EXHIBIT 10.1

EMPLOYMENT AGREEMENT

This Employment Agreement (this “Agreement”) is entered into as of this 1st day of May 2026 (“Effective Date”), by and between VisionWave Holdings, Inc., 300 Delaware Ave., Suite 210#301, Wilmington, Delaware 19801 (the “Company”) and Atara Dzikowski (“Executive”).

WHEREAS, the Company desires to employ the Executive following the Effective Date in the position of Vice President of Mergers and Acquisitions (“VP M&A”) and enter into this Agreement;

WHEREAS, Executive wishes to accept employment with the Company on the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the respective covenants and commitments of the parties hereto as set forth in this Agreement and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1.             Position and Responsibilities.

1.1       Position. Company will employ Executive as VP M&A as of the Effective Date. The Executive will report to the CEO or such other officer as the Board of Directors may designate. Executive’s primary responsibilities shall include identifying, evaluating, negotiating, executing, and integrating mergers, acquisitions, divestitures, joint ventures, strategic investments, and other corporate development initiatives consistent with the Company’s growth objectives and as directed by the CEO or Board.

1.2       Location. Executive will perform his or her duties remotely. Executive will be expected to travel as necessary to perform his or her duties and responsibilities and as reasonably requested by the Company.

1.3       Duties. The Executive shall have such powers, duties, authorities and responsibilities as are consistent with such position and as the Company may designate from time to time.

1.4       Exclusive Employment. Executive will devote Executive’s full working time and attention and Executive’s best efforts to the performance of Executive’s duties hereunder and the business and affairs of the Company. Executive shall not accept other employment as an employee or independent contractor at any time during this Agreement or Executive’s employment with the Company without first obtaining written approval from the Company, which may be withheld in the Company’s sole and absolute discretion.

1.5       Observance of Rules. Executive will duly, punctually and faithfully perform and observe any and all rules and regulations that the Company hereafter establishes governing the conduct of its business and personnel.

2.             Term of Employment. Executive shall be employed by the Company for an initial term of three (3) years commencing on the Effective Date (the “Term”). The Term shall be extended for successive one (1) year period unless, not fewer than thirty (30) days prior to the commencement of the renewal date, either party shall have given written notice to the other that it does not wish to extend the Term, in which case, upon expiration of the initial Term or any extended Term, this Agreement (except as to provisions designed to survive termination) and Employee’s employment shall terminate or convert to an “at-will” employment relationship. The Term of this Agreement, and Executive’s employment, shall be subject to earlier termination as follows:

(a)            Death. Upon the death of Executive, the employment of Executive pursuant to this Agreement shall immediately terminate;

(b)            Disability. If Executive becomes unable to perform the duties specified hereunder due to partial or total disability or incapacity resulting from a mental or physical illness, injury, or any other medical cause, for a period of three consecutive full calendar months, or for a cumulative period of 90 business days within any one-year, then, the Company shall have the right to terminate Executive’s employment pursuant to this Agreement by written notice to Executive;

(c)            For Cause. At the option of the Company, for Cause, by delivering written notice to Executive of the Company’s determination to terminate. “Cause” shall mean (A) Executive’s fraud, dishonesty, theft or other deliberate injury to the Company or any of its affiliates in the performance of Executive’s duties under the terms of Executive’s employment and service as a director and/or officer (as applicable) of the Company and its affiliates; (B) any event that constitutes any material breach by Executive of fiduciary obligations of Executive to the Company or any affiliate of the Company; (C) Executive’s material failure, in the reasonable discretion of the Company, to follow the reasonable directives from Executive’s superiors, which failure is not cured within fifteen days after Executive receives notice thereof from the Company; (D) Executive’s conviction of or entering a plea of guilty or nolo contendere to a felony involving dishonesty or moral turpitude that could harm the Company’s business or reputation, regardless of whether such crime involves the Company or any affiliate of the Company; (E) Executive’s breach of any of the covenants set forth in this Agreement (or any similar covenants to which the Executive may be subject from time to time in connection with the Executive’s employment with the Company), which breach, if curable, is not cured within 30 days after Executive receives notice thereof from the Company; (F) Executive’s material violation of any written policies of the Company, which, is not cured within 30 days after Executive receives notice thereof from the Company, or the failure of the Executive to meet his annual goals or objectives as set out by the Board of Directors on an annual basis; (G) Executive’s violation of any law or regulation applicable to the Company or any of its subsidiaries or affiliates, or breach of any of Executive’s duties to the Company that, in each case, materially and adversely affects (economically, reputationally or otherwise), or would reasonably be expected to materially and adversely affect (economically, reputationally or otherwise), the Company and, if capable of being cured (as determined by the Company in its reasonable discretion), the continuance of such violation or breach for more than thirty (30) days after the Company, as the case may be, notifies Executive in writing of such violation or breach; or (H) Executive’s habitual abuse of drugs or alcohol, where such abuse adversely affects the performance of Executive’s duties to the Company.

