on September 9, 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

September 9, 2025 (together with the Prospectus Supplement, the “Prospectus”), relating to the registration and sale by the

selling stockholders named in the Prospectus Supplement (collectively, the “Selling Stockholders”) of 2,612,891 shares (the “Shares”)

of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), issued pursuant to that certain Agreement

and Plan of Merger (the “Agreement”), dated March 8, 2026, by and among the Company, Project Cyclone Merger Sub Inc., Mistral,

Inc., and Shoshana Banai.

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

Prospectus Supplement. 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 currently in effect; (iv) the Agreement; and (v) certain resolutions and

minutes of meetings of the Board of Directors of the Company relating to (A) the issuance of the Shares, (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.

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 Shares to be resold by the Selling Stockholders are validly issued, fully paid and nonassessable.

Ondas Inc.

April 24, 2026

Page 2

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 were 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

and/or the Prospectus, other than as expressly stated herein with respect to the 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,

/s/ Snell & Wilmer L.L.P.

Snell & Wilmer L.L.P.

EX-10.1 — REGISTRATION RIGHTS AGREEMENT, DATED APRIL 24, 2026, BY AND BETWEEN THE COMPANY AND THE STOCKHOLDER

EX-10.1

Filename: ea028697901ex10-1.htm · Sequence: 3

Exhibit

10.1

Execution

Version

REGISTRATION

RIGHTS AGREEMENT

THIS

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 24, 2026, is made and entered into by and

among (i) Ondas Inc., a Nevada corporation (the “Parent”), (ii) each of the Persons listed on Schedule A attached

hereto (the “Schedule of Holders”) as of the date hereof, and (iii) each of the other Persons set forth from time

to time on the Schedule of Holders who, at any time, own Registrable Securities and enter into a joinder to this Agreement agreeing to

be bound by the terms hereof (each Person identified in the foregoing clauses (ii) and (iii), a “Holder” and, collectively,

the “Holders”).

RECITALS

WHEREAS,

the Parent has entered into an Agreement and Plan of Merger, dated as of March 8, 2026 (the “Merger Agreement”), with

Project Cyclone Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent, Mistral, Inc., a Delaware corporation,

and Shoshana Banai (the “Stockholder”); and

WHEREAS,

in connection with the Merger Agreement, the Parent may issue Common Stock as consideration pursuant to the terms of the Merger Agreement.

NOW,

THEREFORE, in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable

consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby

agree as follows:

1. Resale

Shelf Registration Rights.

(a) Registration

Statement Covering Resale of Registrable Securities. In accordance with Section 2, within one (1) Business day of the date

of each issuance of Common Stock to the Holders, the Parent shall prepare and file, or cause to be prepared and filed, with the Commission

a prospectus supplement pursuant to Rule 424(b)(7) promulgated under the Securities Act (each, a “Prosupp”) to its

Current Resale Shelf Registration Statement, providing for the resale from time to time by the Holders of any and all Registrable Securities

pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect), and each

such Prosupp shall further provide that such Registrable Securities may be sold pursuant to any method or combination of methods legally

available to the Holders, including in customary market and brokerage trades through any national exchange or over the counter market.

The Parent shall use its best efforts to maintain the Current Resale Shelf Registration Statement in accordance with the terms hereof

and keep the Current Resale Shelf Registration Statement continuously effective and shall cause the Current Resale Shelf Registration

Statement to be supplemented and amended (including post-effective amendments) to the extent necessary to ensure that such Registration

Statement is available or, if not available, to ensure that another Registration Statement is available and effective under the Securities

Act at all times until the first date on which there are no longer any Registrable Securities outstanding (the “Effectiveness

Period”).

(b) Notification;

Replacement Registration Statement on Form S-3; and Distribution of Materials. The Parent shall notify the Holders in writing of

the filing of each Prosupp immediately following the filing thereof with the Commission, and the Parent shall notify the Holders in writing

immediately following the Current Resale Shelf Registration Statement no longer being current or otherwise available to the Holders as

provided by Section 1(a). If the Current Resale Shelf Registration Statement becomes unavailable for the use by the Holders because

the Parent is no longer eligible to use an Automatic Shelf Registration Statement, then the Parent shall promptly (and in any event within

five Business Days following the unavailability of such Registration Statement) file with the Commission a replacement Registration Statement

on such form as it is then currently able to use (which shall be Form S-3 if the Parent is then able to use such form), and the Parent

shall use its best efforts to have such replacement Registration Statement declared effective by the Commission as soon as possible after

such filing, which replacement Registration Statement shall provide for the resale from time to time by the Holders of any and all Registrable

Securities pursuant to Rule 415 under the Securities Act (or any successor or similar provision adopted by the Commission then in effect),

and the Prospectus contained therein shall further provide that such Registrable Securities may be sold pursuant to any method or combination

of methods legally available to the Holders, including in customary market and brokerage trades through any national exchange or over

the counter market. The Parent shall notify the Holders of the effectiveness of such replacement Registration Statement as soon as practicable,

and in any event within one (1) Business Day after the Registration Statement becomes effective, and shall furnish to them, without charge,

such number of copies of such Registration Statement (including any amendments, supplements and exhibits), the Prospectus contained therein

(including each preliminary prospectus and all related amendments and supplements) and any documents incorporated by reference in such

Shelf Registration Statement or such other documents as the Holders may reasonably request in order to facilitate the sale of the Registrable

