Exhibit 99.1

Deed of Trust – Bonds (Series A)

Dated May 30, 2024

By and between

Arbe Robotics Ltd.

Company No.: 51-533312-8

107 HaHashmonaim Street, Tel Aviv-Yafo

(hereinafter: the “Company”)

of the first part;

and

Mishmeret Trust Services Company Ltd.

Company No.: 51-368347-4

48 Menachem Begin Road

Tel Aviv

(hereinafter: the “Trustee”)

of the second part;

NOW, THEREFORE, the Parties have represented, stipulated and agreed as follows:

Table of Contents

Notwithstanding the foregoing: (a) the Bonds (Series A) will not be convertible on the effective date of bonus share distribution into a rights offering, dividend distribution, consolidation or capital split or capital reduction (each: “Company Event”). If the ex-date of a Company Event occurs prior to the effective date of a Company Event, no conversion will be effected on said ex date; (b) the last conversion date of the Bonds will be 10 days prior to final redemption, i.e., 20.5.2028. However, if the last conversion date is not a trading day, the conversion date will be postponed to the next trading day thereafter, subject to the stock exchange regulations and the guidelines arising therefrom.

If the company issues additional bonds and/or negotiable securities that constitute debt, the average duration of those securities will be longer than that of the Bonds (Series A). Notwithstanding the provisions of this section, this obligation of the Company shall expire and shall no longer be in force if more than 90% of the Bonds (par value) have been converted into Company Shares.

If the Company issues additional Bonds (Series A) in the future in the framework of a Series Expansion at a discount rate that differs from the one prescribed for that series (including no discount), the Company – before the aforementioned Series Expansion – will seek the Tax Authority’s confirmation – before the expansion of the Bond Series – that, with respect to the withholding tax that applies to the discount fees of the Bonds (Series A), a weighed uniform discount rate will be determined for the Bonds (Series A), according to a formula that incorporates the various discount rates of Series A, should there be any (hereinafter: the “Weighted Discount Rate”). If such confirmation is obtained, the Company will calculate – before the issuance of the bonds by means of bond expansion – the Weighted Discount Rate with respect to all of the Bonds (Series A) and will publish – in an immediate report on the results of said bond expansion (in case of expansion by means of private placement, in an immediate report on such private placement) – the Uniform Weighted Discount Rate for the entire series, and tax will be deducted on the payment dates of the Bonds according to the Weighted Discount Rate as stated and in accordance with applicable law. In said confirmation is not received, the Company furnish an immediate report – prior to the issuance of bonds by way of series expansion – specifying the failure to obtain said approval and noting that the uniform discount rate will be the highest rate with respect to said series. The Stock Exchange Members will withhold tax upon the bonds’ repayment (Series a) at the reported withholding rate. Therefore, cases might be possible in which withholding taxes will be deducted with respect to discount fees at a rate that is higher than the discount fees determined for those who held Bonds (Series A) before the expansion of the Series. In such cases, a taxpayer who held the Bonds prior to the expansion and until the Bonds are repaid, will be entitled to file a tax return with the Tax Authority and receive a tax return with respect to the tax deducted from the discount fee, if entitled to such a return under applicable law. If the bonds are issued under a series expansion together with additional securities, the Company will announce the weighted discount rate by the end of the fourth trading day following their listing on the stock exchange.

The Company undertakes that it will not effect any distribution (as defined in the Companies Law) until after the Bonds are finally repaid.

Notwithstanding the provisions of this section, this obligation of the Company shall expire and shall no longer be in force if more than 90% of the Bonds (par value) have been converted into Company Shares (however, in any event, the Company undertakes – in accordance with Stock Exchange requirements – not to distribute a dividend in such a way that, due to the distribution of the dividend, its equity capital will be less than NIS 24 million as long as the Bonds (Series A) are listed on the Stock Exchange)

The Company undertakes that – as long as the Bonds (Series A) have not yet been fully repaid – it will comply with the financial covenants set forth below:

The review of the Company’s compliance with the financial obligations enumerated in Section 6.4 will be effected as of the signing of the Company’s consolidated financial statements and/or the date on which the Company publishes as an official press release on EDGAR that contains a summary of the Company’s financial position and results (unaudited), whichever is earlier, and as long as Bonds (Series A) are in circulation, and no review will be conducted in the interim periods between these reports. The Company shall include a note that describes its compliance or non-compliance with any of the financial covenants stated in the notes to any financial statement or press release, together with the numerical data of each financial covenant. Should the Company fail to comply with any covenant, it shall inform the Trustee thereof in writing, in addition to any reporting obligation assumed by the Company under applicable law, and do so within two business days of the report date as stated in this paragraph.

