Common use of Code Section 409 Clause in Contracts

Code Section 409. This Agreement is intended to be exempted from the requirements of Section 409A of the Code, and shall be interpreted and construed consistent with that intent. The Executive hereby agrees that the Company may, without further consent from the Executive, make any and all changes to this Agreement as may be necessary or appropriate to avoid the imposition of additional taxes or penalties on the Executive pursuant to Section 409A of the Code, while not substantially reducing the aggregate value to the Executive of the payments and benefits to, or otherwise adversely affecting the rights of, the Executive under this Agreement. In the case of any reimbursement payment which is required to be made “promptly” under this Agreement, such payment will be made in all instances no later than December 31 of the calendar year following the calendar year in which the obligation to make such reimbursement arises. Notwithstanding the foregoing, if any payments or benefits under this Agreement become subject to Section 409A of the Code, then for the purpose of complying therewith, to the extent such payments or benefits do not satisfy the separation pay exemption described in Treasury Regulation § 1.409A-1(b)(9)(iii) or any other exemption available under Section 409A of the Code (the “Non-Exempt Payments”), if the Executive is a specified employee as described in Treasury Regulation § 1.409A-1(i) on the Date of Termination, any amount of such Non-Exempt Payments which would be paid prior to the six-month anniversary of the Date of Termination shall instead be accumulated and paid to the Executive in a lump sum payment within five (5) business days after such six-month anniversary.

Code Section 409. This Agreement is intended to be exempted from the requirements of comply with Section 409A of the Code, and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in kind distributions, and shall be interpreted and construed consistent with that intentadministered accordingly. The Executive hereby agrees that the Company may, without further consent from the Executive, make any and all the minimum changes to this Agreement as may be necessary or appropriate to avoid the imposition of additional taxes or penalties on the Executive pursuant to Section 409A of the Code, while . The Company can not substantially reducing the aggregate value to the Executive of guarantee that the payments and benefits to, that may be paid or otherwise adversely affecting provided pursuant to this Agreement will satisfy all applicable provisions of Section 409A of the rights of, the Executive under this AgreementCode. In the case of any reimbursement payment which is required to be made “promptly” promptly under this Agreement, such payment will be made in all instances no later than December 31 of the calendar year following the calendar year in which the obligation to make such reimbursement arises. Notwithstanding the foregoing, if any payments or benefits under this Agreement become subject to Section 409A of the Code, then for the purpose of complying therewith, to the extent such payments or benefits do not satisfy the separation pay exemption described in Treasury Regulation § 1.409A-1(b)(9)(iii) or any other exemption available under Section 409A of the Code (the “Non-Exempt Payments”), if the Executive is a specified employee as described in Treasury Regulation § 1.409A-1(i) on the Date date of Terminationtermination, any amount of such Non-Exempt Payments which would be paid prior to the six-month anniversary of the Date date of Termination termination shall instead be accumulated and paid to the Executive in a lump sum payment within five (5) business days after such six-month anniversary. A termination of employment shall be deemed to occur only if it is a “separation from service” as such term is defined under Code Section 409A, and references to “termination,” “termination of employment,” or like terms shall mean a “separation from service.”

Code Section 409. This Letter Agreement is intended to be exempted from the requirements of comply with Section 409A of the Internal Revenue Code, as amended from time to time, and shall be interpreted its implementing regulations and construed consistent with that intentguidance (“Section 409A”). The Executive hereby agrees that the Company may, without further consent from the Executive, make any and all the minimum changes to this Letter Agreement as may be necessary or appropriate to avoid the imposition of additional taxes or penalties on the to Executive pursuant to Section 409A of the Code, while 409A. The Company cannot substantially reducing the aggregate value to the Executive of guarantee that the payments and benefits tothat may be paid or provided pursuant to this Letter Agreement will satisfy all applicable provisions of Section 409A. If and to the extent required to comply with Section 409A, any payment or otherwise adversely affecting the rights of, the Executive under this Agreement. In the case of any reimbursement payment which is benefit required to be made “promptly” paid under this Agreement, such payment will Agreement on account of termination of Executive’s employment or service (or any other similar term) shall be made only in all instances no later than December 31 connection with a “separation from service” with respect to Executive within the meaning of Section 409A. Notwithstanding anything in this Letter Agreement to the contrary or otherwise, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Section does not constitute a “deferral of compensation” within the meaning of Section 409A: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive in any other calendar year; (ii) the reimbursements for expenses for which Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the obligation applicable expense is incurred; and (iii) the right to make such payment or reimbursement arisesor in-kind benefits hereunder may not be liquidated or exchanged for any other benefit. Notwithstanding the foregoing, if any payments or benefits under this Agreement become subject to Section 409A of in the Code, then for the purpose of complying therewith, to the extent such payments or benefits do not satisfy the separation pay exemption described in Treasury Regulation § 1.409A-1(b)(9)(iii) or any other exemption available under Section 409A of the Code (the “Non-Exempt Payments”), if event that the Executive is a “specified employee employee” (as described in Treasury Regulation § 1.409A-1(iSection 409A), and any payment or benefit payable pursuant to this Agreement constitutes deferred compensation under Section 409A, then no such payment or benefit shall be made before the date that is six months after the Executive’s “separation from service” (as described in Section 409A) (or, if earlier, the date of the Executive’s death). Any payment or benefit delayed by reason of the prior sentence shall be paid out or provided in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. This Letter Agreement shall be deemed effective when signed below by the Executive. Sincerely yours, ONDAS HOLDINGS INC. By: /s/ Exxx X. Xxxxx Name: Exxx X. Xxxxx Title: Chief Executive Officer I have read and accept this Letter Agreement: /s/ Sxxxxxx Xxxxxx Sxxxxxx Xxxxxx Dated: June 3, 2020 EXHIBIT A ONDAS HOLDINGS INC. Waiver and Release of Claims I understand that this Release Agreement (“Release”), constitutes the complete, final, and exclusive embodiment of the entire agreement between Ondas Holdings Inc. (the “Company”) and me with regard to the subject matter hereof. I am not relying on any promise or representation by the Date Company that is not expressly stated herein. In consideration of Terminationbenefits I will receive by virtue of my employment with the Company, I hereby release, acquit and forever discharge, to the full extent permitted by law, the Company, its parents and subsidiaries, and their officers, directors, agents, employees, shareholders, attorneys, successors, assigns and affiliates, of and from any and all claims, liabilities, demands, causes of action, costs, expenses, attorneys fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed (other than any claim for indemnification I may have as a result of any third party action against me based on my employment with, or service as a director of, the Company), arising out of or in any way related to agreements, events, acts or conduct at any time prior to and including the date I execute this Release, including, but not limited to: all such claims and demands directly or indirectly arising out of or in any way connected with my employment with the Company or the termination of my employment, including but not limited to, claims of intentional and negligent infliction of emotional distress, any amount and all tort claims for personal injury, claims or demands related to salary, bonuses, commissions, stock, stock options, or any other equity or ownership interests in the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of compensation; and claims pursuant to any federal, state or local law or cause of action. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the ADEA. I also acknowledge that the consideration given under the Letter Agreement for the waiver and release in the preceding paragraph hereof is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the ADEA, that: (A) my waiver and release do not apply to any rights or claims that may arise after the date I execute this Release; (B) I have the right to consult with an attorney prior to executing this Release; (C) I have twenty-one (21) days to consider this Release (although I may choose to voluntarily execute this Release earlier); (D) I have seven (7) days following my execution of this Release to revoke the Release; and (E) this Release shall not be effective until the date upon which the revocation period has expired, which shall be the eighth (8th) day after I execute this Release (provided that I have returned it to the Company by such date). I acknowledge that in certain States the laws provide language similar to the following: “A general release does not extend to claims which the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his settlement with the debtor or released party.” I hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to my release of any claims I may have against the Company, its affiliates, and the entities and persons specified above. I will not in any way publicly disparage, call into disrepute, defame, slander or otherwise criticize the Company or its subsidiaries, affiliates, successors, assigns, officers, directors, employees, shareholders, agents, attorneys or representatives, or any of their products or services, in any manner that would damage the business or reputation of the Company, their products or services or their subsidiaries, affiliates, successors, assigns, officers, directors, employees, shareholders, agents, attorneys or representatives. I understand that nothing in this paragraph is intended to limit my ability to file a complaint or disclose any facts relating to a complaint or charge with the Equal Employment Opportunity Commission (“EEOC”), the U.S. Securities and Exchange Commission (“SEC”), or any other federal, state, or local government agency or commission, nor does anything in this paragraph prevent me from disclosing factual information regarding any allegations made against the Company in any civil action or administrative action for sexual harassment, sexual assault, workplace harassment or discrimination based upon sex, or retaliation against a person for reporting sexual harassment, sexual assault, or workplace harassment or discrimination based upon sex. Employee: Date: EXHIBIT B ONDAS HOLDINGS INC. Employment, Non-Exempt Payments which would be Competition, Confidential Information and Intellectual Property Assignment Agreement As a condition of my employment with Ondas Holdings Inc., its subsidiaries, affiliates, successors or assigns (together, the “Company”), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid prior to me by Company, I (the “Executive”) agree to the sixfollowing terms under this Employment, Non-month anniversary of Competition, Confidential Information and Intellectual Property Assignment Agreement (the Date of Termination shall instead be accumulated and paid to the Executive in a lump sum payment within five (5) business days after such six-month anniversary.“IP Agreement”):

Code Section 409. This Letter Agreement is intended to be exempted from the requirements of comply with Section 409A of the Internal Revenue Code, as amended from time to time, and shall be interpreted its implementing regulations and construed consistent with that intentguidance (“Section 409A”). The Executive hereby agrees that the Company may, without further consent from the Executive, make any and all the minimum changes to this Letter Agreement as may be necessary or appropriate to avoid the imposition of additional taxes or penalties on the to Executive pursuant to Section 409A of the Code, while 409A. The Company cannot substantially reducing the aggregate value to the Executive of guarantee that the payments and benefits tothat may be paid or provided pursuant to this Letter Agreement will satisfy all applicable provisions of Section 409A. If and to the extent required to comply with Section 409A, any payment or otherwise adversely affecting the rights of, the Executive under this Agreement. In the case of any reimbursement payment which is benefit required to be made “promptly” paid under this Agreement, such payment will Agreement on account of termination of Executive’s employment or service (or any other similar term) shall be made only in all instances no later than December 31 connection with a “separation from service” with respect to Executive within the meaning of Section 409A. Notwithstanding anything in this Letter Agreement to the contrary or otherwise, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Section does not constitute a “deferral of compensation” within the meaning of Section 409A: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive in any other calendar year; (ii) the reimbursements for expenses for which Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the obligation applicable expense is incurred; and (iii) the right to make such payment or reimbursement arisesor in-kind benefits hereunder may not be liquidated or exchanged for any other benefit. Notwithstanding the foregoing, if any payments or benefits under this Agreement become subject to Section 409A of in the Code, then for the purpose of complying therewith, to the extent such payments or benefits do not satisfy the separation pay exemption described in Treasury Regulation § 1.409A-1(b)(9)(iii) or any other exemption available under Section 409A of the Code (the “Non-Exempt Payments”), if event that the Executive is a “specified employee employee” (as described in Treasury Regulation § 1.409A-1(iSection 409A), and any payment or benefit payable pursuant to this Agreement constitutes deferred compensation under Section 409A, then no such payment or benefit shall be made before the date that is six months after the Executive’s “separation from service” (as described in Section 409A) (or, if earlier, the date of the Executive’s death). Any payment or benefit delayed by reason of the prior sentence shall be paid out or provided in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. This Letter Agreement shall be deemed effective when signed below by the Executive. Sincerely yours, ONDAS HOLDINGS INC. By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Chief Financial Officer I have read and accept this Letter Agreement: /s/ Xxxx Xxxxx Xxxx Xxxxx Dated: June 3, 2020 EXHIBIT A ONDAS HOLDINGS INC. Waiver and Release of Claims I understand that this Release Agreement (“Release”), constitutes the complete, final, and exclusive embodiment of the entire agreement between Ondas Holdings Inc. (the “Company”) and me with regard to the subject matter hereof. I am not relying on any promise or representation by the Date Company that is not expressly stated herein. In consideration of Terminationbenefits I will receive by virtue of my employment with the Company, I hereby release, acquit and forever discharge, to the full extent permitted by law, the Company, its parents and subsidiaries, and their officers, directors, agents, employees, shareholders, attorneys, successors, assigns and affiliates, of and from any and all claims, liabilities, demands, causes of action, costs, expenses, attorneys fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed (other than any claim for indemnification I may have as a result of any third party action against me based on my employment with, or service as a director of, the Company), arising out of or in any way related to agreements, events, acts or conduct at any time prior to and including the date I execute this Release, including, but not limited to: all such claims and demands directly or indirectly arising out of or in any way connected with my employment with the Company or the termination of my employment, including but not limited to, claims of intentional and negligent infliction of emotional distress, any amount and all tort claims for personal injury, claims or demands related to salary, bonuses, commissions, stock, stock options, or any other equity or ownership interests in the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of compensation; and claims pursuant to any federal, state or local law or cause of action. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the ADEA. I also acknowledge that the consideration given under the Letter Agreement for the waiver and release in the preceding paragraph hereof is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the ADEA, that: (A) my waiver and release do not apply to any rights or claims that may arise after the date I execute this Release; (B) I have the right to consult with an attorney prior to executing this Release; (C) I have twenty-one (21) days to consider this Release (although I may choose to voluntarily execute this Release earlier); (D) I have seven (7) days following my execution of this Release to revoke the Release; and (E) this Release shall not be effective until the date upon which the revocation period has expired, which shall be the eighth (8th) day after I execute this Release (provided that I have returned it to the Company by such date). I acknowledge that in certain States the laws provide language similar to the following: “A general release does not extend to claims which the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his settlement with the debtor or released party.” I hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to my release of any claims I may have against the Company, its affiliates, and the entities and persons specified above. I will not in any way publicly disparage, call into disrepute, defame, slander or otherwise criticize the Company or its subsidiaries, affiliates, successors, assigns, officers, directors, employees, shareholders, agents, attorneys or representatives, or any of their products or services, in any manner that would damage the business or reputation of the Company, their products or services or their subsidiaries, affiliates, successors, assigns, officers, directors, employees, shareholders, agents, attorneys or representatives. I understand that nothing in this paragraph is intended to limit my ability to file a complaint or disclose any facts relating to a complaint or charge with the Equal Employment Opportunity Commission (“EEOC”), the U.S. Securities and Exchange Commission (“SEC”), or any other federal, state, or local government agency or commission, nor does anything in this paragraph prevent me from disclosing factual information regarding any allegations made against the Company in any civil action or administrative action for sexual harassment, sexual assault, workplace harassment or discrimination based upon sex, or retaliation against a person for reporting sexual harassment, sexual assault, or workplace harassment or discrimination based upon sex. Employee: Date: EXHIBIT B ONDAS HOLDINGS INC. Employment, Non-Exempt Payments which would be Competition, Confidential Information and Intellectual Property Assignment Agreement As a condition of my employment with Ondas Holdings Inc., its subsidiaries, affiliates, successors or assigns (together, the “Company”), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid prior to me by Company, I (the “Executive”) agree to the sixfollowing terms under this Employment, Non-month anniversary of Competition, Confidential Information and Intellectual Property Assignment Agreement (the Date of Termination shall instead be accumulated and paid to the Executive in a lump sum payment within five (5) business days after such six-month anniversary.“IP Agreement”):

Code Section 409. This Letter Agreement is intended to be exempted from the requirements of comply with Section 409A of the Internal Revenue Code, as amended from time to time, and shall be interpreted its implementing regulations and construed consistent with that intentguidance (“Section 409A”). The Executive hereby agrees that the Company may, without further consent from the Executive, make any and all the minimum changes to this Letter Agreement as may be necessary or appropriate to avoid the imposition of additional taxes or penalties on the to Executive pursuant to Section 409A of the Code, while 409A. The Company cannot substantially reducing the aggregate value to the Executive of guarantee that the payments and benefits tothat may be paid or provided pursuant to this Letter Agreement will satisfy all applicable provisions of Section 409A. If and to the extent required to comply with Section 409A, any payment or otherwise adversely affecting the rights of, the Executive under this Agreement. In the case of any reimbursement payment which is benefit required to be made “promptly” paid under this Agreement, such payment will Agreement on account of termination of Executive’s employment or service (or any other similar term) shall be made only in all instances no later than December 31 connection with a “separation from service” with respect to Executive within the meaning of Section 409A. Notwithstanding anything in this Letter Agreement to the contrary or otherwise, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Section does not constitute a “deferral of compensation” within the meaning of Section 409A: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive in any other calendar year; (ii) the reimbursements for expenses for which Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the obligation applicable expense is incurred; and (iii) the right to make such payment or reimbursement arisesor in-kind benefits hereunder may not be liquidated or exchanged for any other benefit. Notwithstanding the foregoing, if any payments or benefits under this Agreement become subject to Section 409A of in the Code, then for the purpose of complying therewith, to the extent such payments or benefits do not satisfy the separation pay exemption described in Treasury Regulation § 1.409A-1(b)(9)(iii) or any other exemption available under Section 409A of the Code (the “Non-Exempt Payments”), if event that the Executive is a “specified employee employee” (as described in Treasury Regulation § 1.409A-1(iSection 409A), and any payment or benefit payable pursuant to this Agreement constitutes deferred compensation under Section 409A, then no such payment or benefit shall be made before the date that is six months after the Executive’s “separation from service” (as described in Section 409A) (or, if earlier, the date of the Executive’s death). Any payment or benefit delayed by reason of the prior sentence shall be paid out or provided in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. This Letter Agreement shall be deemed effective when signed below by the Executive. Sincerely yours, ONDAS HOLDINGS INC. By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Chairman and Chief Executive Officer I have read and accept this Letter Agreement: /s/ Xxxxx Xxxxxxxxx Xxxxx Xxxxxxxxx Dated: December 10, 2021 EXHIBIT A ONDAS HOLDINGS INC. Waiver and Release of Claims I understand that this Release Agreement (“Release”), constitutes the complete, final, and exclusive embodiment of the entire agreement between Ondas Holdings Inc. (the “Company”) and me with regard to the subject matter hereof. I am not relying on any promise or representation by the Date Company that is not expressly stated herein. In consideration of Terminationbenefits I will receive by virtue of my employment with the Company, I hereby release, acquit and forever discharge, to the full extent permitted by law, the Company, its parents and subsidiaries, and their officers, directors, agents, employees, shareholders, attorneys, successors, assigns and affiliates, of and from any and all claims, liabilities, demands, causes of action, costs, expenses, attorneys fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed (other than any claim for indemnification I may have as a result of any third party action against me based on my employment with, or service as a director of, the Company), arising out of or in any way related to agreements, events, acts or conduct at any time prior to and including the date I execute this Release, including, but not limited to: all such claims and demands directly or indirectly arising out of or in any way connected with my employment with the Company or the termination of my employment, including but not limited to, claims of intentional and negligent infliction of emotional distress, any amount and all tort claims for personal injury, claims or demands related to salary, bonuses, commissions, stock, stock options, or any other equity or ownership interests in the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of compensation; and claims pursuant to any federal, state or local law or cause of action. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the ADEA. I also acknowledge that the consideration given under the Letter Agreement for the waiver and release in the preceding paragraph hereof is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the ADEA, that: (A) my waiver and release do not apply to any rights or claims that may arise after the date I execute this Release; (B) I have the right to consult with an attorney prior to executing this Release; (C) I have twenty-one (21) days to consider this Release (although I may choose to voluntarily execute this Release earlier); (D) I have seven (7) days following my execution of this Release to revoke the Release; and (E) this Release shall not be effective until the date upon which the revocation period has expired, which shall be the eighth (8th) day after I execute this Release (provided that I have returned it to the Company by such date). I acknowledge that in certain States the laws provide language similar to the following: “A general release does not extend to claims which the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his settlement with the debtor or released party.” I hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to my release of any claims I may have against the Company, its affiliates, and the entities and persons specified above. I will not in any way publicly disparage, call into disrepute, defame, slander or otherwise criticize the Company or its subsidiaries, affiliates, successors, assigns, officers, directors, employees, shareholders, agents, attorneys or representatives, or any of their products or services, in any manner that would damage the business or reputation of the Company, their products or services or their subsidiaries, affiliates, successors, assigns, officers, directors, employees, shareholders, agents, attorneys or representatives. I understand that nothing in this paragraph is intended to limit my ability to file a complaint or disclose any facts relating to a complaint or charge with the Equal Employment Opportunity Commission (“EEOC”), the U.S. Securities and Exchange Commission (“SEC”), or any other federal, state, or local government agency or commission, nor does anything in this paragraph prevent me from disclosing factual information regarding any allegations made against the Company in any civil action or administrative action for sexual harassment, sexual assault, workplace harassment or discrimination based upon sex, or retaliation against a person for reporting sexual harassment, sexual assault, or workplace harassment or discrimination based upon sex. Employee: /s/ Xxxxx Xxxxxxxxx Xxxxx Xxxxxxxxx Dated: December 10, 2021 EXHIBIT B ONDAS HOLDINGS INC. Employment, Non-Exempt Payments which would be Competition, Confidential Information and Intellectual Property Assignment Agreement As a condition of my employment with Ondas Holdings Inc., its subsidiaries, affiliates, successors or assigns (together, the “Company”), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid prior to me by Company, I (the “Executive”) agree to the sixfollowing terms under this Employment, Non-month anniversary of Competition, Confidential Information and Intellectual Property Assignment Agreement (the Date of Termination shall instead be accumulated and paid to the Executive in a lump sum payment within five (5) business days after such six-month anniversary.“IP Agreement”):

Code Section 409. This Agreement is intended to be exempted from the requirements of Section 409A of the Code, and shall be interpreted and construed consistent with that intent. The Executive hereby agrees that the Company may, without further consent from the Executive, make any and all changes to this Agreement as may be necessary or appropriate to avoid the imposition of additional taxes or penalties on the Executive pursuant to Section 409A of the Code, while not substantially reducing the aggregate value to the Executive of the payments and benefits to, or otherwise adversely affecting the rights of, the Executive under this Agreement. In the case of any reimbursement payment which is required to be made “promptly” under this Agreement, such payment will be made in all instances no later than December 31 of the calendar year following the calendar year in which the obligation to make such reimbursement arises. Notwithstanding the foregoing, if any payments or benefits under this Agreement become subject to Section 409A of the Code, then for the purpose of complying therewith, to the extent such payments or benefits do not satisfy the separation pay exemption described in Treasury Regulation § 1.409A-1(b)(9)(iii) or any other exemption available under Section 409A of the Code (the “Non-Exempt Payments”), if the Executive is a specified employee as described in Treasury Regulation § 1.409A-1(i) on the Date of Termination, any amount of such Non-Exempt Payments which would be paid prior to the six-month anniversary of the Date of Termination shall instead be accumulated and paid to the Executive in a lump sum payment within five (5) business days after such six-month anniversary.. 18

Code Section 409. This Letter Agreement is intended to be exempted from the requirements of comply with Section 409A of the Internal Revenue Code, and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be interpreted and construed consistent with that intentadministratively administered accordingly. The Executive hereby agrees that the Company may, without further consent from the Executive, make any and all the minimum changes to this Letter Agreement as may be necessary or appropriate to avoid the imposition of additional taxes or penalties on the Executive him pursuant to Section 409A of the Code, while . The Company cannot substantially reducing the aggregate value to the Executive of guarantee that the payments and benefits to, that may be paid or otherwise adversely affecting provided pursuant to this Letter Agreement will satisfy all applicable provisions of Section 409A of the rights of, the Executive under this AgreementCode. In the case of any reimbursement payment which is required to be made “promptly” promptly under this Letter Agreement, such payment will be made in all instances no later than December 31 31, of the calendar year following the calendar year in which the obligation to make such reimbursement arises. Notwithstanding the foregoing, if any payments or benefits under this Letter Agreement become subject to Section 409A of the Code, then for the purpose of complying therewith, to the extent such payments or benefits do not satisfy the separation pay exemption described in Treasury Regulation § 1.409A-1(b)(9)(iii) or any other exemption available under Section 409A of the Code (the “Non-Exempt Payments”), if the Executive is a specified employee as described in Treasury Regulation § 1.409A-1(i) on the Date date of Terminationtermination, any amount of such Non-Exempt Payments which would be paid prior to the six-month anniversary of the Date date of Termination termination shall instead be accumulated and paid to the Executive in a lump sum payment within five (5) business days after such six-month anniversary. This Letter Agreement shall be deemed effective when signed below by the Executive. Very truly yours, ZXX VENTURES INCORPORATED. By: /s/ Exxx Xxxxx Name: Exxx Xxxxx Title: Chief Executive Officer I have read and accept this employment offer: /s/ Sxxxxxx Xxxxxx Sxxxxxx Xxxxxx Dated: September 28, 2018 EXHIBIT A ZXX VENTURES INCORPORATED Waiver and Release of Claims I understand that this Release Agreement (“Release”), constitutes the complete, final and exclusive embodiment of the entire agreement between Zxx Ventures Incorporated (the “Company”) and me with regard to the