REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 26th, 2023 • Nukkleus Inc. • Services-management consulting services • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [_____] day of [____], 2023, by and among Nukkleus, Inc. (formerly known as Brilliant Acquisition Corporation), a Delaware corporation (the “Company,” and such entity prior to the consummation of the Business Combination (as defined below), “Legacy Brilliant”), the equityholders designated as Legacy Company Equityholders on Schedule A hereto (collectively, the “Legacy Company Equityholders”), and the equityholders designated as Legacy Brilliant Equityholders on Schedule B hereto (collectively, the “Legacy Brilliant Equityholders” and, together with the Legacy Company Equityholders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.3 of this Agreement, each an “Investor” and collectively, the “Investors”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 19th, 2022 • Nukkleus Inc. • Services-management consulting services • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 17, 2022, is by and between White Lion Capital, LLC, a Nevada limited liability company (the “Investor”), and Nukkleus Inc., a Delaware corporation (the “Company”).
COMMON STOCK PURCHASE AGREEMENT Dated as of May 17, 2022 by and between Nukkleus Inc. andCommon Stock Purchase Agreement • May 19th, 2022 • Nukkleus Inc. • Services-management consulting services • New York
This COMMON STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of May 17, 2022 (the “Execution Date”), by and between White Lion Capital, LLC, a Nevada limited liability company (the “Investor”), and Nukkleus Inc., a Delaware corporation (the “Company”).
AGREEMENT AND PLAN OF MERGER datedMerger Agreement • February 23rd, 2022 • Nukkleus Inc. • Services-management consulting services • New York
This AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of February 22, 2022 (the “Signing Date”), by and among Brilliant Acquisition Corporation, a British Virgin Islands company (the “SPAC”), Nukkleus Inc., a Delaware corporation (the “Company”).
AMENDED AND RESTATED COMPANY STOCKHOLDER SUPPORT AGREEMENTCompany Stockholder Support Agreement • June 26th, 2023 • Nukkleus Inc. • Services-management consulting services
This COMPANY STOCKHOLDER SUPPORT AGREEMENT, dated as of June __, 2023 (this “Support Agreement”), is entered into by and among the stockholder named on the signature page hereto (the “Stockholder”), Nukkleus Inc., a Delaware corporation (the “Company”), and Brilliant Acquisition Corporation, a British Virgin Islands company (“Brilliant”). Capitalized terms used but not defined in this Support Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
LOCK-UP AGREEMENTLock-Up Agreement • June 26th, 2023 • Nukkleus Inc. • Services-management consulting services
THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of [__], 2023 by and between the undersigned stockholder (the “Holder”) and Nukkleus, Inc., a Delaware corporation (formerly known as Brilliant Acquisition Corporation) (the “Company”).
GLOBAL SERVICE AGREEMENTGlobal Service Agreement • October 25th, 2016 • Nukkleus Inc. • Services-management consulting services
This global service agreement ( the “Agreement”) is entered into by and between Nukkleus Limited, a private limited Bermuda company (“Nukk”) and FML Malta, Ltd, a private limited liability company organized pursuant to the laws of Malta with its principal place of business located at K2, First Floor, Forni Complex, Valletta Waterfront, Floriana, FRN 1913, Malta, (“FML”) (hereinafter, Nukk and FML may collectively be referred to as the Parties or individually as a Party) this 24th day of May, 2016. The purpose of the Agreement is to set forth the rights and obligations of the Parties in a Global Service Agreement whereby Nukk shall provide proprietary financial technology and supplemental brokerage service solutions to FML, which in turn provides related to services to third parties and FML shall purchase such services, including but not limited to technical support, data entry support, customer support, and new accounts support (the “Support”). Now therefore, for good and valuable cons
GLOBAL SERVICE AGREEMENTGlobal Service Agreement • August 16th, 2016 • Nukkleus Inc. • Services-management consulting services • New York
This global service agreement ( the “Agreement”) is entered into by and between Nukkleus Limited, a private limited Bermuda company (“Nukk”) and FXDirectDealer, LLC, a private limited liability company organized pursuant to the laws of the state of Delaware with its principal place of business located at Newport Towers, 525 Washington Blvd., Jersey City, NJ 07310 (“FXDD”) (hereinafter, Nukk and FXDD may collectively be referred to as the Parties or individually as a Party) this 24th day of May, 2016. The purpose of the Agreement is to set forth the rights and obligations of the Parties in a Global Service Agreement whereby Nukk shall provide proprietary financial technology and supplemental brokerage service solutions to third parties and FXDD shall provide specific employee services, including but not limited to technical support, data entry support, customer support, and new accounts support (the “Support”). Now therefore, for good and valuable consideration, the sufficiency and rece
AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF MERGER January 20, 2023Agreement and Plan of Merger • January 26th, 2023 • Nukkleus Inc. • Services-management consulting services
THIS AMENDMENT NO. 3 to the Agreement and Plan of Merger (as amended prior to the date hereof, the “Merger Agreement”), dated as of February 22, 2022, by and among Nukkleus Inc., a Delaware corporation (the “Company”), Brilliant Acquisition Corporation, a British Virgin Islands company (the “SPAC”) and NB Merger Sub, Inc., a British Virgin Islands company, is effective as of this 20 day of January, 2023 (this “Amendment”). Capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Merger Agreement.