The calculation of each of the financial covenants for the purpose of Section 6.4 above (hereinafter in this section: the “Relevant Tests”) will conform to the accounting standards that apply to the company as of signing this deed of trust. In the event of material changes to the accounting standards that apply to the Company, including cases where the Company adopts different accounting rules or regulations that are not those that apply to it at the time of signing this Deed, the Relevant Tests will be applied according to the consolidated financial statements that were prepared in accordance with the accounting standards that apply to the Company as of signing this deed, without any regard for such material changes, and the Company shall publish, together with its financial statements or in the framework thereof, or together with the summary of its financial position and results (unaudited), as the case may be, an abridged pro forma statement (without notes) that omits the aforementioned material changes, and specifies the material differences between the accounting standards as of signing this Deed of Trust and the other standards that apply to the Company, and all on a quarterly basis. If the company restates its financial statements and, following the restatement, fails to comply with one or more financial covenants, the restatement date will be regarded as the date on which the Company failed to meet the financial covenant for the first time.

In this context, “material change” – a change representing a difference of at least 5% between the result of the financial covenant under the accounting standards that applies to the Company as a result of the change – whether or not it was initiated by the Company – and the result of that financial covenant pursuant to the standards known at the time of issuance.

The Company warrants that the Bonds (Series A), which will be issued for the first time under the prospectus – will be listed on the Stock Exchange. The Bonds (Series A) that will be listed on the Stock Exchange shall be in the name of nominee company as set out in this Deed of Trust.

Subject to the foregoing, the Company warrants – as long as the Bonds (Series A) are not fully and finally repaid – that it will not create or agree and/or undertake to create in favor of any third party any floating charge of any ranking over all of its present and future property and rights, i.e., a general floating charge, to secure any obligation or debt of any kind, without meeting at least one of the following conditions:

If the Company creates such a charge in favor of the holders, and the charge needs to be registered with the Register of Pledges (via the Registrar of Companies and/or any other register under applicable law for the purpose of its supplementation) – the charge shall be deemed to be duly registered only after the Company has furnished the Trustee with all of the following documents, the text of which documents will be drafted to the satisfaction of the Trustee (if applicable): (a) A certified copy of the pledge document under which the pledge was registered in favor of the Trustee, originally signed by the Company and stamped with the words “Received” or “Submitted and under Review” by the Registrar of Companies office – within 21 days of signing the document. If the pledge documents are submitted via e-mail, the Company will include (among the recipients) the Trustee in the message sent to the Registrar of Companies in lieu of the “Received” or “Submitted and under Review” stamp (it is hereby clarified that, in such cases, the submission will still be effected within 21 days of signing the pledge document). If the pledge is created through the online pledge registration system, the Company will not be required to provide the trustee with any references in connection with filing the application for the pledge’s creation; (b) if required by the law at the time, a certified copy of the Notice of Mortgage Information and Pledges (Form 10), signed with a “Received” or “Submitted and under Review” stamp by the Registrar of Companies, and bearing a date not later than 21 days after the notice’s creation or any other date prescribed under applicable law. If the pledge documents are submitted via e-mail, the Company shall include the Trustee (among the recipients) in the message sent to the Registrar of Companies in lieu of a “Received” or “Submitted and under Review” stamp; (c) a certified copy of the pledge certificate issued by the Registrar of Companies and/or any other register under applicable law; (d) list of pledges issued by the Registrar of Companies and/or any other register under applicable law under which said pledge is registered; (e) a statement by a senior Company officer that the pledge does not conflict with the Company’s obligations towards third parties; (f) an expert opinion by an outside lawyer of the Company as to whether the pledge is valid and enforceable without any limitation.

If a floating charge has been created over all of the Company’s assets in favor of holders and any third party as set forth in this section above, the utilization of the charge by the trustee of the Bonds (Series A) shall not be subject to the consent of the third party and the utilization of the charge by the third party shall not require the consent of the Trustee of the Bonds (Series A) or any of their holders, as applicable (jointly hereinafter: the “Parties”). In view of the foregoing, each of the Parties may – independently and at its discretion (provided that it has the right to do so in accordance with the relevant deed of trust or the provisions of the relevant pledge agreement) – realize and institute (alone) all the procedures needed to have the pledged asset disposed of.

An officer (receiver or other officer entrusted with the pledge’s realization) appointed at the request of one of the Parties may be appointed for all Parties. The Trustee may join the proceeding instituted by any of the other Parties at its discretion or pursuant to the resolution of the Bondholders Meeting (Series A). The Company will furnish the Trustee with the contact information of the third party that possesses the floating charge so as to have the notice of realization furnished immediately upon the Trustee’s first request.

The Company undertakes to notify the trustee in writing as soon as it becomes aware of proceedings instituted to realize the pledge by the third party and/or any notice by it or any representative thereof of their intention to institute such proceedings.