subject matter hereof. I am not relying on any promise or representation by the Company that is not expressly stated herein. In consideration of benefits I will receive under my employment agreement with the Company, I hereby release, acquit and forever discharge the Company, its parents and subsidiaries, and their officers, directors, agents, servants, employees, shareholders, attorneys, successors, assigns and affiliates, of and from any and all claims, liabilities, demands, causes of action, costs, expenses, attorneys fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed (other than any claim for indemnification I may have as a result of any third party action against me based on my employment with, or service as a director of, the Company), arising out of or in any way related to agreements, events, acts or conduct at any time prior to and including the date I execute this Release, including, but not limited to: all such claims and demands directly or indirectly arising out of or in any way connected with my employment with the Company or the termination of my employment, including but not limited to, claims of intentional and negligent infliction of emotional distress, any and all tort claims for personal injury, claims or demands related to salary, bonuses, commissions, stock, stock options, or any other equity or ownership interests in the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of compensation; claims pursuant to any federal, state or local law or cause of action. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the ADEA. I also acknowledge that the consideration given under the Agreement for the waiver and release in the preceding paragraph hereof is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the ADEA, that: (A) my waiver and release do not apply to any rights or claims that may arise after the date I execute this Release; (B) I have the right to consult with an attorney prior to executing this Release; (C) I have twenty-one (21) days to consider this Release (although I may choose to voluntarily execute this Release earlier); (D) I have seven (7) days following my execution of this Release to revoke the Release; and (E) this Release shall not be effective until the date upon which the revocation period has expired, which shall be the eighth (8th) day after I execute this Release (provided that I have returned it to the Company by such date). I acknowledge that in certain States the laws provide language similar to the following: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” I hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to my release of any claims I may have against the Company, its affiliates, and the entities and persons specified above. I will not in any way publicly disparage, call into disrepute, defame, slander or otherwise criticize the Company or such its subsidiaries, affiliates, successors, assigns, officers, directors, employees, shareholders, agents, attorneys or representatives, or any of their products or services, in any manner that would damage the business or reputation of the Company, their products or services or their subsidiaries, affiliates, successors, assigns, officers, directors, employees, shareholders, agents, attorneys or representatives. Employee Date: EXHIBIT B ZXX VENTURES INCORPORATED Employment, Non-Competition, Confidential Information and Intellectual Property Assignment Agreement As a condition of my employment with Zxx Ventures Incorporated, its subsidiaries, affiliates, successors or assigns (together, the “Company”), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I (sometimes referred to as the “Second Party”) agree to the following terms under this Employment, Confidential Information and Intellectual Property Assignment Agreement (the “Intellectual Property Agreement”):

Code Section 409. This Agreement To the extent applicable, it is intended to that this Agreement and Release comply with or as applicable, constitute a short-term deferral or otherwise be exempted exempt from the requirements provisions of Section 409A of the CodeInternal Revenue Code of 1986, as amended and the regulations and guidance promulgated there under (“Section 409A”). This Agreement and Release will be administered and interpreted in a manner consistent with this intent, and any provision that would cause this Agreement and Release to fail to satisfy Section 409A will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A). You and Knight agree that your termination of employment shall be interpreted and construed consistent with that intent. The Executive hereby agrees that considered a “separation from service” from the Company maywithin the meaning of Section 409A. To the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, without further consent from the Executive, make any amounts that would otherwise be payable and all changes benefits that would otherwise be provided pursuant to this Agreement as may and Release during the six-month period immediately following your separation from service shall instead be necessary or appropriate to avoid the imposition of additional taxes or penalties paid on the Executive first business day after the date that is six months following your termination of employment (or upon your death, if earlier). In addition, for purposes of this Agreement and Release, each amount to be paid or benefit to be provided to you pursuant to this Agreement and Release shall be construed as a separate identified payment for purposes of Section 409A 409A. With respect to expenses eligible for reimbursement under the terms of this Agreement and Release, (i) the Code, while amount of such expenses eligible for reimbursement in any taxable year shall not substantially reducing affect the aggregate value to the Executive expenses eligible for reimbursement in another taxable year and (ii) any reimbursements of the payments and benefits to, or otherwise adversely affecting the rights of, the Executive under this Agreement. In the case of any reimbursement payment which is required to such expenses shall be made “promptly” under this Agreement, such payment will be made in all instances no later than December 31 the end of the calendar year following the calendar year in which the obligation to make such reimbursement arises. Notwithstanding the foregoingrelated expenses were incurred, if any payments or benefits under this Agreement become subject to Section 409A of the Codeexcept, then for the purpose of complying therewithin each case, to the extent such payments or benefits do that the right to reimbursement does not satisfy provide for a “deferral of compensation” within the separation pay exemption described in Treasury Regulation § 1.409A-1(b)(9)(iii) or any other exemption available under meaning of Section 409A or as otherwise set forth in Section 2 of this Agreement and Release. We appreciate your service to Knight, and we wish you the Code (the “Non-Exempt Payments”)best in all your future endeavors. Sincerely yours, if the Executive is a specified employee as described in Treasury Regulation § 1.409A-1(i) on the Date Knight Capital Group, Inc. By: /s/ Xxxxxxx Xxxxxxx Xxxxxxx Xxxxxxx Senior Managing Director- Human Resources Knight Capital Group, Inc. /s/ Xxxxxxx Xxxxxxx Date: 11/07/11 Xxxxxxx Xxxxxxx Subscribed and sworn to before me This 7th day of Termination, any amount of such Non-Exempt Payments which would be paid prior to the six-month anniversary of the Date of Termination shall instead be accumulated and paid to the Executive in a lump sum payment within five (5) business days after such six-month anniversary.November 2011 /s/ Xxxxx X. Xxxxxxxxxxx