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER September 28, 2022Agreement and Plan of Merger • September 29th, 2022 • Nukkleus Inc. • Services-management consulting services
THIS AMENDMENT NO. 2 to the Agreement and Plan of Merger, dated as of February 22, 2022, as amended by Amendment No. 1 to the Merger Agreement, dated as of September 21, 2022 (as amended, the “Merger Agreement”), by and among Nukkleus Inc., a Delaware corporation (the “Company”), Brilliant Acquisition Corporation, a British Virgin Islands company (the “SPAC”) and NB Merger Sub, Inc., a British Virgin Islands company , is effective as of this 28th day of September, 2022 (this “Amendment”). Capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Merger Agreement.
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER datedAgreement and Plan of Merger • June 26th, 2023 • Nukkleus Inc. • Services-management consulting services • New York
This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of June 23, 2023 (the “Signing Date”), by and among Brilliant Acquisition Corporation, a British Virgin Islands company (the “SPAC”), Nukkleus Inc., a Delaware corporation (the “Company”), and BRIL Merger Sub, Inc., a Delaware corporation (“Merger Sub”).
SETTLEMENT AGREEMENT AND MUTUAL RELEASESettlement Agreement • December 5th, 2017 • Nukkleus Inc. • Services-management consulting services • New York
This Settlement Agreement and Mutual Release (Agreement) November 17, 2017, is entered into by and among Nukkleus Inc., a Delaware corporation (Nukkleus), IBIH Limited, a British Virgin Island limited company (Company), Terra (FX) Offshore Limited, a British Virgin Island limited company (TFL), Ludico Investments Limited, a British Virgin Island limited company (LID), Currency Mountain Holdings LLC, a Delaware limited liability company and each other Person that signed the Stock Purchase Agreement dated as of May 27, 2016 as explained further herein below (collectively referred as the “Parties”).
GLOBAL SERVICE AGREEMENTGlobal Service Agreement • May 31st, 2016 • Nukkleus Inc. • Services-management consulting services • New York
This global service agreement ( the “Agreement”) is entered into by and between Nukkleus Limited, a private limited Bermuda company (“Nukk”) and FXDD Trading Limited, a private limited Bermuda company (“FXDD”) (sometimes hereinafter, Nukk and FXDD may collectively be referred to as the Parties or individually as a Party) this 24th day of May, 2016. The purpose of the Agreement is to set forth the rights and obligations of the Parties in a Global Service Agreement whereby FXDD shall on-board clients for trading accounts (the “Account”) and Nukk shall provide specific support (the “Support”) to FXDD, including but not limited to technical support, software solutions, customer support, and new accounts support as part of FXDD’s brokerage business. Now therefore, for good and valuable consideration the sufficiency and receipt of which is hereby acknowledged, the Parties agree as further set forth below.
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER September 21, 2022Agreement and Plan of Merger • September 22nd, 2022 • Nukkleus Inc. • Services-management consulting services
THIS AMENDMENT NO. 1 to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of February 22, 2022, by and among Nukkleus Inc., a Delaware corporation (the “Company”), Brilliant Acquisition Corporation, a British Virgin Islands company (the “SPAC”) and NB Merger Sub, Inc., a British Virgin Islands company , is effective as of this 21st day of September, 2022 (this “Amendment”). Capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Merger Agreement.