For the avoidance of doubt, it is hereby emphasized that the provisions of this section do not preclude the Company from pledging its assets if required under agreements made in the regular course of its business and for the purpose of the Company’s current operations by way of fixed charges, including the creation of floating charges over one or more specific assets, in which case the provisions of this section above will not apply.

It is hereby clarified that nothing stated in this section is intended to preclude the Company from selling its assets and/or businesses, subject to the provisions of this Deed. It is further clarified for the avoidance of doubt that nothing stated in this section precludes companies held by the Company (including subsidiaries, affiliates and related companies) from creating any pledges, fixed or floating, over their assets.

The Company represents that, as of signing this Deed of Trust, the Company has neither created nor undertaken to create a floating charge of any ranking over all of its present and future assets and rights, i.e., a general floating charge.

If a floating charge is registered in favor of the bondholders – pari passu with the third party as stated in this section above – the Company undertakes to publish – in the notes included in the first financial statements published by it after the charge’s registration – the following information: a. the book value of all Company assets pledged by way of a fixed charge and such value of all the Company’s assets pledged by way of a floating charge; b. the book value of all of the Company’s unpledged assets; c. The Company’s total liabilities that are backed by pledged assets; d. The Company’s total liabilities that are not backed by pledged assets. If the Company requests the consent of the holders to create the aforesaid charge in favor of only a third party as stated in this section above, the Company undertakes to publish the above information upon the publication of the immediate report that includes the meeting’s invitation. In any case where a floating charge is recorded as stated in this section above in favor of the trustee for the holders and after the publication of the first financial statements as stated, and as long as the charge in favor of the trustee for the holders is registered, the Company undertakes to publish the above information in the notes to each published annual statements.

It is hereby clarified that current liabilities in the framework of current operations and Company’s normal course of business, which are included in the working capital of the Company in respect of inventories, supplier credit and trade receivables, will not be considered as “financial debt” for the purposes of this section.

Notwithstanding the provisions of this section, this obligation of the Company shall expire and shall no longer be in force if more than 90% of the Bonds (par value) have been converted into Company Shares.

As specified on the cover of the prospectus to which this Deed of Trust is attached, it is hereby clarified that the terms of the tenders and/or agreements in which the Company may participate and under which it may supply such products as stated in the Condition Precedent have not yet been determined, and, accordingly, the Company cannot assess their terms, periods, and/or the revenues that the Company is expected to generate therefrom.

Transfer of funds to the offering proceeds account, transfer of funds from the offering proceeds account and forced early redemption

The Company considers the receipt of the Offering Proceeds by the Offering Coordinator as their receipt by the Company with respect to the need to comply with the requirements and guidelines of the Stock Exchange as they relate to the securities’ listing, and, in light of this, it will request the listing of the Bonds (Series A) on the Stock Exchange upon their receipt by the Offering Coordinator.

In addition to the foregoing, to ensure interest payments to the holders of the bonds until the Condition Precedent is met: (1) On September 30, 2024, the Company will transfer to the offering proceeds account an additional amount equal to the difference between the amount accrued in the account for the issuance on that date, which originates from investments made by the Trustee as specified in Section 18 of the Deed of Trust, and one interest payment (1) that is expected to be paid to the Bondholders on November 30,2024; and (2) on December 31, 2024, the Company will transfer to the offering proceeds account an additional amount equal to the difference between the amount accrued in the offering proceeds account originating in investments made by the Trustee and one (1) interest payment due to be paid to the Bondholders on March 31, 2025.

“Offering Proceeds Account” — an account to be opened in trust by the trustee and under its name for the bondholders at a bank in Israel, which is one of the five largest banks, or a stock exchange member. The signatory rights of Offering Proceeds Account shall be vested in the trustee only.

The Company considers the receipt of the Offering Proceeds by the Offering Coordinator as their receipt by the Company with respect to the need to comply with the requirements and guidelines of the Stock Exchange as they relate to the securities’ listing, and, in light of this, it will request the listing of the Bonds (Series A) on the Stock Exchange upon their receipt by the Offering Coordinator.

If the Exchange decides to delist the Bonds (Series A) that have not yet been repaid because the value of public holdings in the Bond Series (Series A) has become lower the amount prescribed in the Exchange’s Regulations with respect to the delisting of bonds, the Company will effect an early redemption and take the following measures:

The Company may not have the Bonds (Series A) fully redeemed early of its own volition, except under the circumstances specified in Section 8.2.1 below:

If the Company may – at its sole discretion – calls for the Bonds’ (Series A) full early redemption under the circumstances described in Section 8.2.1 above, the following provisions will apply, all subject to the guidelines of the Securities Authority and the provisions of the Stock Exchange Regulations and the guidelines promulgated thereunder, as in effect on the relevant date:

In this context: – “Government Bond Yield” means the average yield (gross) to maturity in the seven business day period that ends two business days before the date of the notice of forced early redemption, of two series of USD-denominated bond series of the State of Israel, whose average life is the closest to the average life of the Bonds (Series A) on the relevant date, i.e.: one series whose closest average life is higher than the average life of the Bonds (Series A) on the relevant date, and one series whose closest average life is lower than the average life of the Bonds (Series A) on the relevant date, and whose weighted value will reflect the average life of the Bonds on the relevant date.