(d)           Without Cause. At the option of the Company, without Cause, by delivering written notice to Executive of the Company’s determination to terminate.

(e)           Resignation for Good Reason. At the option of the Executive, for Good Reason, by delivering written notice to the Company describing in reasonable detail the occurrence of the event or circumstances for which Executive believes Executive may resign for Good Reason within thirty (30) days of the date Executive first becomes aware thereof and the Company shall not have cured such event or circumstance within thirty (30) days after the Company’s receipt of such notice. “Good Reason” shall mean, without Executive’s written consent: (A) the Company’s material breach of any provision of this Agreement; or (B) a material diminution Base Salary.

(f)            Resignation Without Good Reason. At the option of Executive, without Good Reason, upon Executive’s provision of six (6) months prior written notice to the Company. The Company may, in its sole discretion, make the resignation effective earlier without converting it to a termination without Cause.

(g)           Expiration of the Term. Upon expiration of the Term as a result of a non-renewal of this Agreement or the Term.

3.             Compensation & Related Matters.

3.1       Base Salary. The Company shall pay to the Executive a base salary at an annual rate of $240,000, subject to applicable withholdings and deductions (the “Base Salary”) commencing on April 1, 2026. Base Salary shall be paid in accordance with the Company’s payroll practices in effect from time to time.

3.2       Equity Grants. On the Effective Date, subject to applicable withholdings and taxes, prior approval by the Board of Directors or the Compensation Committee, and the terms of the Company’s 2025 Omnibus Equity Incentive Plan (or any successor equity incentive plan, the “Plan”), the Company will grant Executive an award of 500,000 shares of Common Stock or restricted stock units (the “Equity Grant”). 150,000 shares of the Equity Grant shall vest immediately upon the grant date. The remaining 350,000 shares shall vest upon the earlier of: (i) time-based vesting of 100,000 shares on each of the first three (3) anniversaries of the Effective Date and the final 50,000 shares on the three and one-half (3.5) year anniversary of the Effective Date, or (ii) performance-based vesting tied to consolidated revenue milestones of the Company and its subsidiaries (as determined in accordance with U.S. generally accepted accounting principles (“GAAP”) and reported in the Company’s periodic reports filed with the Securities and Exchange Commission): 100,000 shares upon achievement of $5,000,000 in cumulative Revenue; an additional 100,000 shares upon achievement of $10,000,000 cumulative Revenue; an additional 100,000 shares upon achievement of $15,000,000 cumulative Revenue; and the final 50,000 shares upon achievement of $17,500,000 cumulative Revenue. “Revenue” means the Company’s consolidated total revenue. Achievement of milestones shall be certified by the Board of Directors or Compensation Committee in its reasonable discretion.

The Equity Grant shall be evidenced by a separate award agreement and shall be subject to all terms and conditions of the Plan, including any clawback, forfeiture, or securities-law compliance provisions.

3.3       Benefits. Executive shall be eligible during his employment to participate in any employee benefit plans or arrangements which may from time to time be made available by the Company to similarly situated Executives (collectively, “Benefit Plans”), subject to and on a basis consistent with the terms, conditions and overall administration of such Benefit Plans. Executive understands and acknowledges that any Benefit Plans may be amended from time to time by the Company in its sole discretion so long as the quality of benefits remain similar in nature. These Benefits Plans include: (i) participation in the Company’s medical, dental and vision insurance programs for Executive and Executive’s dependents; (ii) participation such other and further benefit plans that may be made available by the Company to similarly situated employees, on the same terms and conditions, including short and long-term disability benefits, life insurance, and 401-k or other retirement plan participation.

3.4       Vacation. Executive shall be eligible for four (4) weeks of paid vacation time in each calendar year of Executive’s employment (with Executive’s vacation entitlement pro-rated in the first year of Executive’s employment based on the Effective Date). During the initial year after the Effective Date, vacation time may not be taken before Executive completes three (3) months of continuous service. Executive shall also be eligible for all paid holidays recognized by the Company in any year. Executive will be entitled to carry over up to one week of accrued but unused vacation from one year to the next. Any remaining accrued but unused vacation will be forfeited to the extent permitted under applicable law.

3.5       Expenses. Executive shall be entitled to receive reimbursement for all reasonable business expenses incurred by Executive (in accordance with the policies and procedures then in effect and established by the Company) in the performance of Executive’s duties under this Agreement; provided that Executive properly accounts therefor and obtains any applicable prior written approval in accordance with Company policy.