NUKKLEUS INC.Asset Purchase Agreement • June 3rd, 2016 • Nukkleus Inc. • Services-management consulting services
Reference is hereby made to the Agreement. It is hereby agreed to by the parties that Section 2.3 of the Agreement shall be amended and restated to state the following:
Ocean Cross Business Solutions Group LLCConsulting Agreement • January 16th, 2014 • Compliance & Risk Management Solutions Inc. • Services-management consulting services
Purchase and Sale Agreement By and between Nukkleus, Inc. And Michael Stephen Greenacre; Nicholas Aaron Gregory; Jamal Khurshid; Travers David Lee; Azam Shah; Craig Iain Vallis; Bertram Bartholomew Worsley; and Oliver James Worsley Dated as of May 24,...Purchase and Sale Agreement • May 28th, 2021 • Nukkleus Inc. • Services-management consulting services • England and Wales
STOCK REDEMPTION AGREEMENTStock Redemption Agreement • February 13th, 2018 • Nukkleus Inc. • Services-management consulting services • New York
This Stock Redemption Agreement (this “Agreement”) is made effective as of February 13, 2018 (the “Effective Date”), by and between Currency Mountain Holdings Bermuda, Limited (“Currency Mountain”) and Nukkleus Inc., a Delaware corporation (the “Corporation”).
AMENDMENT TO THE GLOBAL SERVICE AGREEMENTGlobal Service Agreement • October 19th, 2017 • Nukkleus Inc. • Services-management consulting services
This Amendment to the Global Service Agreement (the “Original Agreement”) dated May 24, 2017 between Nukkleus Limited, a private limited Bermuda company (“Nukk”) and FXDirectDealer, LLC a limited liability company organized under the laws of the State of Delaware (“FXDD”) is entered this 17th day of October 2017 with an effective date of October 1, 2017. All defined terms not defined herein shall have the meaning as set forth in the Original Agreement.
STOCK PURCHASE AGREEMENT Dated as of May 27, 2016 Among Nukkleus Inc., IBIH Limited, Terra (FX) Offshore Limited, Ludico Investments Limited, Currency Mountain Holdings LLC and The Other Sellers Party Hereto. STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 3rd, 2016 • Nukkleus Inc. • Services-management consulting services • New York
This Stock Purchase Agreement dated as of May 27, 2016 (as amended or otherwise modified, the “Agreement”) is among Nukkleus Inc., a Delaware corporation (the “Buyer”), IBIH Limited, a British Virgin Island limited company (the “Company”), Terra (FX) Offshore Limited, a British Virgin Island limited company, and Ludico Investments Limited, a British Virgin Island limited company (collectively, the “Principal Shareholders”), Currency Mountain Holdings LLC, a Delaware limited liability company (the “Currency Mountain Indemnitor”) and each other Person that has signed this Agreement as a “Seller” (collectively, the “Sellers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 3rd, 2016 • Nukkleus Inc. • Services-management consulting services • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 3, 2016, among Nukkleus Inc., a Delaware corporation (the “Company”), and the purchaser identified on the signature page hereto (the “Purchaser”); and
Re: General Services Agreement - CorrectionGeneral Services Agreement • December 27th, 2017 • Nukkleus Inc. • Services-management consulting services
On May 24, 2016, Nukkleus Limited (the “Subsidiary”) entered into a General Services Agreement to provide its software, technology, customer sales and marketing and risk management technology hardware and software solutions package to FML Malta, Ltd. (“FML Malta”), a private limited liability company formed under the laws of Malta. The General Services Agreement entered with FML Malta provided that FML Malta will pay the Subsidiary at minimum $2,000,000 per month.
AMENDMENT NO. 1 TO THE GLOBAL SERVICE AGREEMENTGlobal Service Agreement • June 3rd, 2016 • Nukkleus Inc. • Services-management consulting services
This Amendment No. 1 to the Global Service Agreement ( the “Original Agreement”) dated May 24th, 2016 between Nukkleus Limited, a private limited Bermuda company (“Nukk”) and FXDD Trading Limited, a private limited Bermuda company (“FXDD”) is entered this 3rd day of June 2016. All defined terms not defined herein shall have the meaning as set forth in the Original Agreement.