Example: If the average life of Government Bond A is four years, the average life of Government Bond B is two years and the average life of the loan balance is 3.5 years, the yield will be calculated as follows:

4X + 2(1-X) = 3.5

X = Yield weight of Government Bond A.

X-1 = Yield weight of Government Bond B.

According to this calculation, the annual yield of Government Bond A will be 75% of the “Yield,” and the annual yield of Government Bond B will be 25% of the Yield.

“AL” - Average Life.

For this purpose, “material debt” means a debt (one or more) to a financial institution or institutions or an institutional body or institutional entities or any other financial creditor or financial creditors (hereinafter: “Financial Lender”), in an aggregate amount that exceeds NIS 10 million, provided that, if the debts in question are cumulative debts to a Financial Lender, they have been called for immediate repayment simultaneously or on dates that are close to each other). The Company shall furnish the trustee with a written statement signed by a senior officer of the Company within three (3) business days of it being notified of the call for immediate repayment, and specifying the total liability value of the material debt as of the call for immediate repayment.

In Section 9.1:

“Financial Statements” – the Company’s most recent consolidated financial statements (audited or reviewed) that were published prior to the event.

“Substantially All of the Company’s Assets”: an asset that constitutes more than 15% of total assets in accordance with the consolidated financial statements of the Company or its financial results as published before the relevant event or a combination of several assets, the aggregate value of which in the consolidated financial statements or financial results published before the relevant event exceeds 25% of its balance sheet assets according to the financial statements as stated.

However, there will be no cause for immediately repayment under this section if the Company has presented another and/or additional notice of award that conforms to the provisions of Section 7.2.1 above; and/or if over 90% of the Bonds (par value) have been converted into the Company’s shares or repaid.

All receipts received by the Trustee, excluding its fees and the repayment of any debt thereto, in any way whatsoever, including, without limitation, as a result of the immediate repayment of the Bonds and including as a result of proceedings instituted by it, if instituted, against the Company, will be held by the Trustee in trust and will be used by it for the following purposes and in accordance with the following priorities:

The remaining surplus, if any exists, shall be paid by the Trustee to the Company or any entity substituting same, as the case may be.

Withholding tax will be deducted from said payments if it is mandatory to deduct it under applicable law.

The payment of these amounts by the Trustee to the Bondholders as set forth above shall be effected in accordance with the provisions of applicable law.

The Trustee may instruct the Company in writing to transfer to the Trustee’s account (for the Bondholders) part or all of the interest and USD indexation amount that the Company is required to pay to the Holders (hereinafter: the “Relevant Payment”), such that the amount of said due interest is transferred to the Trustee’s account (for the Bondholders) by the relevant interest payment and so as to finance the proceedings and/or expenses and/or fee of the Trustee under this deed (insofar as the Company did not incur said amount itself and/or furnished said amount to the Trustee in advance; hereinafter: the “Financing Amount”). The Company may not refuse to act in accordance with such a notice and, if the Deed of Trust does not require the Company to incur these amounts, then, with respect to said amounts, the Company shall be regarded as having fulfilled its obligation towards the Holders in respect of the payment of the interest that it is required had to pay them as stated above, if it proves that it has transferred the full requisite amount to the Trustee’s account. Nothing stated above releases the Company from its obligation to incur expenses and fees in cases where it is obligated to pay them under This Deed or applicable law. Moreover, nothing stated above derogates from the Trustee’s obligation to take reasonable measures to obtain the amounts payable to the Holders by the Company, which were used to finance the proceedings and/or expenses and/or fee of the Trustee under the Deed of Trust.

No later than four Trading Days before the effective date of the Relevant Interest Payment from which the Financing Amount will be deducted, an immediate report will be published that will specify the Financing Amount, its purpose, and the current interest amounts and rates that will be paid to the Holders in the framework of the Relevant Payment. If the Financing Amount is deducted from the Principal, the company will indicate in said immediate report, inter alia, the redeemable amount per NIS 1 par value, net of the Financing Amount. Moreover, the Company will indicate in said immediate report that the Financing Amount to be transferred to the Trustee will be deemed a payment to the Bondholders for all intents and purposes.

It is hereby clarified that – notwithstanding the provisions of Section 11 above and the present Section 12, the Trustee will take reasonable measures to collect the reimbursement of expenses that the Company is required to incur under the provisions of the Deed of Trust, and any amount received from the Company in this context shall be utilized by it in the order referenced in Section 11 above.