4.             Effect of Termination of Agreement or Executive’s Employment.

4.1       Payments Upon Termination Under Paragraphs 2(a)-(c), (f), (g). On termination of this Agreement or Executive’s employment with the Company for any of the reasons set forth in Paragraphs 2(a)-(c), (f) or (g), Executive shall be entitled to any unpaid Base Salary earned by Executive and, solely to the extent required by applicable law, any accrued but unused paid time off, in each case, up to the date of termination (“Accrued Benefits”), payable within 30 days following the Termination Date or in accordance with applicable state law. Executive expressly acknowledges that Executive will not be entitled to any further payments under this Agreement or otherwise.

4.2       Payments Upon Termination Under Paragraphs 2(d)-(e). On termination of this Agreement or Executive’s employment with the Company for any of the reasons set forth in Paragraphs 2(d)-(e), Executive shall receive, in addition to the Accrued Benefits a one time payment from the Company equal to the then current Base Salary to be paid within six (6) months of termination (the “Severance”). As a condition of receipt of Severance (other than the Accrued Benefits), Executive must execute a general release of claims in a form provided by the Company and comply with any of Executive’s obligations under this Agreement designed to survive termination of this Agreement. Executive expressly acknowledges that Executive will not be entitled to any further payments under this Agreement or otherwise.

4.3       Return of Company Property. Within ten days following the Termination Date, Executive or Executive’s personal representative shall return all property of the Company in Executive’s possession, including, but not limited to, all Company-owned computer equipment (hardware and software), telephones, facsimile machines, tablet computer and other communication devices, credit cards, office keys, security access cards, badges, identification cards and all copies (including drafts) of any documentation or information (however stored) relating to the business of the Company and its affiliates, the Company’s customers and clients or its prospective customers and clients. Anything to the contrary notwithstanding, Executive shall be entitled to retain and continue to use (i) personal papers and other materials of a personal nature; provided, that such papers or materials do not include Confidential Information (as defined in the Confidentiality and Restrictive Covenant Agreement), (ii) information showing Executive’s compensation or relating to reimbursement of expenses, and (iii) copies of plans, programs and agreements relating to Executive’s employment, or termination thereof, with the Company which Executive received in Executive’s capacity as a participant.

4.4       Resignation as Officer or Board Member. Upon termination of this Agreement, Executive shall be deemed to have resigned, to the extent applicable, as an officer of the Company or any of its affiliates, as a member of each board of similar governing body of the Company or any of its affiliates, if applicable, and as a fiduciary of any employee benefit plan of the Company or any of its affiliates, if applicable. On or immediately following the termination date, Executive shall confirm the foregoing by submitting to the Company in writing a confirmation of Executive’s resignation(s).

4.5       Change in Control. Notwithstanding any provision in this Agreement or any equity award agreement to the contrary, in the event that the Executive’s employment is terminated by the Executive during the period commencing three (3) months following a Change in Control (the “Change in Control Period”), then effective as of the date of such termination one hundred percent (100%) of the Executive’s then-outstanding equity awards shall immediately accelerate and become fully vested and exercisable and the payments under Section 4.2 shall become immediately payable. For purposes of this Agreement, a “Change in Control” shall mean the consummation of any of the following events: (i) a merger, consolidation, or similar transaction in which the Company is not the surviving entity, except for a transaction in which the holders of the Company’s outstanding voting power immediately prior to such transaction continue to hold at least fifty percent (50%) of the outstanding voting power of the surviving entity or its parent immediately after such transaction; (ii) the sale, lease, or other disposition of all or substantially all of the assets of the Company to any person or entity other than a wholly-owned subsidiary of the Company; or (iii) an acquisition by any person, entity, or affiliated group of the beneficial ownership of more than fifty percent (50%) of the outstanding voting power of the Company; provided, however, that a Change in Control shall not be deemed to have occurred by virtue of a sale of securities by the Company in a financing transaction.

5.             Confidentiality and Restrictive Covenant Agreement. It is a material condition of the Company’s willingness to employ Executive that Executive executes and complies with the Proprietary and Confidential Information, Inventions, Non-Solicitation and Non-Competition Agreement attached hereto as Exhibit A (collectively, the “Restrictive Covenant Agreements”). The Restrictive Covenant Agreements are incorporated by reference into this Agreement in its entirety as if set forth in full herein. Executive agrees and acknowledges that the Restrictive Covenant Agreements survive the termination of this Agreement or of Executive’s employment with the Company in all circumstances.