Securities in the manner described in such Registration Statement. The Parent shall use its best efforts to maintain such replacement

Registration Statement in accordance with the terms hereof and keep such Registration Statement continuously effective and shall cause

such Registration Statement to be supplemented and amended (including post-effective amendments) to the extent necessary to ensure that

such Registration Statement is available or, if not available, to ensure that another Registration Statement is available and effective

under the Securities Act at all times during the Effectiveness Period.

and Supplements. Subject to the provisions of Section 1(a) above, the Parent shall promptly prepare and file with the Commission

from time to time such amendments and supplements to the Current Resale Shelf Registration Statement and Prospectus used in connection

therewith as may be necessary to keep the Current Resale Shelf Registration Statement continuously effective and to comply with the provisions

of the Securities Act with respect to the disposition of all the Registrable Securities during the Effectiveness Period. If any Registration

Statement filed pursuant to Section 1(b) is filed on Form S-3 and thereafter the Parent becomes ineligible to use Form S-3 for

secondary sales, then the Parent shall promptly notify the Holders of such ineligibility and shall file with the Commission a shelf registration

on Form S-1 or other appropriate form as promptly as practicable (but in all events no later than fifteen (15) days thereafter) to replace

the shelf registration statement on Form S-3 and use its best efforts to have such replacement Registration Statement declared effective

as promptly as practicable and to cause such replacement Registration Statement to remain effective, and shall cause the Registration

Statement to be supplemented and amended to the extent necessary to ensure that such Registration Statement is continuously available

or, if not available, that another Registration Statement is available, for the resale of all the Registrable Securities held by the

Holders during the Effectiveness Period; provided, however, that at any time the Parent once again becomes eligible to use Form

S-3, the Parent shall, as promptly as practicable, cause such replacement Resale Shelf Registration Statement to be amended, or shall

file a new replacement Registration Statement, such that the Registration Statement is once again on Form S-3.

(d) Notwithstanding

the registration obligations set forth in this Section 1, in the event the Commission informs the Parent that all of the Registrable

Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration

statement, the Parent agrees to promptly (i) inform each of the Holders thereof and shall file amendments to the Resale Shelf Registration

Statement as required by the Commission and/or (ii) withdraw the applicable Registration Statement and file a new registration statement

(a “New Registration Statement”), on Form S-3, or if Form S-3 is not then available to the Parent for such registration

statement, on such other form available to register for resale the Registrable Securities as a secondary offering; provided, however,

that prior to filing such amendment or New Registration Statement, the Parent shall advocate with the Commission for the registration

of all of the Registrable Securities in accordance with any publicly-available written or oral guidance, comments, requirements or requests

of the Commission staff (the “SEC Guidance”), including without limitation, the Manual of Publicly Available Telephone

Interpretations and successor guidance. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation

of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and

notwithstanding that the Parent used diligent efforts to advocate with the Commission for the registration of all or a greater number

of Registrable Securities in accordance with the preceding sentence), unless otherwise directed in writing by a Holder as to its Registrable

Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis

based on the total number of Registrable Securities held by the Holders, subject to a determination by the Commission that certain Holders’

amount of Registrable Securities must be reduced first based on the number of Registrable Securities held by such Holders. In the event

the Parent amends the applicable Registration Statement or files a New Registration Statement, as the case may be, under clauses (i) or

(ii) above, the Parent shall file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Parent or

to registrants of securities in general, one or more Registration Statements on Form S-3 or such other form available to register for

resale those Registrable Securities that were not registered for resale on the applicable Registration Statement, as amended, or the

New Registration Statement. Notwithstanding anything to the contrary contained in this Agreement, the Parent shall not name any Holder

as an underwriter (as defined in Section 2(a)(11) of the Securities Act) in any Registration Statement without such Holder’s written

consent.

2. Registration

Procedures. In connection with the Registration to be effected pursuant to Section 1, the Parent shall expeditiously as reasonably

possible:

(a)

without derogating from the Parent’s obligations contained in Section 1, prepare in accordance with the Securities Act and

all applicable rules and regulations promulgated thereunder and file with the Commission a Registration Statement, and all amendments

and supplements thereto and related prospectuses as may be necessary to comply with applicable securities laws, with respect to such

Registrable Securities and use best efforts to cause such Registration Statement to become effective immediately upon filing with the

Commission, or if not on Form S-3ASR to become effective as promptly as practicable upon filing of a Form S-3 (provided that at least

two (2) Business Days before filing a Registration Statement or prospectus or any amendments or supplements thereto, the Parent shall

furnish to counsel selected by the Applicable Approving Party draft copies of all such documents proposed to be filed);

(b) Immediately

notify each Holder of Registrable Securities of (A) the issuance by the Commission of any stop order suspending the effectiveness of

any Registration Statement or the initiation of any proceedings for that purpose, (B) the receipt by the Parent or its counsel of any

notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation

or threatening of any proceeding for such purpose, and (C) the effectiveness of each Registration Statement filed hereunder;

and file with the Commission such amendments and supplements to a Registration Statement, the prospectus and each Prosupp with respect

to the Registrable Securities used in connection therewith as may be necessary to keep such Registration Statement effective during the

Effectiveness Period and comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities

covered by such Registration Statement during such period in accordance with the intended methods of disposition by the Holders as set

forth in such registration statement;