The Financing Amount that the Trustee may instruct the Company to transfer to it as stated in this section above shall be limited to NIS 500,000 (plus VAT).

In any matter not referenced in this Deed of Trust and in any case of conflict between the provisions of the Securities Law that cannot be made conditional and the provisions of this Deed of Trust, the parties shall act in accordance with the provisions of the Securities Law that cannot be made conditional.

All funds that the Trustee may invest under the Deed of Trust will be invested by it through one of the five largest banks in Israel whose rating is at least AA [Standard & Poor’s Maalot Ltd.] (or its equivalent rating on the rating scale of the relevant rating company and, in the absence of a bank so rated, one of the three largest banks in Israel), by means of a USD deposit at one of the three largest banks in Israel, or by means of securities of the State of Israel whose rating is not lower than AA, whether indexed or not, under its name or to its order, as it deems appropriate, and all subject to the terms of the Deed of Trust and the provisions of applicable law. If the Trustee acts as aforesaid, it will not owe said amounts to the beneficiaries except the proceeds received from the realization of the investments less its fees and expenses, the fees and expenses related to said investment and the management of the trust accounts, the fees and less mandatory payments applicable to the trust account, and with respect to the remainder of the aforementioned funds, Trustee will act pursuant to the provisions of this Deed of Trust, as the case may be.

The Company hereby undertakes to Trustee, to the extent that the Bonds have not yet been fully repaid, as follows:

It is hereby clarified that any report or information published (in its entirety) by the Company through MAGNA shall be deemed as having been delivered to the Trustee and as compliance with the terms of Section 19 (to the exclusion of Section 19 above).

For the purposes of this section - a written notice signed by Trustee confirming that an action which is required by it, within the framework of its powers, is a reasonable action, shall constitute prima facie evidence of this.

Subject to the provisions of applicable law and the limitations that govern the Trustee under applicable law, the performance of the Trustee’s duties under the Deed of Trust or on account of their position as Trustee shall not preclude it from entering into various contracts with the Company or engaging in transactions therewith in its normal course of business, provided that this does not impair the performance of the Trustee’s obligations under the Deed of Trust and his fitness as trustee, and that this will not place the Trustee in any conflict of interest with respect to the Company and/or Bondholders.

The amounts under Sections 23.1.1-23.1.2 above shall be referred to hereinafter: as the “Annual Fee”.

The bearing of said difference by the holders will be executed by way of offsetting the relative part of the difference from any payment the Company makes to the debenture holders of the series pursuant to the terms of the Deed of Trust and its transfer by the Company directly to Trustee.

Subject to the provision of prior notice to the Company, and provided that – in the Trustee’s opinion – this will not derogate from the Bondholders’ rights, the Trustee shall be entitled to appoint a proxy(s) to act in its place, whether an attorney and another person, to act or participate in the execution of special actions that must be performed in connection with the trust and to pay a reasonable fee to each said proxy, and without detracting from the generality of the aforementioned, institute legal proceedings or representation in merger or split proceedings of Company.

The Company may object to an appointment in the event that the agent in question is a competitor, either directly or indirectly, with respect to the Company’s business (including of investees) and/or in the event that the agent directly or indirectly has a conflict of interest between its appointment and its duties as an agent and its personal affairs, other duties or affiliation with the Company and the corporations it holds, provided that the notice of the Company’s objection, including reasonable explanations, is furnished to the Trustee in writing within five (5) business days of the date on which the Trustee gave notice to the Company of its intention to appoint said agent. It is clarified that the appointment of a proxy as stated does not detract from Trustee’s liability for its actions and the actions of its proxies. The Trustee may pay – at the expense of the Company – the reasonable fees of any such agent, including by way of offsetting amounts that it obtained, and the Company shall reimburse any such reasonable expenditure to the Trustee after its first demand. It is clarified that the publication of a Bondholder Meeting Resolution that pertains to the appointment of proxies shall constitute the provision of such a notice, provided that – to the extent that this will not impair the Holders’ rights as they were prior to the appointment – the Trustee has provided the Company with all aforementioned information and details. It should be emphasized that the Company’s objection to the appointment of a specific agent appointed by way of a Bondholders Meeting shall not delay the commencement of the agent’s employment, to the extent that such delay might impair the Bondholders’ rights.

And all provided that all of the following conditions are met:

The indemnification obligations under the present Section 26.1 shall be referred to as the “Undertaking to Indemnify” or “Entitlement to Indemnification.”

The Trustee is authorized to determine the Financing Cushion amount and create another such cushion, from time to time, in an amount to be determined thereby.

“Prorated Share”: the prorated share of Bonds held by the holder on the relevant effective date as stated in Section 26.7 below, out of the total par value of the Bonds in circulation at that time. It is clarified that the calculation of the relative share will remain fixed even if following such date there is a change in the par value of the debentures held by the holder.