6.             Mutual Agreement to Arbitrate. Executive and the Company agree that any and all disputes, claims or controversies arising under this Agreement or out of the Executive’s employment with the company shall be resolved by final and binding arbitration pursuant to the terms and conditions of the Mutual Agreement to Arbitrate. A copy of the Mutual Agreement to Arbitrate is attached hereto as Exhibit B. The Mutual Agreement to Arbitrate is incorporated by reference into this Agreement in its entirety as if set forth in full herein. Executive agrees and acknowledges that the Mutual Agreement to Arbitrate survives the termination of this Agreement or of Executive’s employment with the Company in all circumstances.

7.             Miscellaneous.

7.1       No Conflict or Legal Restriction on Employment. Executive acknowledges and represents that Executive is not party to any agreement or understanding that restricts or interferes with Executive’s employment with the Company and that, should this representation be untrue or incorrect, Executive shall be responsible for indemnifying the Company for all damages and attorneys’ fees incurred by the Company as a result.

7.2       No Waiver. No failure by Company to exercise any right, power, or privilege that it may have under either this Agreement, the Restrictive Covenant Agreements, the Mutual Agreement to Arbitrate, or any other agreement to which the Company may be a party, shall operate as a waiver thereof. Further, no waiver by Company or any deviation from, or breach of either this Agreement, the Restrictive Covenant Agreements or the Mutual Agreement to Arbitrate by Executive shall be deemed to be a waiver of any subsequent deviation or breach.

7.3       Assignment. Executive may not assign this Agreement or any of Executive’s rights and duties hereunder. The Company may assign this Agreement to an entity controlling, controlled by, or under common control with the Company or to an entity that acquires all or substantially all of the equity or assets of the Company. The provisions of this Agreement shall be binding on and shall inure to the benefit of the Company and its successors and assigns, including, without limitation, any successor in interest to the Company who acquires (directly or indirectly) all or substantially all of the Company’s equity or assets.

7.4       Severability. If any one or more of the provisions contained in this Agreement will, for any reason, be held to be invalid, illegal or unenforceable in any respect by a final judicial determination made by a court of competent jurisdiction or in arbitration, such invalidity, illegality or unenforceability will not affect the other provisions of this Agreement, and this Agreement will be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

7.5       Governing Law. This Agreement and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement) shall be governed and construed in accordance with the internal laws of the State of California applicable to contracts made and wholly performed within such state, without regard to any applicable conflicts of law principles that would result in the application of the laws of any other jurisdiction.

7.6       Entire Agreement. This Agreement, together with the Restrictive Covenant Agreements and the Mutual Agreement to Arbitrate, replace and supersede in their entirety, all previous agreements between Executive and the Company, and any representations made to the Executive by any person associated with the Company, whether orally or in writing, concerning the subject matter hereof. This Agreement may not be amended, supplemented, canceled or discharged except by written instrument executed by both parties hereto.

7.7       Counterparts. This Agreement may be executed in separate counterparts, any one of which need not contain signatures of more than one party, but all of which taken together will constitute one and the same Agreement.

7.8       Acknowledgment. Executive represents and warrants that: (a) Executive has consulted with independent legal counsel regarding Executive’s rights and obligations under this Agreement or has voluntarily chosen not to do so, and that Executive fully understands the terms and conditions contained herein; (b) Executive’s execution, delivery and performance of this Agreement do not and will not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Executive is a party or by which Executive is bound; (c) Executive is not a party to or bound by any employment agreement, noncompetition agreement or confidentiality agreement with any other person or entity that would be in direct conflict to this Agreement, and Executive is not subject to any other agreement that, in each case, would prevent Executive from performing Executive’s duties for the Company or otherwise complying with this Agreement; (d) Executive represents that this contract will not breach any existing nondisclosure agreement, including any agreement concerning trade secrets or confidential information owned by any other party; and (e) upon the execution and delivery of this Agreement by the Company, this Agreement shall be the valid and binding obligation of Executive, enforceable in accordance with its terms.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

Atara dzikowski, Executive

/s/ Atara Dzikowski 

VISIONWAVE HOLDINGS, INC.