AMENDMENT TO THE GLOBAL SERVICE AGREEMENTGlobal Service Agreement • October 19th, 2017 • Nukkleus Inc. • Services-management consulting services
This Amendment to the Global Service Agreement (the “Original Agreement”) dated May 24, 2017 between Nukkleus Limited, a private limited Bermuda company (“Nukk”) and FML Malta, Ltd., a limited liability company organized under the laws of Malta (“FML”) is entered this 17th day of October 2017 with an effective date of October 1, 2017. All defined terms not defined herein shall have the meaning as set forth in the Original Agreement.
RE: Employment Agreement Dear Mr Neuert:Employment Agreement • December 4th, 2013 • Compliance & Risk Management Solutions Inc.
We are pleased to offer Christopher Neuert (“You”) the following employment agreement (hereinafter referred to as the “Agreement”) with Compliance & Risk Management Solutions Inc. (hereinafter referred to as “the Company”) under the terms and conditions outline below.
STOCK OPTION EXERCISE AGREEMENTStock Option Exercise Agreement • September 2nd, 2021 • Nukkleus Inc. • Services-management consulting services • England and Wales
This Stock Option Exercise Agreement (the “Exercise Agreement”) is made and entered on this 30th day of August, 2021 by and between Michael Stephen Greenacre, Nicholas Aaron Gregory, Jamal Khurshid, Travers David Lee, Azam Shah, Craig Iain Vallis, Bertram Bartholomew Worsley, and Oliver James Worsley, each, an individual (individually hereinafter “Seller”, and collectively the “Sellers”) and Nukkleus, Inc., a Delaware corporation (the “Buyer” or “Nukk”). The Sellers and Buyer may be hereinafter referred to individually as a “Party” or collectively as the “Parties”. Capitalized terms not defined herein shall have the meanings ascribed to them in the Parties’ Purchase and Sale Agreement, which was duly executed on May 24, 2021 (“Purchase and Sale Agreement”).
August 1, 2013 Compliance & Risk Management Solutions IncConsulting Agreement • December 4th, 2013 • Compliance & Risk Management Solutions Inc. • Connecticut
AMENDMENT TO THE GLOBAL SERVICE AGREEMENTGlobal Service Agreement • August 14th, 2023 • Nukkleus Inc. • Services-management consulting services
This Amendment, to the Global Service Agreement dated May 24, 2016 between Nukkleus Limited, a private limited Bermuda company (“Nukk”) and FXDirectDealer, LLC, a limited liability company organized under the laws of the State of Delaware (“FXDD”) (the “Original Agreement”), which was amended on October 17, 2017, is entered this 24th day of April 2023. All defined terms not defined herein shall have the meaning as set forth in the Original Agreement.
MERGER AND SHARE EXCHANGE AGREEMENT 22nd May, 2015 by and among Compliance & Risk Management Solutions Inc., a Delaware corporation, As “the Surviving Entity” NUKKLEUS INC., a Nevada corporation, as “Merging the Company”Merger Agreement • May 26th, 2015 • Compliance & Risk Management Solutions Inc. • Services-management consulting services • Delaware
This MERGER AND SHARE EXCHANGE AGREEMENT (the “Agreement”), dated as of March 25, 2015 (the “Signing Date”), by and among Compliance & Risk Management Solutions Inc., a Delaware corporation (the “Surviving Entity”), CSA Acquisition Subsidiary, LLC, a Nevada corporation and a wholly owned subsidiary of Surviving Entity (the “Acquisition Subsidiary”), and NUKKLEUS INC., a Nevada corporation (the “Company”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 31st, 2016 • Nukkleus Inc. • Services-management consulting services • New York
NUKKLEUS INC.Stock Purchase Agreement • June 3rd, 2016 • Nukkleus Inc. • Services-management consulting services
Re: Stock Purchase Agreement (the “Agreement”) dated May 27, 2016 between Nukkleus Inc., IBIH Limited, Terra (FX) Offshore Limited, Ludico Investments Limited, Currency Mountain Holdings LLC and the Other Sellers Party Hereto