It is clarified that the debenture holders responsible for covering expenses as stated in this section above will be able to incur the expenses stated in this section above beyond their relative share, and in this case the order of priority will apply to the restitution of the amounts in accordance with what is stated in Section 11 of this Deed of Trust.

If the Trustee reaches a settlement with the Company after it receives the prior approval of a Bondholder Meeting (Series A) as stated above, the Trustee will be exempt from liability for such a measure, as approved by the meeting, provided that a final decision did not rule that the Trustee breached a fiduciary duty and acted in bad faith or maliciously in implementing the resolution of the Bondholder Meeting.

Subject to the provisions of the Securities Law and This Deed of Trust, Bondholder Meetings shall be conducted in accordance with the Second Addendum to This Deed of Trust.

The Company shall furnish the Trustee – as long as the Bonds have not been fully repaid (immediate reports through the Securities Authority’s MAGNA System shall be deemed to have been delivered to the Trustee) – with the following:

The Bonds are exclusively subject to the provisions of Israeli law. In any matter not referenced in this Deed of Trust and in any case of conflict between the provisions of law that cannot be made conditional and the provisions of this Deed of Trust, the parties shall act solely in accordance with the provisions of Israeli law that cannot be made conditional. In case of any conflict between the provisions described in the Prospectus in connection with this Deed of Trust and/or the Bonds, the provisions of this Deed of Trust will prevail.

The only court authorized to discuss matters related to this Deed and the Bond attached to it as an appendix shall be the competent court in Tel Aviv-Jaffa.

Without detracting from the other provisions of This Deed of Trust and the Bond, any waiver, extension, assumption, stoppage, avoidance of action (“Waiver”) on the part of Trustee regarding the non-existence or partial existence or incorrect existence of any undertaking to Trustee under This Deed of Trust and the Bond, it shall not be deemed a Waiver by Trustee of any right but as a limited consent to the special circumstance in which it was granted. Without detracting from the other provisions of This Deed of Trust and the Bond, any change in the undertakings to the Trustee, including Waivers, requires the Trustee’s prior written consent in accordance with the provisions of the Deed. Any other agreement, whether verbal or by way of Waiver and avoidance of action or in any other way that is not in writing, shall not be deemed an agreement in any way. The rights of Trustee according to this agreement are independent and unrelated to each other, and are an addition to any right of Trustee that exists and/or that may exist by law and/or agreement (including This Deed of Trust and the Bond).

The addresses of the parties shall be as specified in the preamble to This Deed of Trust or any other address for which appropriate written notice shall be issued to the other party.

Subject to the provisions of applicable law and the limitations that govern the Trustee under applicable law, the performance of the Trustee’s duties under This Deed of Trust or on account of their position as Trustee shall not preclude it from entering into various contracts with the Company or engaging in transactions therewith in its normal course of business.

By signing This Deed of Trust, the Trustee authorizes each of the Signatory Authorizers of the Company to report its entry into and signing This Deed of Trust through MAGNA.

In witness whereof, the parties hereto set their hands:

I, the undersigned, Adv. ________, hereby certify that This Deed of Trust has been signed by ____________ and __________ and their signature is binding on Arbe Robotics Ltd. in connection with This Deed of Trust.

________________________

 Adv. _____________

Arbe Robotics Ltd.

Convertible Bond Certificate (Series A) (hereinafter: the “Bond”)

Registered Bond

Number: 1

Par value of this certificate: NIS ________

Registered holder of this Bond: Nominee Company of the Tel Aviv Stock Exchange Ltd.

Signed with the Company’s seal on _____

________________________________

Arbe Robotics Ltd

Terms listed overleaf

The terms listed below in this Bond shall have the meaning ascribed to them below, unless expressly stated otherwise:

This is to certify that Arbe Robotics Ltd. (the “Company”) will pay the par value of this Bond by way of a single installment – to be paid on May 30, 2028 – and all subject to the terms listed below and in the Deed of Trust.

In the event that the debenture certificate is worn, lost or destroyed, the Company may issue a new debenture certificate in its place, and this under the same terms in relation to proof, indemnification and covering of reasonable expenses incurred by the Company for ascertaining the right of ownership in the debentures, as the Company deems fit, provided that in the event of wear, the worn debenture certificate is returned to the Company prior to the issuance of a new certificate. Levies as well as other expenses entailed in the issuance of the new certificate, if incurred, shall apply to the person who seeks said certificate.

Section 15 of the Deed of Trust includes provisions that govern any failure to pay for reasons that lie beyond the Company’s control.

Section 29 of the Deed of Trust includes provisions that govern the Register of Bondholders.