By: /s/ Douglas Davis
Name: Douglas Davis
Title: Executive Chairman and Chief Executive Officer

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EXHIBIT 10.2

PROPRIETARY & CONFIDENTIAL INFORMATION, INVENTIONS ASSIGNMENT,
NON-SOLICITATION AND NON-COMPETITION AGREEMENT

In consideration of my employment by VisionWave Holdings, Inc. (“VISIONWAVE”), and the compensation now and hereafter paid to me, I, Atara Dzikowski (“Employee”), am executing this Proprietary and Confidential Information, Inventions, Non-Solicitation and Non-Competition Agreement (the “Agreement”):

A.       Recognition of Company’s Rights; Nondisclosure. Employee understands and acknowledges that Employee’s employment by VISIONWAVE creates a relationship of confidence and trust with respect to the VISIONWAVE’S Proprietary and Confidential Information (defined below) and that VISIONWAVE has a protectable interest therein. At all times during Employee’s employment and thereafter, Employee will hold in strictest confidence and will not disclose any of VISIONWAVE’S Proprietary and Confidential Information, except as such disclosure may be required in connection with Employee’s work for VISIONWAVE, or unless an officer of VISIONWAVE expressly authorizes such in writing. Employee hereby assigns to VISIONWAVE any rights Employee may have or acquire in such Proprietary and Confidential Information and recognizes that all Proprietary and Confidential Information shall be the sole property of VISIONWAVE and its assigns. Employee will take all reasonable precautions to prevent the inadvertent or accidental disclosure of Proprietary and Confidential Information.

B.       Proprietary and Confidential Information. The term “Proprietary and Confidential Information” shall mean any and all confidential and/or proprietary knowledge, data or information of VISIONWAVE, its affiliates, parents and subsidiaries, whether having existed, now existing, or to be developed during Employee’s employment. By way of illustration but not limitation, Proprietary and Confidential Information includes (a) trade secrets, inventions, mask works, ideas, processes, formulas, source and object codes, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs and techniques, and any other proprietary technology and all Proprietary Rights therein (hereinafter referred to as an “Invention” or, collectively, as “Inventions”); (b) information regarding plans for research, development, new products, marketing and selling, business plans, budgets and unpublished financial statements, licenses, prices and costs, suppliers; (c) information regarding the skills and compensation of other employees of VISIONWAVE; (d) customer identities, customer accounts, customer needs, customer advertising needs and history, customer reports, customer finances; and (e) any other non-public information which a competitor of VISIONWAVE could use to the competitive disadvantage of VISIONWAVE. Notwithstanding the foregoing, it is understood that, at all such times, Employee is free to use information which is generally known in the trade or industry through no breach of this Agreement or other act or omission by Employee or any information shown by documentary evidence to have been known by Employee prior to disclosure by VISIONWAVE, and Employee is free to discuss the terms and conditions of Employee’s employment with others to the extent permitted by law.

C.       Third Party Information. Employee understands, in addition, that VISIONWAVE has received and in the future will receive from third parties confidential or Proprietary and Confidential Information (“Third Party Information”) subject to a duty on VISIONWAVE’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. During the term of Employee’s employment and thereafter, Employee will hold Third Party Information in the strictest confidence and will not disclose to anyone (other than VISIONWAVE personnel who need to know such information in connection with their work for VISIONWAVE) or use, except in connection with Employee’s work for VISIONWAVE, Third Party Information unless expressly authorized by an officer of VISIONWAVE in writing.

D.       Term of Nondisclosure Restrictions. Employee understands that Proprietary and Confidential Information and Third Party Information is never to be used or disclosed by Employee, as provided in this Section 1. If, however, a court decides that this Section 1 or any of its provisions is unenforceable, Employee agrees and VISIONWAVE agrees that the three (3) year period after the date Employee’s employment ends shall be the temporal limitation relevant to the contested restriction, provided, however, that this sentence shall not apply to trade secrets protected without temporal limitation under applicable law.

A.       Proprietary Rights. The term “Proprietary Rights” shall mean all trade secrets, patents, copyrights, trademarks, mask works and other intellectual property rights throughout the world.

B.       Prior Inventions. Inventions, if any, patented or unpatented, which Employee made prior to the commencement of Employee’s employment with VISIONWAVE are excluded from the scope of this Agreement. To preclude any possible uncertainty, Employee has set forth on Exhibit A (Prior Inventions) attached hereto a complete list of all Inventions that Employee has, alone or jointly with others, conceived, developed or reduced to practice or caused to be conceived, developed or reduced to practice prior to the commencement of Employee’s employment with VISIONWAVE, that Employee considers to be her property or the property of third parties and that Employee wishes to have excluded from the scope of this Agreement (collectively referred to as “Prior Inventions”). If disclosure of any such Prior Invention would cause Employee to violate any prior confidentiality agreement, Employee understands that Employee is not to list such Prior Inventions in Exhibit A but is only to disclose a cursory name for each such invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been made for that reason. A space is provided on Exhibit A for such purpose. If no such disclosure is attached, Employee represents that there are no Prior Inventions. If, in the course of Employee’s employment with VISIONWAVE, Employee incorporates a Prior Invention into a VISIONWAVE product, process or machine, VISIONWAVE is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, fully-paid, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, reproduce, make derivative works of, publicly perform, publicly display, use, sell, import, and exercise any and all present and future rights in such Prior Invention. Notwithstanding the foregoing, Employee agrees that Employee will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions without VISIONWAVE’s prior written consent.