(d) furnish

to each Holder such number of copies of such Registration Statement, each amendment and supplement thereto, the prospectus included in

such Registration Statement (including each preliminary prospectus), each Prosupp, each Free-Writing Prospectus and such other documents

as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Holder;

(e) during

any period in which a prospectus is required to be delivered under the Securities Act, promptly and timely file all documents required

to be filed with the Commission, including pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act;

(f) use

its commercially reasonable efforts to register, qualify or secure an exemption from registration with respect to such Registrable Securities

under such other securities or blue sky laws of such jurisdictions as the Applicable Approving Party reasonably requests and do any and

all other acts and things which may be reasonably necessary or advisable to enable the Holders to consummate the disposition in such

jurisdictions of the Registrable Securities owned by the Holders (provided that the Parent shall not be required to (i) qualify generally

to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 2(f), (ii) consent

to general service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction);

(g) promptly

notify in writing each seller of such Registrable Securities (i) after it receives notice thereof, of the date and time when such Registration

Statement and each post-effective amendment thereto has become effective or a prospectus or supplement to any prospectus relating to

a Registration Statement has been filed and when any registration or qualification has become effective under a state securities or blue

sky law or any exemption thereunder has been obtained, (ii) after receipt thereof, of any request by the Commission for the amendment

or supplementing of such Registration Statement or prospectus or for additional information, and (iii) at any time when a prospectus

relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus

included in such Registration Statement contains an untrue statement of a material fact or omits any fact necessary to make the statements

therein not misleading, and, the Parent promptly (and in any event within one (1) Business Day) shall prepare, file with the Commission

and furnish to each Holder (upon request) a reasonable number of copies of a supplement or amendment to such Prospectus so that, as thereafter

delivered to the purchasers of such Registrable Securities, such Prospectus shall not contain an untrue statement of a material fact

or omit to state any fact necessary to make the statements therein not misleading;

(h) cause

all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Parent are then listed

and, if not so listed, to be listed on a securities exchange and, without limiting the generality of the foregoing, to arrange for at

least two market makers to register as such with respect to such Registrable Securities with FINRA;

(i) provide

a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;

(j) make

available for inspection by any Holder of Registrable Securities, any underwriter participating in any disposition pursuant to such Registration

Statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent

corporate and business documents and properties of the Parent as shall be necessary to enable them to exercise their due diligence responsibility,

and cause the Parent’s officers, managers, directors, employees, agents, representatives and independent accountants to supply

all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration

statement;

(k) otherwise

use its best efforts to comply with all applicable rules and regulations of the Commission;

(l) in

the event of the issuance of any stop order suspending the effectiveness of a Registration Statement, or of any order suspending or preventing

the use of any related Prospectus or suspending the qualification of any Common Stock included in such Registration Statement for sale

in any jurisdiction, the Parent shall use its best efforts promptly to obtain the withdrawal of such order;

(m) use

its commercially reasonable efforts to cause such Registrable Securities covered by such Registration Statement to be registered with

or approved by such other governmental agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition

of such Registrable Securities;

(n) cooperate

with the Holders of Registrable Securities covered by the Registration Statement to facilitate the timely preparation and delivery of

certificates or book entry statements representing securities to be sold under the Registration Statement;

(o) cooperate

with each Holder of Registrable Securities covered by the Registration Statement and each underwriter or agent participating in the disposition

of such Registrable Securities and their respective counsel in connection with any filings required to be made with FINRA;

(p) provide

a legal opinion of the Parent’s outside counsel, dated as of the date of each Prosupp, or, in the event that Registration of the

Registrable Securities is not effected pursuant to Section 1(a) and is instead effected pursuant to Section 1(b) or Section

1(c), dated as of the effective date of such Registration Statement (substantially in the form attached hereto as Exhibit A,

the “Form of Opinion”), with respect to the Registration Statement, each amendment and supplement thereto, the prospectus

included therein (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such

matters of the type customarily covered by legal opinions of such nature;

(q) if

the Parent files an Automatic Shelf Registration Statement covering any Registrable Securities, use its commercially reasonable efforts

to remain a WKSI (and not become an ineligible issuer (as defined in Rule 405)) during the Effectiveness Period;

(r) if

an Automatic Shelf Registration Statement has been outstanding for at least three (3) years, prior to the end of the third year, refile

a new Automatic Shelf Registration Statement covering the Registrable Securities, and, if at any time when the Parent is required to

re-evaluate its WKSI status the Parent determines that it is not a WKSI, use its commercially reasonable efforts to refile the registration

statement on Form S-3 and keep such Registration Statement effective (including by filing a new Resale Shelf Registration Statement or

replacement Resale Shelf Registration Statement, if necessary) at all times during the Effectiveness Period;

(s)

(i) incorporate in a prospectus supplement or post-effective amendment such information as such Holder reasonably requests to be included

therein relating to the sale and distribution of Registrable Securities, including information with respect to the number of Registrable

Securities being offered or sold, the purchase price being paid therefor and any other terms of the offering of the Registrable Securities

to be sold in such offering; and (ii) make all required filings of such prospectus supplement or post-effective amendment with the Commission

after being notified of the matters to be incorporated in such prospectus supplement or post-effective amendment.

3. Trade

Limitations. In connection with resales by the Holders, each Holder severally, and not jointly with any other Holder, agrees to comply

with the Trade Limitations and, if applicable to such Holder, the Parent Insider Trading Policy. Parent agrees that as of the Closing

Date Holder shall not be designated as a member of “Senior Management” or “Designated Employee” of Parent as

such terms are defined under the Parent Insider Trading Policy.