The Conversion Date will be deemed the day on which the Conversion Notice that fulfills all of the aforementioned conditions reaches the Company’s registered office (if directly furnished to the Company by an Applicant who is a registered Bondholder), or the day on which the Stock Exchange Clearing House is deemed to have received a Bond Conversion Notice from a Stock Exchange Member (if furnished through Stock Exchange Members for an Applicant who is not a registered Bondholder) (hereinafter: the “Conversion Date”). If the Applicant has not fulfilled all of the Bond conversion conditions, the Conversion Notice will be deemed void, and the bonds certificates attached to the notice will be returned to the Applicant.

From the offering of the Bonds (Series A) to the last date on which the conversion rights attached to the Bonds (Series A) may be exercised, the following provisions shall apply to Bonds whose conversion right has not yet been exercised:

If the Company distributes Bonus Shares to Ordinary Shareholders, the rights of the Bondholders will be retained such that the number of shares arising from the conversion – to which the Bondholder will be entitled upon conversion – will increase or decrease by the number of shares of the same class that the Bondholder would have been entitled to as Bonus Shares if it had converted the Bond by the last trading day before the ex-day. The aforementioned Bondholder will not be entitled to any fraction of a Bonus Share as stated above. However, all of the Bonus Share fractions created upon the Bonus Shares’ distribution, if created, will be sold by the Company on the Stock Exchange within 30 days of the these surpluses becoming whole bonus shares whose quantity is reasonable in terms of selling them on the Stock Exchange, given the costs that this entails, and the net proceeds after selling expenses, fees and other levies, if any apply, will be paid to those eligible for it according to their prorated share within 15 days of that sale.

This adjustment method may not be modified. In the framework of an immediate report, the Company will announce the adjusted conversion rate prior to the commencement of trade on the date on which the shares are (“ex-bonus date”).

If – by way of rights offering – the Company’s shareholders are offered rights to purchase any securities, the number of shares resulting from the conversion of the Bonds will be adjusted according to the conversion component of the rights, as reflected by the ratio of the closing rate of the shares on the stock exchange on the last trading day before the ex-day to the basic price of the share (ex-rights).

This adjustment method may not be modified. In the framework of an immediate report, the Company will announce the adjusted conversion rate prior to the commencement of trade on the date on which the shares are (“ex rights date”).

If, in the period of time in which the Conversion Right that applies to convertible bonds applies – the Company distributes a dividend, the conversion rate will be multiplied by the ratio of the base rate (ex-dividend) to the closing rate of the shares on the stock exchange on the last trading day before the ex-dividend day.

This adjustment method may not be modified. In the framework of an immediate report, the Company will announce the adjusted conversion rate prior to the commencement of trade on the date on which the shares are (“ex-dividend date”).

As of the Bonds’ (Series A) offering – and as long the bonds offered pursuant to the Prospectus or Shelf Offering Report have yet to be converted or repaid, the Conversion Right attached to which can be exercised – the following provisions shall apply:

In addition, the Company shall send – within three weeks of and not earlier than four weeks before the end of the Conversion Period – a written notice to all registered Bondholders (Series A) of the Conversion Deadline of the Bonds (Series A) as stated, indicating that, after said deadline, the rights will be null and void. Said notice will indicate the conversion rate and the number of conversion shares to which the debenture holder (Series A) will be entitled upon conversion during that time period.

In this case, the Bondholder (Series A) shall be entitled to a payment equal to the amount that would have been payable to it upon liquidation had it been a shareholder pursuant to the exercise of the Conversion Right attached to them prior to the resolution to liquidate, less an amount equal to the interest paid on the Bonds (Series A) on or after the date of the resolution (to the exclusion of interest whose due date is prior to the resolution, even if it is paid on or after the date of the resolution), and the holder of the convertible bonds will not be entitled to any payment thereunder whose due date falls after the date of the resolution.

Under the Stock Exchange Regulations and Guidelines:

The by-laws of the Stock Exchange Clearing House will apply to the exercise of the right to convert bonds into Company Shares as in effect upon actual conversion. The by-laws of the Stock Exchange Clearing House as they are known upon the offering date are as follows:

Such dates as: conversion deadlines, due payment dates and conversion application deadlines (jointly hereinafter: “Dates”), were prescribed, inter alia, in accordance with the Stock Exchange Regulations, the Guidelines promulgated thereunder, and the By-laws of the Stock Exchange Clearing House (hereinafter: the “Stock Exchange Provisions”) in effect on the publication date of the Deed of Trust. The Stock Exchange Provisions may change from time to time, and, inter alia, may be subject to various restrictions with respect to the Dates specified in the Shelf Offering Report and/or Deed of Trust, including under the conditions listed below. If the Stock Exchange Provisions are amended with respect to the Dates, such changes will also apply to the Bonds, unless otherwise prescribed by the Stock Exchange and/or Stock Exchange Clearing House.