C.       Assignment of Inventions. Subject to Subsections 2(D) and 2(F), Employee hereby assigns and agrees to assign in the future (when any such Inventions or Proprietary Rights are first reduced to practice or first fixed in a tangible medium, as applicable) to VISIONWAVE all of Employee’s right, title and interest in and to any and all Inventions (and all Proprietary Rights with respect thereto) whether or not patentable or registrable under copyright or similar statutes, made or conceived or reduced to practice or learned by Employee, either alone or jointly with others, during the period of Employee’s employment with VISIONWAVE. Inventions assigned to VISIONWAVE, or to a third party as directed by VISIONWAVE pursuant to this Section 2, are hereinafter referred to as “Company Inventions.”

D.       Unassigned or Nonassignable Inventions. Employee recognizes that this Agreement will not be deemed to require assignment of any Invention that Employee developed entirely on Employee’s own time without using VISIONWAVE’s equipment, supplies, facilities, trade secrets, or Proprietary and Confidential Information, except for those Inventions that either (i) relate to VISIONWAVE’s actual or anticipated business, research or development to which Employee was exposed, or (ii) result from or are connected with work performed by Employee for VISIONWAVE. In addition, this Agreement does not apply to any Invention which qualifies fully for protection from assignment to VISIONWAVE under any specifically applicable state law, regulation, rule, or public policy (“Specific Inventions Law”).

E.       Obligation to Keep Company Informed. During the period of Employee’s employment and for twelve (12) months after termination of Employee’s employment with VISIONWAVE, Employee will promptly disclose to VISIONWAVE fully and in writing all Inventions authored, conceived or reduced to practice by Employee, either alone or jointly with others. In addition, Employee will promptly disclose to VISIONWAVE all patent applications filed by Employee or on Employee’s behalf within a year after separation of employment. At the time of each such disclosure, Employee will advise VISIONWAVE in writing of any Inventions that Employee believes fully qualify for protection under the provisions of a Specific Inventions Law; and Employee will at that time provide to VISIONWAVE in writing all evidence necessary to substantiate that belief. VISIONWAVE will keep in confidence and will not use for any purpose or disclose to third parties without Employee’s consent any confidential information disclosed in writing to VISIONWAVE pursuant to this Agreement relating to Inventions that qualify fully for protection under a Specific Inventions Law. Employee will preserve the confidentiality of any Invention that does not fully qualify for protection under a Specific Inventions Law.

F.       Government or Third Party. Employee also agrees to assign all Employee’s right, title and interest in and to any particular Company Invention to a third party, as directed by VISIONWAVE.

G.       Works for Hire. Employee acknowledges that all original works of authorship which are made by Employee (solely or jointly with others) within the scope of Employee’s employment and which are protectable by copyright are “works made for hire,” pursuant to United States Copyright Act (17 U.S.C., Section 101).

H.       Incorporation of Software Code. Employee agrees that Employee will not incorporate into any VISIONWAVE software or otherwise deliver to VISIONWAVE any software code licensed under the GNU General Public License or Lesser General Public License or any other license that, by its terms, requires or conditions the use or distribution of such code on the disclosure, licensing, or distribution of any source code owned or licensed by Company.

I.       Enforcement of Proprietary Rights. Employee will assist VISIONWAVE, at VISIONWAVE’s cost and expense in every proper way to obtain, and from time to time enforce, Proprietary Rights relating to Company Inventions in any and all countries. To that end Employee will execute, verify and deliver such documents and perform such other acts (including appearances as a witness) as VISIONWAVE may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining and enforcing such Proprietary Rights and the assignment thereof. In addition, Employee will execute, verify and deliver assignments of such Proprietary Rights to VISIONWAVE or its designee. Employee’s obligation to assist VISIONWAVE with respect to Proprietary Rights relating to such Company Inventions in any and all countries shall continue beyond the termination of her employment, but VISIONWAVE shall compensate Employee at a reasonable rate after Employee’s termination for the time actually spent by Employee at VISIONWAVE’s request on such assistance. In the event VISIONWAVE is unable for any reason, after reasonable effort, to secure Employee’s signature on any document needed in connection with the actions specified in this paragraph, Employee hereby irrevocably designates and appoints VISIONWAVE and its duly authorized officers and agents as Employee’s agent and attorney in fact, which appointment is coupled with an interest, to act for and in Employee’s behalf to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of the preceding paragraph with the same legal force and effect as if executed by Employee. Employee hereby waives and quitclaims to VISIONWAVE any and all claims, of any nature whatsoever, which Employee now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to VISIONWAVE.