4. Registration

Expenses. All fees and expenses incident to the Parent’s performance of or compliance with this Agreement, including, without

limitation, all registration, qualification and filing fees, listing fees, fees and expenses of compliance with securities or blue sky

laws, stock exchange rules and filings, all expenses in preparing or assisting in preparing, word processing, duplicating, printing,

delivering and distributing any Registration Statement, any prospectus, any Prosupp, any amendments or supplements thereto, messenger

and delivery expenses, certificates, opinions (including pursuant to Section 2(b)) and any other documents relating to the performance

under and compliance with this Agreement, fees and disbursements of custodians, and fees and disbursements of counsel for the Parent

and all independent certified public accountants, underwriters (excluding underwriting discounts and commissions) and other Persons retained

by the Parent (all such expenses being herein called “Registration Expenses”), shall be borne by the Parent and, for

the avoidance of doubt, the Parent also shall pay all of its internal expenses (including, without limitation, all salaries and expenses

of its officers and employees performing legal or accounting duties), the expense of any annual audit or quarterly review, and the expenses

and fees for listing the Registrable Securities on each securities exchange on which similar securities issued by the Parent are then

listed.

5. Indemnification.

(a) The

Parent agrees to (i) indemnify and hold harmless, to the fullest extent permitted by law, each Holder and such Holder’s officers,

directors, members, partners, agents, affiliates and employees and each Person who controls such Holder (within the meaning of the Securities

Act or the Exchange Act) against all losses, claims, actions, damages, liabilities and expenses related to or arising out of (A) any

untrue or alleged untrue statement of material fact contained in any registration statement, prospectus or preliminary prospectus or

any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary

to make the statements therein not misleading, or (B) any violation or alleged violation by the Parent of the Securities Act or any other

similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Parent and relating to action

or inaction required of the Parent in connection with any such registration, qualification or compliance, and (ii) pay to each Holder

and such Holder’s officers, directors, members, partners, agents, affiliates and employees and each Person who controls such Holder

(within the meaning of the Securities Act or the Exchange Act), as incurred, all legal and any other expenses reasonably incurred in

connection with investigating, preparing or defending any such claim, loss, damage, liability or action, except insofar as the same are

caused by or contained in any information furnished in writing to the Parent or any managing underwriter by such Holders expressly for

use therein; provided, however, that the indemnity agreement contained in this Section 5 shall not apply to amounts paid

in settlement of any such claim, loss, damage, liability or action if such settlement is effected without the consent of the Parent (which

consent shall not be unreasonably withheld, conditioned or delayed), nor shall the Parent be liable in any such case for any such claim,

loss, damage, liability or action to the extent that it solely arises out of or is based upon an untrue statement of any material fact

contained in the Registration Statement or omission to state therein a material fact required to be stated therein or necessary to make

the statements therein not misleading, in each case to the extent that such untrue statement or alleged untrue statement or omission

or alleged omission was made in the Registration Statement, in reliance upon and in conformity with written information furnished by

such Holder expressly for use in connection with such Registration Statement; provided that the parties agree that such written information

furnished by such Holder is expressly agreed to be limited to information provided in written by the Holders and included in the “Selling

Stockholder” section of any Prosupp. In connection with an underwritten offering, the Parent shall indemnify any underwriters or

deemed underwriters, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities

Act or the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holders of Registrable Securities.

(b) In

connection with any Registration Statement in which a Holder of Registrable Securities is participating, (1) each such Holder shall furnish

to the Parent in writing such information as the Parent reasonably requests for use in connection with any such registration statement

or prospectus and, (2) to the extent permitted by law, shall indemnify the Parent, its officers, directors, employees, agents and representatives

and each Person who controls the Parent (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and

expenses resulting from any untrue or alleged untrue statement of material fact contained in the Registration Statement, prospectus or

preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required

to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or

omission is contained in any information expressly furnished in writing by such Holder to the Parent for use in a Registration Statement;

provided that the foregoing obligation to indemnify shall be individual to such Holder, and not joint and several among the Holders,

and shall be limited to the net amount of proceeds actually received by such Holder from the sale of Registrable Securities pursuant

to such registration statement and provided further that the parties agree that such written information furnished by such Holder is

expressly agreed to be limited to information provided in written by the Holders and included in the “Selling Stockholder”

section of any Prosupp.

Person entitled to indemnification hereunder shall (i) give prompt written notice to the indemnifying party of any claim with respect

to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any Person’s right to indemnification

hereunder except to the extent such failure has materially prejudiced the indemnifying party) and (ii) unless in such indemnified party’s

reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit

such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense

is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its

consent (but such consent shall not be unreasonably withheld, conditioned or delayed). An indemnifying party who is not entitled to,

or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel (as well

as one local counsel) for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment

of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with

respect to such claim. In such instance, the conflicted indemnified parties shall have a right to retain one separate counsel, chosen

by the holders of a majority of the Registrable Securities included in the registration, at the expense of the indemnifying party. No

indemnifying party, in the defense of such claim or litigation, shall, except with the consent of each indemnified party, consent to

the entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant

or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

(d) Each

party hereto agrees that, if for any reason the indemnification provisions contemplated by Sections 5(a) or 5(b) are unavailable

to or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities or expenses (or actions

in respect thereof) referred to therein, then each indemnifying party, in lieu of indemnifying such indemnified party, shall contribute

to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses (or actions

in respect thereof) in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified

party in connection with the actions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant

equitable considerations. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among

other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged

omission to state a material fact, relates to information supplied by such indemnifying party or indemnified party, and the parties’

relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto

agree that it would not be just or equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation

(even if the holders or any underwriters or all of them 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 in this Section 5(d). The amount paid or payable by an

indemnified party as a result of the losses, claims, damages, liabilities or expenses (or actions in respect thereof) referred to above

shall be deemed to include any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating

or, except as provided in Section 5(c), defending any such action or claim. No Person guilty of fraudulent misrepresentation (within

the meaning of Section 10(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent

misrepresentation. The sellers’ obligations in this Section 5(d) to contribute shall be several in proportion to the amount

of securities registered by them and not joint and shall be limited to an amount equal to the net proceeds actually received by such

seller from the sale of Registrable Securities effected pursuant to such registration.

(e) The

indemnification and contribution provided for under this Agreement shall remain in full force and effect regardless of any investigation

made by or on behalf of the indemnified party or any officer, director or controlling Person of such indemnified party and shall survive

the transfer of Registrable Securities and the termination or expiration of this Agreement.

6. Other

Agreements; Certain Limitations on Registration Rights. The Parent shall file all reports required to be filed by it under the Securities

Act and the Exchange Act and the rules and regulations adopted by the Commission thereunder and shall take such further action as the

Holders may reasonably request, all to the extent required to enable such Persons to sell securities pursuant to (a) Rule 144 or (b)

a Registration Statement. Upon request, the Parent shall promptly deliver to the Holders a written statement as to whether it has complied

with such requirements. The Parent shall at all times use its commercially reasonable efforts to cause the securities registered or to

be registered pursuant hereto to be listed, or continue to be listed, on one or more of the Nasdaq Stock Market, the New York Stock Exchange,

or the NYSE American (each a “Trading Market”).

7. Definitions.

(a) “Applicable

Approving Party” means the Holders of a majority of the Registrable Securities participating in the applicable offering.

(b) “Automatic

Shelf Registration Statement” means an “automatic shelf registration statement” as defined in Rule 405 (or any

successor rule then in effect) promulgated under the Securities Act.

Daily Trading Volume” means, with respect to the Common Stock, the average daily trading volume of such stock as reported on

the principal Trading Market on which the Common Stock is listed, calculated based on the ten (10) consecutive Trading Days immediately

preceding the relevant date of determination.

(d) “Business

Day” means any day except Saturday, Sunday or any days on which banks are generally not open for business in New York, New

York.

(e) “Commission”

means the U.S. Securities and Exchange Commission.

(f) “Common

Stock” means the Common Stock of the Parent, par value $0.0001 per share.

(g) “Current

Resale Shelf Registration Statement” means Parent’s automatic shelf registration statement on Form S-3ASR filed by Parent

with the Commission on September 9, 2025 (File No. 333-290121), including the prospectus, amendments and supplements (including each

Prosupp) to such registration statement or prospectus (including post-effective amendments, all exhibits thereto and all material incorporated

by reference or deemed to be incorporated by reference, if any, in such registration statement), or any replacement thereof (including,

for the elimination of doubt, any replacement Registration Statement filed in accordance with Section 1(b)).

(h) “Exchange

Act” means the Securities Exchange Act of 1934, as amended from time to time, or any successor federal law then in force, together

with all rules and regulations promulgated thereunder.

(i) “FINRA”

means the Financial Industry Regulatory Authority, Inc.

(j) “Free-Writing

Prospectus” means a free-writing prospectus, as defined in Rule 405.

(k) “Form

S-3” means a registration statement on Form S-3 that has been or will be, as the case may be, filed with the Commission under

the Securities Act.

(l) “Form

S-3ASR” means a registration statement on Form S-3ASR that has been or will be, as the case may be, filed with the Commission

under the Securities Act.

(m) “Permitted

Transferee” means an Person who receives any Registrable Securities from a Holder pursuant to: (a) any gift or bequest or through

inheritance to, or for the benefit of, any member or members of such Holder’s immediate family (which shall include any spouse,

lineal ancestor or descendant or sibling) or to a trust, partnership or limited liability company for the exclusive benefit of such Holder’s

immediate family; (b) any transfer to a trust in respect of which such Holder serves as a trustee; or (c) a distribution in respect of

such Person’s equity ownership in such Holder (any transfer described in the immediately preceding clauses (a), (b) and (c), a

“Permitted Transfer”); provided, that with respect to any Permitted Transfer, it shall be a condition precedent

to such Permitted Transfer that the Permitted Transferee executes a counterpart signature page to this Agreement, pursuant to which such

Permitted Transferee agrees to be bound hereby as a “Holder”.

(n) “Person”

means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint

venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

(o) “Prospectus”

means the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by

any and all post-effective amendments and including all material incorporated by reference in such prospectus.

(p) “Register,”

“Registered” and “Registration” mean a registration effected by preparing and filing a Registration

Statement or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated

thereunder, and such Registration Statement becoming effective.