Code Section 409. This Letter Agreement is intended to be exempted from the requirements of comply with Section 409A of the Internal Revenue Code, as amended from time to time, and shall be interpreted its implementing regulations and construed consistent with that intentguidance (“Section 409A”). The Executive hereby agrees that the Company may, without further consent from the Executive, make any and all the minimum changes to this Letter Agreement as may be necessary or appropriate to avoid the imposition of additional taxes or penalties on the to Executive pursuant to Section 409A of the Code, while 409A. The Company cannot substantially reducing the aggregate value to the Executive of guarantee that the payments and benefits tothat may be paid or provided pursuant to this Letter Agreement will satisfy all applicable provisions of Section 409A. If and to the extent required to comply with Section 409A, any payment or otherwise adversely affecting the rights of, the Executive under this Agreement. In the case of any reimbursement payment which is benefit required to be made “promptly” paid under this Agreement, such payment will Agreement on account of termination of Executive’s employment or service (or any other similar term) shall be made only in all instances no later than December 31 connection with a “separation from service” with respect to Executive within the meaning of Section 409A. Notwithstanding anything in this Letter Agreement to the contrary or otherwise, except to the extent any expense, reimbursement or in-kind benefit provided pursuant to this Section does not constitute a “deferral of compensation” within the meaning of Section 409A: (i) the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to Executive in any other calendar year; (ii) the reimbursements for expenses for which Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the obligation applicable expense is incurred; and (iii) the right to make such payment or reimbursement arisesor in-kind benefits hereunder may not be liquidated or exchanged for any other benefit. Notwithstanding the foregoing, if any payments or benefits under this Agreement become subject to Section 409A of in the Code, then for the purpose of complying therewith, to the extent such payments or benefits do not satisfy the separation pay exemption described in Treasury Regulation § 1.409A-1(b)(9)(iii) or any other exemption available under Section 409A of the Code (the “Non-Exempt Payments”), if event that the Executive is a “specified employee employee” (as described in Treasury Regulation § 1.409A-1(iSection 409A), and any payment or benefit payable pursuant to this Agreement constitutes deferred compensation under Section 409A, then no such payment or benefit shall be made before the date that is six months after the Executive’s “separation from service” (as described in Section 409A) (or, if earlier, the date of the Executive’s death). Any payment or benefit delayed by reason of the prior sentence shall be paid out or provided in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. This Letter Agreement shall be deemed effective when signed below by the Executive. Sincerely yours, ONDAS HOLDINGS INC. By: /s/ Xxxx X. Xxxxx Xxxx X. Xxxxx Chief Executive Officer I have read and accept this Letter Agreement: /s/ Xxxxxx X. Xxxxxx Xxxxxx X. Xxxxxx Dated: June 3, 2020 EXHIBIT A ONDAS HOLDINGS INC. Waiver and Release of Claims I understand that this Release Agreement (“Release”), constitutes the complete, final, and exclusive embodiment of the entire agreement between Ondas Holdings Inc. (the “Company”) and me with regard to the subject matter hereof. I am not relying on any promise or representation by the Date Company that is not expressly stated herein. In consideration of Terminationbenefits I will receive by virtue of my employment with the Company, I hereby release, acquit and forever discharge, to the full extent permitted by law, the Company, its parents and subsidiaries, and their officers, directors, agents, employees, shareholders, attorneys, successors, assigns and affiliates, of and from any and all claims, liabilities, demands, causes of action, costs, expenses, attorneys fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed (other than any claim for indemnification I may have as a result of any third party action against me based on my employment with, or service as a director of, the Company), arising out of or in any way related to agreements, events, acts or conduct at any time prior to and including the date I execute this Release, including, but not limited to: all such claims and demands directly or indirectly arising out of or in any way connected with my employment with the Company or the termination of my employment, including but not limited to, claims of intentional and negligent infliction of emotional distress, any amount and all tort claims for personal injury, claims or demands related to salary, bonuses, commissions, stock, stock options, or any other equity or ownership interests in the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of compensation; and claims pursuant to any federal, state or local law or cause of action. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the ADEA. I also acknowledge that the consideration given under the Letter Agreement for the waiver and release in the preceding paragraph hereof is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the ADEA, that: (A) my waiver and release do not apply to any rights or claims that may arise after the date I execute this Release; (B) I have the right to consult with an attorney prior to executing this Release; (C) I have twenty-one (21) days to consider this Release (although I may choose to voluntarily execute this Release earlier); (D) I have seven (7) days following my execution of this Release to revoke the Release; and (E) this Release shall not be effective until the date upon which the revocation period has expired, which shall be the eighth (8th) day after I execute this Release (provided that I have returned it to the Company by such date). I acknowledge that in certain States the laws provide language similar to the following: “A general release does not extend to claims which the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his settlement with the debtor or released party.” I hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to my release of any claims I may have against the Company, its affiliates, and the entities and persons specified above. I will not in any way publicly disparage, call into disrepute, defame, slander or otherwise criticize the Company or its subsidiaries, affiliates, successors, assigns, officers, directors, employees, shareholders, agents, attorneys or representatives, or any of their products or services, in any manner that would damage the business or reputation of the Company, their products or services or their subsidiaries, affiliates, successors, assigns, officers, directors, employees, shareholders, agents, attorneys or representatives. I understand that nothing in this paragraph is intended to limit my ability to file a complaint or disclose any facts relating to a complaint or charge with the Equal Employment Opportunity Commission (“EEOC”), the U.S. Securities and Exchange Commission (“SEC”), or any other federal, state, or local government agency or commission, nor does anything in this paragraph prevent me from disclosing factual information regarding any allegations made against the Company in any civil action or administrative action for sexual harassment, sexual assault, workplace harassment or discrimination based upon sex, or retaliation against a person for reporting sexual harassment, sexual assault, or workplace harassment or discrimination based upon sex. Employee: Xxxxxx X. Xxxxxx Date: EXHIBIT B ONDAS HOLDINGS INC. Employment, Non-Exempt Payments which would be Competition, Confidential Information and Intellectual Property Assignment Agreement As a condition of my employment with Ondas Holdings Inc., its subsidiaries, affiliates, successors or assigns (together, the “Company”), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid prior to me by Company, I (the “Executive”) agree to the sixfollowing terms under this Employment, Non-month anniversary of Competition, Confidential Information and Intellectual Property Assignment Agreement (the Date of Termination shall instead be accumulated and paid to the Executive in a lump sum payment within five (5) business days after such six-month anniversary.“IP Agreement”):