3.             RECORDS. Employee agrees to keep and maintain adequate and current records (in the form of notes, sketches, drawings and in any other form that may be required by VISIONWAVE) of all Proprietary and Confidential Information developed by Employee and all Inventions made by Employee during the period of Employee’s employment at VISIONWAVE, which records shall be available to and remain the sole property of VISIONWAVE at all times.

4.             NO SOLICITATION OF EMPLOYEES, CONSULTANTS, CONTRACTORS, OR CUSTOMERS OR POTENTIAL CUSTOMERS. Employee agrees that during the period of Employee’s employment and for twenty-four (24) months after the date Employee’s employment ends for any reason, including but not limited to voluntary termination by Employee or involuntary termination by VISIONWAVE, Employee will not, as an officer, director, employee, consultant, owner, partner, or in any other capacity, either directly or through others, except on behalf of VISIONWAVE:

A.       solicit, induce, encourage, or participate in soliciting, inducing, or encouraging any employee of VISIONWAVE to terminate his or her relationship with VISIONWAVE;

B.       hire, employ, or engage in business with or attempt to hire, employ, or engage in business with any person employed by VISIONWAVE or who has left the employment of VISIONWAVE within the preceding twenty-four (24) months or discuss any potential employment or business association with such person, even if Employee did not initiate the discussion or seek out the contact;

C.       solicit, induce or attempt to induce any Customer or Potential Customer, or any consultant or independent contractor with whom Employee had direct or indirect contact or whose identity Employee learned as a result of Employee’s employment with VISIONWAVE, to terminate, diminish, or materially alter in a manner harmful to VISIONWAVE its relationship with VISIONWAVE; or

D.       solicit, perform, provide or attempt to perform or provide any Conflicting Services (as defined in Section 6 below) for a Customer or Potential Customer.

The parties agree that for purposes of this Agreement, a “Customer or Potential Customer” is any person or entity who or which, at any time during the one (1) year prior to either the date on which any of the actions specified in this Section 4 occurs (if Employee is still employed by VISIONWAVE) or the one (1) year prior to the date Employee’s employment with VISIONWAVE ends if Employee is no longer employed: (i) contracted for, was billed for, or received from VISIONWAVE any product, service or process with which Employee worked directly during her employment by VISIONWAVE or about which Employee acquired Proprietary and Confidential Information; (ii) had business with VISIONWAVE that Employee managed; (iii) was in contact with Employee or in contact with any other employee, owner, or agent of VISIONWAVE, of which contact Employee was or should have been aware, concerning any product, service or process with which Employee worked directly or indirectly during her employment with VISIONWAVE or about which Employee acquired Proprietary and Confidential Information; or (iv) was solicited by VISIONWAVE in an effort in which Employee was involved or of which Employee was or should have been aware.

5.            NON-COMPETE PROVISION. Employee acknowledge that during Employee’s employment, Employee will have access to and knowledge of Proprietary and Confidential Information. Employee agrees that for twenty-four (24) months after the date Employee’s employment ends for any reason, including but not limited to voluntary termination by Employee or involuntary termination by VISIONWAVE, Employee will not, directly or indirectly, as an officer, director, employee, consultant, owner, partner, or in any other capacity solicit, perform, or provide, or attempt to perform or provide Conflicting Services, nor will Employee assist another person to solicit, perform or provide or attempt to perform or provide Conflicting Services.

The parties agree that for purposes of this Agreement, “Conflicting Services” means any product, service or process, or the research and development thereof, of any person or organization other than VISIONWAVE that directly competes with a product, service or process, or the research and development thereof, of VISIONWAVE with which Employee had management, sales, marketing, production, research, or development responsibilities during Employee’s employment by VISIONWAVE or about which Employee acquired Proprietary and Confidential Information during Employee’s employment by VISIONWAVE. Where Conflicting Services is part of a larger business involving both Conflicting Services and non-Conflicting Services, the restrictions in this Section 5 shall apply only to that part of the business that involves the management, sales, marketing, production, research or development of Conflicting Services.

6.            REASONABLENESS OF RESTRICTIONS.

A.       Employee agrees that Employee has read this entire Agreement and understands it. Employee agrees that this Agreement does not prevent Employee from earning a living or pursuing a career. Employee agrees that the restrictions contained in this Agreement are reasonable, proper, and necessitated by VISIONWAVE’s legitimate business interests. Employee represents and agrees that Employee is entering into this Agreement freely and with knowledge of its contents with the intent to be bound by the Agreement and the restrictions contained in it.