(q) “Registrable

Securities” means, with respect to any Holder, (i) any shares of Common Stock issued to such Holder pursuant to the Merger

Agreement, and (ii) any Common Stock issued or issuable with respect to the securities referred to in the clauses (i) by way of a stock

dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization;

provided, however, that any Registrable Securities shall cease to be Registrable Securities when (i) a Registration Statement

covering such Registrable Securities has been declared effective by the Commission and such Registrable Securities have been disposed

of pursuant to such effective registration statement, (ii) such Registrable Securities have been resold to the public pursuant to

Rule 144, (iii) such Registrable Securities may be sold without manner of sale, volume, current public information or other restrictions

pursuant to Rule 144, or (iv) such Registrable Securities cease to be outstanding.

(r) “Registration

Statement” means any registration statement filed by the Parent with the Commission in compliance with the Securities Act and

the rules and regulations promulgated thereunder for a sale of Common Stock or Registrable Securities, including but not limited to any

registration statement filed on Form S-1, S-3, S-3ASR or similar registration form hereafter adopted by the Commission, and including

the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration

statement, and all exhibits to and all material incorporated by reference in such registration statement (other than a registration statement

on Form S-4 or Form S-8, or their successors).

(s) “Rule

144”, “Rule 405”, and “Rule 415” mean, in each case, such rule promulgated under the

Securities Act (or any successor provision) by the Commission, as the same shall be amended from time to time, or any successor rule

then in force.

(t) “Securities

Act” means the Securities Act of 1933, as amended from time to time, or any successor federal law then in force, together with

all rules and regulations promulgated thereunder.

(u) “Trade

Limitations” means that the Holders shall be subject to daily trading volume limitations, whereby all such Holders may not

sell, in the aggregate, any Common Stock issued to such Holders pursuant to the Merger Agreement on any Trading Market in any single

Trading Day to the extent such sales would exceed ten percent (10%) of the Average Daily Trading Volume of the Common Stock with respect

to such Trading Day. For illustration, if a sale occurs on Tuesday, February 3, 2026, the Trade Limitation is determined based on the

ten (10) consecutive Trading Days beginning on Tuesday, January 20, 2026 and ending on Monday, February 2, 2026. The Trade Limitation

may be increased from ten percent (10%) to fifteen percent (15%) with the express prior written consent of Parent, strictly to enable

the Holders to liquidate sufficient Common Stock to satisfy tax obligations on a timely basis.

(v) “WKSI”

means a “well-known seasoned issuer” as defined under Rule 405.

(w) Capitalized

terms used and not specifically defined hereunder shall have the respective meanings ascribed to such terms under the Merger Agreement.

8. Miscellaneous.

(a) Effectiveness.

This Agreement shall become effective upon the Closing Date.

(b) No

Inconsistent Agreements. The Parent shall not hereafter enter into any agreement with respect to its securities which is inconsistent

with or violates or in any way impairs the rights granted to the Holders in this Agreement.

Charter. The Parent hereby covenants and agrees to take all necessary action to ensure that the Parent’s charter and bylaws contain

all provisions necessary and sufficient to give effect to the provisions of this Agreement.

(a) Entire

Agreement. This Agreement and the Merger Agreement constitute the entire agreement of the parties hereto with respect to the subject

matter hereof and supersedes all prior agreements, understandings, negotiations and discussions among the parties hereto, written or

oral, with respect to the subject matter hereof.

(b) Remedies.

Any Person having rights under any provision of this Agreement shall be entitled to enforce such rights specifically (without posting

a bond or other security), to recover damages caused by reason of any breach of any provision of this Agreement and to exercise all other

rights granted by law. The parties hereto agree and acknowledge that money damages would not be an adequate remedy for any breach of

the provisions of this Agreement and that, in addition to any other rights and remedies existing in its favor, any party shall be entitled

to specific performance and/or other injunctive relief from any court of law or equity of competent jurisdiction (without posting any

bond or other security) in order to enforce or prevent violation of the provisions of this Agreement.

and Waivers. Compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of

such provisions, covenants or conditions may be amended or modified, with the written consent of the Parent and the Holders of at least

a majority in interest of the Registrable Securities at the time of such waiver, amendment or modification; provided, however,

that notwithstanding the foregoing, any amendment hereto or waiver hereof that adversely affects one Holder, solely in its capacity as

a holder of Registrable Securities, in a manner that is materially different from the other Holders (in such capacity) shall require

the consent of the Holder so affected. Any amendment or waiver effected in accordance with this Section 8(e) shall be binding

upon each Holder and the Parent. No course of dealing between any Holder or the Parent and any other party hereto or any failure or delay

on the part of a Holder or the Parent in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights

or remedies of any Holder or the Parent. No single or partial exercise of any rights or remedies under this Agreement by a party shall

operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.

(d) Adjustment

for Stock Splits, etc. Wherever in this Agreement there is a reference to a specific number of shares, then upon the occurrence of

any subdivision, combination or stock dividend of such shares, the specific number of shares so referenced in this Agreement shall automatically

be proportionally adjusted to reflect the effect on the outstanding shares of such class or series of stock by such subdivision, combination

or stock dividend.

(e) Successors

and Assigns; No Third-Party Beneficiaries. This Agreement and the rights, duties and obligations of the Parent hereunder may not

be assigned or delegated by the Parent in whole or in part. A Holder may assign or delegate such Holder’s rights, duties or obligations

under this Agreement, in whole or in part, to (a) a Permitted Transferee of such Holder or (b) any Person with the prior written consent

of the Parent (which consent shall not be unreasonably withheld, conditioned or delayed). This Agreement and the provisions hereof shall

be binding upon and shall inure to the benefit of each of the parties and their respective successors and permitted assigns. This Agreement

shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in Section 5.