As of the initial allotment of the Bonds (Series A), the Bonds will not be secured by any collateral, to the exclusion of that described in Section 7 of the Deed of Trust.

For more information about early bond redemption (by the Stock Exchange), see Section 8 of the Deed of Trust.

For more information, see Section 5 of the Deed of Trust.

For more information, see Section 6.3 of the Deed of Trust.

No change, waiver and/or settlement that pertains to Bond terms and the rights arising therefrom will be in force, unless made in accordance with the provisions of Section 28 of the Deed of Trust.

Section 16 of the Deed of Trust will apply to this matter.

The courts of Tel Aviv-Jaffa shall have unique and exclusive jurisdiction over any dispute that relates to the Bonds, the Deed of Trust and the agreements that govern the Bonds’ allotment, and they shall be exclusively governed by the laws of the State of Israel.

Section 27 of the Deed of Trust will govern the matter of notices.

Arbe Robotics Ltd. (the “Company”)

Second Addendum

Bondholder Meetings (Series A)

Subject to the provisions of the Securities Law and This Deed of Trust, the convening, conduct and various terms that pertain to Bondholder (Series A) Meetings shall be as follows:

It is clarified that the demand for indemnification by the Trustee will not affect the convening of a meeting which was summoned for the purpose of taking action intended to prevent damage to the rights of the debenture holders, and such indemnification requirement shall not detract from the Company’s obligation to bear the expenses associated with the summoning of the meeting.

Failure to meet the terms that govern Bondholder Meetings

Notice of Bondholder Meeting

The Effective Date of Bond Ownership and the Conduct of Bondholder Meetings

Resolutions

The Chairperson of the meeting may decide that votes shall be effected by means of proxy statements or votes during the meeting. In the event that the Chairperson determines that the vote will be effected means of a proxy statement, The Trustee will cause the proxy statement’s form to be distributed to the holders, and shall determine the time at which the voting ends, by which holders are to furnish the Trustee with their duly filled out and signed proxy statements. The Trustee may require holders to state – in their proxy statement – whether they have or lack a conflict of interest. A holder who does not complete the proxy statement and/or prove its entitlement to participate and vote at the meeting pursuant to the provisions of the second addendum shall be deemed as having failed to submit a proxy statement, and thus as having decided not to vote on the items(s) referenced in the proxy statement. A holder who declares that it has a conflict of interest shall be deemed as having instructed the Trustee not to count their vote (but they will be included for the purposes of legal quorum). A duly completed and signed ballot paper in which the holder indicated the manner of its vote, which was received by Trustee by the deadline set, shall be deemed as attendance at the meeting for the purpose satisfying the legal quorum at said meeting as stated in Section 20 above.

In the case of joint bondholders, only the vote of the holder that is listed first in the register will be considered.

Bondholders may partially exercise their voting rights to vote for or against a proposed resolution, or abstain from a vote with respect to each proposed resolution, and at their discretion.

A vote effected made in accordance with the terms specified in the proxy letter will remain in force even if: (1) the appointer has passed away or declared legally incompetent; or (2) after the vote, the letter of appointment is cancelled; or (3) after a vote, the bond under which the vote was cast is transferred, unless a written notice of the appointer’s death, legal incompetence or the aforementioned cancellation or transfer is received at the Company’s registered office or any other address prescribed by the Company or Trustee before the meeting or vote.

Communications with Bondholders

Appendix 9.2.10 - Urgent Delegation – Bondholders (Series A)

Appendix A - Non-disclosure Agreement

______________

To:

Arbe Robotics Ltd.

Dear Sir/Madam,

Re: Non-disclosure Undertaking

Notwithstanding the foregoing, I may (a) provide conclusions and assessments that are based on the Confidential Information to the Bondholders (Series A) (including its presentation at Bondholder Meetings for the purpose of making decisions that pertain to their rights), provided that the reliance on said information is limited to the minimum extent and scope required to comply with legal requirements and that notice is furnished to the Company in connection therewith a reasonable time in advance, insofar as this does not derogate from the rights of the Bondholders, so as to give the Company a reasonable amount of time to petition the courts and prevent the disclosure of said conclusions and assessments; (b) disclose confidential Information, should I be required to do so under applicable law or at the request of a competent authority and/or pursuant to a judicial order, provided that said disclosure is limited to the minimum extent and scope required to comply with legal requirements, and I will coordinate with you in advance – to the extent possible and permissible and provided this will not prejudice the rights of the bondholders – the content and timing of the disclosure so as to give you a reasonable amount of time to defend yourselves against such a demand.

For the purposes of this undertaking, the term “Documents” shall be construed to include any means of storing information of any kind, including, without derogating from the generality of the foregoing, any physical, mechanical, magnetic, electronic, optical and/or electro-optical storage.

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