Code Section 409. This Agreement To the extent applicable, it is intended to that this Agreement and Release comply with or as applicable, constitute a short-term deferral or otherwise be exempted exempt from the requirements provisions of Section 409A of the Codeinternal revenue code of 1986, as amended and the regulations and guidance promulgated there under (“Section 409A”). This Agreement and Release will be administered and interpreted in a manner consistent with this intent, and any provision that would cause this Agreement and Release to fail to satisfy Section 409A will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A). You and Knight agree that your termination of employment shall be interpreted and construed consistent with that intent. The Executive hereby agrees that considered a “separation from service” from the Company maywithin the meaning of Section 409A. To the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, without further consent from the Executive, make any amounts that would otherwise be payable and all changes benefits that would otherwise be provided pursuant to this Agreement as may and Release during the six-month period immediately following your separation from service shall instead be necessary or appropriate to avoid the imposition of additional taxes or penalties paid on the Executive first business day after the date that is six months following your termination of employment (or upon your death, if earlier). In addition, for purposes of this Agreement and Release, each amount to be paid or benefit to be provided to you pursuant to this Agreement and Release shall be construed as a separate identified payment for purposes of Section 409A 409A. With respect to expenses eligible for reimbursement under the terms of this Agreement and Release, (i) the Code, while amount of such expenses eligible for reimbursement in any taxable year shall not substantially reducing affect the aggregate value to the Executive expenses eligible for reimbursement in another taxable year and (ii) any reimbursements of the payments and benefits to, or otherwise adversely affecting the rights of, the Executive under this Agreement. In the case of any reimbursement payment which is required to such expenses shall be made “promptly” under this Agreement, such payment will be made in all instances no later than December 31 the end of the calendar year following the calendar year in which the obligation to make such reimbursement arises. Notwithstanding the foregoingrelated expenses were incurred, if any payments or benefits under this Agreement become subject to Section 409A of the Codeexcept, then for the purpose of complying therewithin each case, to the extent such that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A or as otherwise set forth in Section 2 of this Agreement and Release. The Company makes no representation that any or all of the payments or benefits do not satisfy the separation pay exemption described in Treasury Regulation § 1.409A-1(b)(9)(iii) this Agreement and Release will be exempt from or any other exemption available under comply with Section 409A of the Code (the “Non-Exempt Payments”), if the Executive is a specified employee as described in Treasury Regulation § 1.409A-1(i) on the Date of Termination, any amount of such Non-Exempt Payments which would be paid prior and makes no undertaking to the six-month anniversary preclude Section 409A of the Date Code from applying to any such payment. You understand and agree that you shall be solely responsible for the payment of Termination shall instead be accumulated any taxes and paid penalties incurred under Section 409A. We appreciate your service to Knight, and we wish you the best in all your future endeavors. Sincerely yours, Knight Capital Americas LLC By: /s/ Xxxxxx Xxxxxx Xxxxxx Xxxxxx Executive in a lump sum payment within five (5) business days after such six-month anniversary.Vice President, Chief Operating Officer and Chief Financial Officer Knight Capital Group, Inc. On behalf of Knight Capital Americas LLC /s/ Xxxxxx Xxxxx Date: May 10, 2013 Xxxxxx Xxxxx Subscribed and sworn to before me This 10th day of May 2013 NOTARY PUBLIC ATTACHMENT A

Code Section 409. This Letter Agreement is intended to be exempted from the requirements of comply with Section 409A of the Internal Revenue Code, and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements, reimbursements, and in-kind distributions, and shall be interpreted and construed consistent with that intentadministratively administered accordingly. The Executive hereby agrees that the Company may, without further consent from the Executive, make any and all the minimum changes to this Letter Agreement as may be necessary or appropriate to avoid the imposition of additional taxes or penalties on the Executive him pursuant to Section 409A of the Code, while . The Company cannot substantially reducing the aggregate value to the Executive of guarantee that the payments and benefits to, that may be paid or otherwise adversely affecting provided pursuant to this Letter Agreement will satisfy all applicable provisions of Section 409A of the rights of, the Executive under this AgreementCode. In the case of any reimbursement payment which is required to be made “promptly” promptly under this Letter Agreement, such payment will be made in all instances no later than December 31 31, of the calendar year following the calendar year in which the obligation to make such reimbursement arises. Notwithstanding the foregoing, if any payments or benefits under this Letter Agreement become subject to Section 409A of the Code, then for the purpose of complying therewith, to the extent such payments or benefits do not satisfy the separation pay exemption described in Treasury Regulation § 1.409A-1(b)(9)(iii) or any other exemption available under Section 409A of the Code (the “Non-Exempt Payments”), if the Executive is a specified employee as described in Treasury Regulation § 1.409A-1(i) on the Date date of Terminationtermination, any amount of such Non-Exempt Payments which would be paid prior to the six-month anniversary of the Date date of Termination termination shall instead be accumulated and paid to the Executive in a lump sum payment within five (5) business days after such six-month anniversary. This Letter Agreement shall be deemed effective when signed below by the Executive. Very truly yours, ZXX VENTURES INCORPORATED. By: /s/ Sxxxxxx Xxxxxx Name: Sxxxxxx Xxxxxx Title: President I have read and accept this employment offer: /s/ Exxx Xxxxx Exxx Xxxxx Dated: September 28, 2018 EXHIBIT A ZXX VENTURES INCORPORATED Waiver and Release of Claims I understand that this Release Agreement (“Release”), constitutes the complete, final and exclusive embodiment of the entire agreement between Zxx Ventures Incorporated (the “Company”) and me with regard to the subject matter hereof. I am not relying on any promise or representation by the Company that is not expressly stated herein. In consideration of benefits I will receive under my employment agreement with the Company, I hereby release, acquit and forever discharge the Company, its parents and subsidiaries, and their officers, directors, agents, servants, employees, shareholders, attorneys, successors, assigns and affiliates, of and from any and all claims, liabilities, demands, causes of action, costs, expenses, attorneys fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed (other than any claim for indemnification I may have as a result of any third party action against me based on my employment with, or service as a director of, the Company), arising out of or in any way related to agreements, events, acts or conduct at any time prior to and including the date I execute this Release, including, but not limited to: all such claims and demands directly or indirectly arising out of or in any way connected with my employment with the Company or the termination of my employment, including but not limited to, claims of intentional and negligent infliction of emotional distress, any and all tort claims for personal injury, claims or demands related to salary, bonuses, commissions, stock, stock options, or any other equity or ownership interests in the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of compensation; claims pursuant to any federal, state or local law or cause of action. I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the ADEA. I also acknowledge that the consideration given under the Agreement for the waiver and release in the preceding paragraph hereof is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the ADEA, that: (A) my waiver and release do not apply to any rights or claims that may arise after the date I execute this Release; (B) I have the right to consult with an attorney prior to executing this Release; (C) I have twenty-one (21) days to consider this Release (although I may choose to voluntarily execute this Release earlier); (D) I have seven (7) days following my execution of this Release to revoke the Release; and (E) this Release shall not be effective until the date upon which the revocation period has expired, which shall be the eighth (8th) day after I execute this Release (provided