Any transfer or assignment made other than as provided in this Section 8(f) shall be null and void.

(f) All

covenants and agreements in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective

successors and permitted assigns of the parties hereto whether so expressed or not.

(g) Severability.

If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule or law, or public policy,

all other terms, conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic

or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party hereto. Upon

such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate

in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner

to the end that transactions contemplated hereby are fulfilled to the extent possible.

(h) Counterparts. This

Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective

when one or more counterparts have been signed by each of the parties hereto and delivered to the other parties. Any such counterpart

delivered by .pdf, .tif, .gif, .jpeg or similar attachment to electronic mail or by electronic signature delivered by electronic transmission

(any such delivery, “Electronic Delivery”) shall be treated in all manner and respects as an original executed counterpart

and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. No

party hereto shall raise the use of Electronic Delivery to deliver a counterpart or signature, or the fact that any counterpart or signature

was transmitted or communicated through the use of Electronic Delivery, as a defense to the formation of a contract, and each party forever

waives any such defense, except to the extent such defense relates to lack of authenticity.

(i) Descriptive

Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part

of this Agreement. The use of the word “including” herein shall mean “including without limitation.”

(j) Governing

Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware without

giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would

cause the application of laws of any jurisdictions other than those of the State of Delaware. Each of the parties hereto (a) consents

to submit itself to the personal jurisdiction of the Court of Chancery of the State of Delaware or any federal court within the District

of Delaware in the event any dispute arises out of this Agreement or the transactions contemplated by this Agreement, (b) agrees that

it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees

that it will not bring any action relating to this Agreement or the transactions contemplated by this Agreement in any court other than

the Court of Chancery of the State of Delaware or any federal court within the District of Delaware, (d) waives, to the fullest extent

permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in the Court of Chancery of the

State of Delaware or such Federal court. Each party agrees that (i) this Agreement involves at least $100,000.00 and (ii) this Agreement

has been entered into by the parties in express reliance upon 6 Del. C. § 2708. Each party agrees that a final judgment in any such

action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided

by law. Any judgment from any such court described above may, however, be enforced by any party in any other court in any other jurisdiction.

(k) Notices.

All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be

in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by telecopy or email

or by registered or certified mail (postage prepaid, return receipt requested) to each Holder at the address indicated on the Schedule

of Holders attached hereto and to the Parent at the address indicated below (or at such other address for a party as shall be specified

in a notice given in accordance with this Section 8(l)):

to the Parent:

Ondas

Inc.

222

Lakeview Avenue,

Suite

800,

West

Palm Beach, Florida 33401

Attention:

Eric Brock

Email: [***]

with

a copy to (which shall not constitute notice):

Akerman

LLP

Three

Brickell City Centre

Southeast Seventh Street, Suite 1100

Miami,

FL 33131

Attention:

Christina Russo

Email: [***]

(l) Mutual

Waiver of Jury Trial. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO

A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH

PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SUIT OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND

THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT, BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS

IN THIS SECTION 8(m).

(m) No

Strict Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event

any ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties

hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the

provisions of this Agreement.

[signature

pages follow]

ONDAS INC.

By:

/s/ Eric Brock

Name:

Eric Brock

Title:

Chief Executive Officer

[Signature

Page to Registration Rights Agreement]

Shoshana Banai

By:

/s/ Shoshana Banai

Name:

Shoshana Banai

[Signature

Page to Registration Rights Agreement]

Schedule

of Holders

Shoshana

Banai

Exhibit

Form

of Opinion

[***]

EX-99.1 — PRESS RELEASE, DATED APRIL 24, 2026

EX-99.1

Filename: ea028697901ex99-1.htm · Sequence: 4

Exhibit 99.1

Ondas Completes Merger of U.S. Defense Prime

Contractor Mistral, Brings Programs in Excess of $1

Billion and Expands Direct Prime Participation Across U.S. Department of War Programs

Establishes Direct Access to U.S. Army and Special

Operations IDIQ Contract Vehicles and Expands Domestic Manufacturing and Integration Capabilities

Transaction Strengthens Ondas’ Position

as a Next-Generation Defense Prime, Accelerating Deployment of Autonomous Systems Across U.S. Defense and Homeland Security Markets

Adds Approximately $264 million to

Ondas’ Backlog; Ondas Pro Forma Backlog, Adjusted for the

Mistral and World View Acquisitions, was $457 Million as of March

31, 2026

WEST PALM BEACH, FL / April 24, 2026 / Ondas

Inc. (Nasdaq: ONDS) (“Ondas” or the “Company”), a leading provider of autonomous aerial and ground-based

intelligence systems through its Ondas Autonomous Systems (OAS) business

unit and private wireless solutions through Ondas Networks, today announced it has completed its merger of Mistral

Inc. (“Mistral”), a U.S.-based defense prime contractor with decades of experience supporting U.S. military, federal, and

public safety programs.

The merger, valued at $175 million, provides the

Company with direct prime contractor access to U.S. Army and Special Operations contract vehicles, while adding U.S.-based manufacturing,

integration, and federal contracting infrastructure. The transaction marks a significant step in Ondas’ strategy to expand direct

participation in large-scale U.S. government programs.