B.       In the event that a court finds this Agreement, or any of its restrictions, to be ambiguous, unenforceable, or invalid, Employee and VISIONWAVE agree that this Agreement will be automatically modified to provide VISIONWAVE with the maximum protection of its business interests allowed by law and Employee agrees to be bound by this Agreement as modified.

C.       Furthermore, the parties agree that the market for VISIONWAVE’s products is worldwide. If, however, after applying the provisions of Subsection 6(b) a court still decides that this Agreement or any of its restrictions is unenforceable for lack of reasonable geographic limitation and the Agreement or restriction(s) cannot otherwise be enforced, the parties hereby agree that a court shall impose the greatest geographic restriction that would permit maximum enforcement of this Agreement.

7.            NO CONFLICTING AGREEMENT OR OBLIGATION. Employee represents that Employee’s performance of all the terms of this Agreement and as an employee of VISIONWAVE does not and will not breach any agreement or obligation of any kind made prior to Employee’s employment by VISIONWAVE, including agreements or obligations Employee may have with prior employers or entities for which Employee has provided services. Employee has not entered into, and Employee agrees she will not enter into, any agreement or obligation either written or oral in conflict herewith.

8.            LEGAL AND EQUITABLE REMEDIES.

A.       Employee agrees that it may be impossible to assess the damages caused by a violation of this Agreement or any of its terms. Employee agrees that any threatened or actual violation of this Agreement or any of its terms will constitute immediate and irreparable injury to VISIONWAVE and VISIONWAVE shall have the right to enforce this Agreement and any of its provisions by injunction, specific performance or other equitable relief, without bond and without prejudice to any other rights and remedies that VISIONWAVE may have for a breach or threatened breach of this Agreement.

B.       Employee agrees that if VISIONWAVE is successful in whole or in part in any legal or equitable action against Employee under this Agreement, VISIONWAVE shall be entitled to payment of all costs, including reasonable attorney’s fees, from Employee.

9.            NOTICES. Any notices required or permitted hereunder shall be given to VISIONWAVE at its primary office location, at Employee’s address as listed in VISIONWAVE records, or at such other address as the party shall specify in writing. Such notice shall be deemed given upon personal delivery to the appropriate address or if sent by certified or registered mail, three (3) days after the date of mailing.

10.          PUBLICATION OF THIS AGREEMENT. If Employee is offered employment or the opportunity to enter into any business venture as owner, partner, consultant or other capacity while the restrictions described in Sections 4 and 5 of this Agreement are in effect, Employee agrees to inform the potential employer, partner, co-owner and/or others involved in managing the business with which Employee has an opportunity to be associated of Employee’s obligations under this Agreement and also agrees to provide such person or persons with a copy of this Agreement.

11.          GENERAL PROVISIONS.

A.       Governing Law; Consent to Personal Jurisdiction. This Agreement will be governed by and construed according to the laws of the State of Georgio. Employee hereby expressly consents to the personal jurisdiction of the federal and state courts located in the State of Georgia in any lawsuit filed there against Employee by VISIONWAVE arising from or related to this Agreement.

B.       Severability. In case any one or more of the provisions, subsections, or sentences contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. Moreover, if any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable law as it shall then appear.

C.       Successors and Assigns. This Agreement will be binding upon Employee’s heirs, executors, administrators and other legal representatives and will be for the benefit of VISIONWAVE, its successors, and its assigns.

D.       Survival. The provisions of this Agreement shall survive the termination of Employee’s employment, regardless of the reason, and the assignment of this Agreement by VISIONWAVE to any successor in interest or other assignee.

E.       Waiver. No waiver by VISIONWAVE of any breach of this Agreement shall be a waiver of any preceding or succeeding breach. No waiver by VISIONWAVE of any right under this Agreement shall be construed as a waiver of any other right. VISIONWAVE shall not be required to give notice to enforce strict adherence to all terms of this Agreement.

F.       Entire Agreement. The obligations pursuant to Sections 1 and 2 (except Subsection 2(G) of this Agreement) shall apply to any time during which Employee was previously engaged, or is in the future engaged, by VISIONWAVE as a consultant if no other agreement governs nondisclosure and assignment of inventions during such period. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between us. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing and signed by the party to be charged. Any subsequent change or changes in Employee’s duties, salary or compensation will not affect the validity or scope of this Agreement.

This Proprietary and Confidential Information, Inventions, Non-Solicitation and Non-Competition Agreement shall be effective as of the date indicated below.

I HAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND ITS TERMS. I HAVE COMPLETELY FILLED OUT EXHIBIT A TO THIS AGREEMENT.

EXHIBIT A

PRIOR INVENTIONS

TO: VisionWave Holdings, Inc.

FROM: Douglas Davis

DATE: May 1, 2026

SUBJECT: Prior Inventions

None