Exhibit 10.10

ONDAS INC.

STOCK OPTION AGREEMENT

THIS STOCK OPTION AGREEMENT (this “Agreement”), is made and effective as of this [     ] day of [     ] (the “Grant Date”), by and between Ondas Inc. (f/k/a Zev Ventures Incorporated) (the “Company”), and [     ] (“Participant”).

W I T N E S S E T H:

WHEREAS, the Company is desirous of increasing the incentive of Participant whose contributions are important to the continued success of the Company;

NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the Company hereby grants Participant options to purchase shares of Common Stock of the Company pursuant to the Ondas Inc. 2021 Incentive Stock Plan, as amended and its Israeli Appendix attached thereto as Annex A (collectively, the “Plan”), upon the following terms and conditions. Capitalized terms not defined herein shall have the meaning ascribed thereto in the Plan.

Subject to the terms and conditions of this Agreement and the Plan, effective as of the Grant Date, the Company hereby grants to the Participant an Option to purchase an aggregate of [               ] ([     ]) shares of the Company’s Common Stock (the “Options”), which shall be granted hereunder as an 102 Trustee Grant, subject to the 102 Capital Gains Track and shall be granted to the Trustee in favor of the Participant. The Options shall be governed by and subject to the terms and conditions set forth in the Plan, applicable to such tax track of Options.

The Exercise Price of this Option shall be US $[      ] per share of Common Stock of the Company.

[Signatures on following page]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

I, the undersigned, hereby acknowledge receipt of a copy of the Plan and am familiar with the terms and provisions thereof and accept the Options subject to all of the terms and provisions thereof. I have reviewed the Plan and this Stock Option Agreement in their entirety, have had an opportunity to obtain the advice of counsel prior to executing this Stock Option Agreement, and fully understand all provisions of this Stock Option Agreement. I agree to notify the Company upon any change in the residence address indicated above. I hereby agree to accept as binding, conclusive and final all decisions or interpretations of the Board upon any question arising under the Plan or this Agreement. I hereby further acknowledge and agree that Options shall be exercisable by delivery of an exercise notice in the form attached hereto as Annex B (the “Exercise Notice”). In addition, I hereby agree to sign any and all documents required by law and/or by the Company and/or by the Trustee. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price for the number of shares of Common Stock of the Company to be purchased (for the portion requested). The Options shall be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by the aggregate Exercise Price.

I hereby further acknowledge that I am aware that I am being granted an 102 Trustee Grant, of the 102 Capital Gains Track, and that I am familiar with the provisions of Section 102 and the regulations and rules promulgated thereunder, applicable to such Options in such tax track, including without limitations, the tax implications applicable to such grant, and agree to be bound by said provisions. I accept the provisions of the Trust Agreement signed between the Company and the Trustee, attached as Annex C hereto, and agree to be bound by its terms, and I undertake not to release, by sale or transfer, the Options granted under the 102 Trustee Grant, and shares of Common Stock of the Company issued pursuant to the exercise thereto, and all rights attached thereto (including bonus shares) prior to the lapse of the Required Holding Period.

__________________

Participant

Name: [NAME]

Address: ______________________

Annex A

The Plan

Annex B

DATE: _______

EXERCISE NOTICE FOR OPTIONS GRANTED UNDER 102 TRUSTEE GRANT

To:

IBI Trust Management

(the “Trustee”)

All capitalized terms, to the extent not defined herein, shall have the meanings set forth in the Company’s 2021 Incentive Stock Plan, as amended and the Israeli Appendix (the “Plan”).

Pursuant to the option to purchase up to [SHARE AMOUNT] shares of Common Stock of the Company, granted to me by the Company, and registered in the name of the Trustee, out of which option to purchase [__] shares of Common Stock have vested to date, I hereby wish to notify and instruct the Trustee to exercise my option to purchase [__] shares of Common Stocks of the Company (the “Options”).

[I confirm that according to the Plan and my Stock Option Agreement, since my employment with the Company was terminated as of [______], the remaining [__] options granted to me which are not vested options expired automatically. I hereby further confirm that other than the Options exercised pursuant to this Exercise Notice I have no further right in the equity of the Company and the Company has fulfilled all of its promises and undertakings towards me.]

I am aware, agree and acknowledge that the shares of Common Stock issued pursuant to this exercise notice are subject to the provisions of Section 102 of the Ordinance, and the 102 Capital Gains Track, and will be issued in the name of the Trustee under the Plan.

I am further aware and confirm that the provisions of the Plan and the Agreement executed between me and the Company shall continue to apply, as applicable to the shares of Common Stock issued pursuant to the exercise of the Options.

Attached hereto is the full consideration for such exercise, in the amount of US$ [___].

Sincerely yours,

________________

[NAME]

Annex C

Trust Agreement