Mistral brings established relationships across

U.S. defense and homeland security agencies, as well as a proven track record delivering mission-critical technologies into operational

environments. Mistral will support and expand its existing programs, customers and partner relationships while forming a dedicated program

capture arm for Ondas in the U.S., establishing a focused capability to deliver, support, and scale the deployment of Ondas’ integrated

systems across defense and homeland security customers. The combination accelerates Ondas’ ability to deploy integrated autonomous

systems, including aerial platforms, counter-UAS technologies, and ground robotics, directly into U.S. defense programs.

“This merger marks a significant step in

positioning Ondas as a fully integrated defense prime contractor, accelerating our expansion across the U.S. defense market,” said

Eric Brock, Chairman and CEO of Ondas. “Mistral brings established access to key contract vehicles, a U.S.-based manufacturing and

integration footprint, and deep customer relationships across UAVs, loitering munitions, and ground robotics—directly aligned with

the core segments of our platform. Together, we are strengthening our ability to deliver mission-ready systems to U.S. government customers

at scale.”

“Mistral has already captured programs exceeding

$1 billion in value and is expected to be a meaningful contributor to revenue growth and EBITDA leverage as we scale our U.S. operations,”

Brock added.

With Mistral’s position as a prime contractor

on established U.S. Army IDIQ programs and its role supporting advanced soldier and tactical systems initiatives, Ondas is now structurally

positioned to pursue larger program awards and accelerate technology integration to program-of-record deployment. The addition of U.S.-based

production and contract execution capabilities also strengthens Ondas’ ability to meet procurement requirements tied to domestic

manufacturing, supply chain security, and long-term sustainment.

As of March 31, 2026, Ondas estimates its backlog

with orders in hand was $177 million, an increase from $68 million at December 31, 2025. Mistral had $264 million in contracted backlog

as of April 21, 2026 and World View Enterprises (“World View”), which was acquired on April 1, 2026, had contracted backlog

of $16 million at closing. Ondas’ pro forma backlog as of March 31, 2026, was $457 million, adjusted for the addition of Mistral and World

View.

For additional information regarding the merger,

please see the Current Report on Form 8-K to be filed with the Securities and Exchange Commission later today. In connection with the

merger, the Company approved inducement grants of restricted stock units (RSUs) representing 1,245,263 shares of the Company’s common

stock to a total of 58 employees newly-hired in connection with the merger. The equity awards were granted pursuant to the Nasdaq Rule

5635(c)(4) inducement grant exception as a component of each individual’s employment compensation and were granted as an inducement material

to his or her acceptance of employment with the Company. The RSUs will vest in twelve (12) equal quarterly installments through the third

anniversary of the closing date, subject to the applicable employee’s continued employment with the Company.

About Ondas Inc.

Ondas Inc. (Nasdaq: ONDS) is a leading

provider of autonomous systems, robotics, and mission-critical connectivity solutions for defense, security, and industrial markets. Through

its business units (Ondas Autonomous Systems, Ondas Capital and Ondas Networks), the Company develops and deploys integrated

technologies that deliver advanced sensing, mobility, and communications capabilities for complex operational environments.

Ondas Autonomous Systems (OAS) delivers a portfolio

of AI-enabled air and ground robotic platforms and counter-UAS technologies designed to support defense, homeland security, and critical

infrastructure protection missions worldwide. OAS solutions include autonomous drone platforms, robotic ground systems, counter-drone

technologies, advanced propulsion and unmanned aircraft capabilities, autonomous engineering and demining capabilities, and integrated

sensing systems that enable persistent intelligence, surveillance, security, and operational response. These platforms are deployed globally

across defense forces, government agencies, and commercial operators to protect sensitive sites, populations, and strategic infrastructure.

Ondas Capital focuses on strategic investments,

partnerships, and advisory initiatives that support the growth of the global autonomous systems ecosystem. The platform is designed to

accelerate the development, scaling, and deployment of next-generation robotics, sensing, and defense technologies across allied markets.

Ondas Networks provides mission-critical wireless

connectivity through its FullMAX platform, a software-defined broadband solution based on the IEEE 802.16t standard. FullMAX enables highly

reliable, secure, and scalable communications for industrial IoT applications across rail, utilities, oil and gas, transportation, and

government networks.

Together, Ondas’ technologies combine autonomous

systems, advanced sensing, and resilient connectivity to deliver integrated operational capabilities that enhance security, efficiency,

and decision-making in some of the world’s most demanding environments.

For additional information on Ondas

Inc.: www.ondas.com, X and LinkedIn

For Ondas Autonomous Systems: LinkedIn

For Airobotics: www.airoboticsdrones.com, X and LinkedIn

For American Robotics: www.american-robotics.com, X and LinkedIn

For Sentrycs: www.sentrycs.com, X and LinkedIn

For Roboteam: www.robo-team.com, X and LinkedIn

For Apeiro Motion: www.apeiro-motion.com and LinkedIn

For Rotron: www.rotronaero.com and Linkedin

For 4M Defense: www.4-mine.com and LinkedIn

For BIRD: www.birdaero.com and LinkedIn

For World View: www.worldview.space, X and LinkedIn

For Ondas Capital: www.ondascapital.com, X and LinkedIn

For Ondas Networks: www.ondasnetworks.com, X and LinkedIn

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. 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. 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 Inc.

888-657-2377

ir@ondas.com

Media Contact for Ondas Inc.

Escalate PR

ondas@escalatepr.com

Preston Grimes

Marketing Manager, Ondas Inc.

preston.grimes@ondas.com

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