that I have returned it to the Company by such date). I acknowledge that in certain States the laws provide language similar to the following: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” I hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to my release of any claims I may have against the Company, its affiliates, and the entities and persons specified above. I will not in any way publicly disparage, call into disrepute, defame, slander or otherwise criticize the Company or such its subsidiaries, affiliates, successors, assigns, officers, directors, employees, shareholders, agents, attorneys or representatives, or any of their products or services, in any manner that would damage the business or reputation of the Company, their products or services or their subsidiaries, affiliates, successors, assigns, officers, directors, employees, shareholders, agents, attorneys or representatives. Employee Date: EXHIBIT B ZXX VENTURES INCORPORATED Employment, Non-Competition, Confidential Information and Intellectual Property Assignment Agreement As a condition of my employment with Zxx Ventures Incorporated, its subsidiaries, affiliates, successors or assigns (together, the “Company”), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I (sometimes referred to as the “Second Party”) agree to the following terms under this Employment, Confidential Information and Intellectual Property Assignment Agreement (the “Intellectual Property Agreement”):

Code Section 409. This Agreement To the extent applicable, it is intended to that this Separation Agreement comply with or, as applicable, constitute a short-term deferral or otherwise be exempted exempt from the requirements provisions of Section 409A of the CodeInternal Revenue Code of 1986, as amended, and shall the regulations and guidance promulgated thereunder ("Section 409A"). This Agreement will be administered and interpreted and construed in a manner consistent with this intent, and any provision that intent. The Executive hereby agrees that the Company may, without further consent from the Executive, make any would cause this Separation Agreement to fail to satisfy Section 409A will have no force and all changes effect until amended to this Agreement as comply therewith (which amendment may be necessary or appropriate to avoid the imposition of additional taxes or penalties on the Executive pursuant to Section 409A of the Code, while not substantially reducing the aggregate value to the Executive of the payments and benefits to, or otherwise adversely affecting the rights of, the Executive under this Agreement. In the case of any reimbursement payment which is required to be made “promptly” under this Agreement, such payment will be made in all instances no later than December 31 of the calendar year following the calendar year in which the obligation to make such reimbursement arises. Notwithstanding the foregoing, if any payments or benefits under this Agreement become subject to Section 409A of the Code, then for the purpose of complying therewith, retroactive to the extent such payments or benefits do not satisfy permitted by Section 409A). Employee and Company agree that this termination of employment shall be considered a "separation from service" from the separation pay exemption described Company within the meaning of Section 409A. To the extent required in Treasury Regulation § 1.409A-1(b)(9)(iii) or any other exemption available order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code (the “Non409A, amounts and benefits payable pursuant to this Separation Agreement that are not short-Exempt Payments”)term deferrals or otherwise exempt from Section 409A, if the Executive is a specified employee as described in Treasury Regulation § 1.409A-1(i) on the Date of Termination, any amount of such Non-Exempt Payments which would otherwise be paid prior to provided during the six-six month anniversary of the Date of Termination period immediately following Employee's separation from service, shall instead be accumulated and paid on the first business day after the date that is six months following Employee's termination of employment (or upon death, if earlier). In addition, for purposes of this Separation Agreement, each amount to be paid or benefit to be provided to Employee pursuant to this Separation Agreement shall be construed as a separate identified payment for purposes of Section 409A. Any reimbursement or advancement payable to Employee pursuant to this Separation Agreement shall be conditioned on the Executive in submission by Employee of all expense reports reasonably required under any applicable expense policy. Any amount of expenses eligible for reimbursement, or in-kind benefit provided, during a lump sum payment within five (5) business days after such sixcalendar years shall not affect the amount of expenses eligible for reimbursement, on in-month anniversarykind benefit provided, during any other calendar year. The right to any reimbursement or in-kind benefit pursuant to this Separation Agreement shall not be subject to liquidation or exchange for any other benefit.

Code Section 409. This Agreement To the extent applicable, it is intended to that this Agreement comply with or as applicable, constitute a short-term deferral or otherwise be exempted exempt from the requirements provisions of Section 409A of the Codeinternal revenue code of 1986, as amended and the regulations and guidance promulgated there under (“Section 409A”). This Agreement will be administered and interpreted in a manner consistent with this intent, and any provision that would cause this Agreement to fail to satisfy Section 409A will have no force and effect until amended to comply therewith (which amendment may be retroactive to the extent permitted by Section 409A). You and we agree that your termination of employment shall be interpreted and construed consistent with that intent. The Executive hereby agrees that considered a “separation from service” from the Company maywithin the meaning of Section 409A. To the extent required in order to avoid accelerated taxation and/or tax penalties under Section 409A, without further consent from the Executive, make any amounts that would otherwise be payable and all changes benefits that would otherwise be provided pursuant to this Agreement as may during the six-month period immediately following your separation from service shall instead be necessary or appropriate to avoid the imposition of additional taxes or penalties paid on the Executive pursuant to Section 409A first business day after the date that is six months following your termination of the Codeemployment (or upon your death, while not substantially reducing the aggregate value to the Executive of the payments and benefits to, or otherwise adversely affecting the rights of, the Executive under this Agreementif earlier). In the case addition, for purposes of any reimbursement payment which is required to be made “promptly” under this Agreement, each amount to be paid or benefit to be provided to you pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A. With respect to expenses eligible for reimbursement under the terms of this Agreement, (i) the amount of such payment will expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year and (ii) any reimbursements of such expenses shall be made in all instances no later than December 31 the end of the calendar year following the calendar year in which the obligation to make such reimbursement arises. Notwithstanding the foregoingrelated expenses were incurred, if any payments or benefits under this Agreement become subject to Section 409A of the Codeexcept, then for the purpose of complying therewithin each case, to the extent such payments or benefits do that the right to reimbursement does not satisfy provide for a “deferral of compensation” within the separation pay exemption described in Treasury Regulation § 1.409A-1(b)(9)(iii) or any other exemption available under meaning of Section 409A or as otherwise set forth in Section 2 of the Code (the “Non-Exempt Payments”), if the Executive is a specified employee as described in Treasury Regulation § 1.409A-1(i) on the Date of Termination, any amount of such Non-Exempt Payments which would be paid prior to the six-month anniversary of the Date of Termination shall instead be accumulated and paid to the Executive in a lump sum payment within five (5) business days after such six-month anniversarythis Agreement.