BRILLIANT ACQUISITION CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • June 5th, 2020 • Brilliant Acquisition Corp • Blank checks • New York
Brilliant Acquisition Corporation, a British Virgin Islands company (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 26th, 2023 • Brilliant Acquisition Corp • Blank checks • 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”).
WARRANT AGREEMENTWarrant Agreement • June 29th, 2020 • Brilliant Acquisition Corp • Blank checks • New York
This agreement is made as of June 23, 2020 between Brilliant Acquisition Corporation, a British Virgin Islands company, with offices at 99 Dan Ba Road, C-9, Putuo District, Shanghai, People’s Republic of China 200062 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New York 10004 (“Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 29th, 2020 • Brilliant Acquisition Corp • Blank checks • New York
This Agreement is made as of June 23, 2020 by and between Brilliant Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
Brilliant Acquisition Corporation Putuo District, Shanghai People’s Republic of China 200062 Tel: (86) 021-80125497 EarlyBirdCapital, Inc. New York, NY 10017Underwriting Agreement • June 5th, 2020 • Brilliant Acquisition Corp • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Brilliant Acquisition Corporation, a British Virgin Islands company (the “Company”), and EarlyBirdCapital, Inc. as representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s ordinary shares, no par value per share (the “Ordinary Shares”), one right entitling the holder to 1/10 of one Ordinary Share (“Right”), and one warrant, each whole warrant exercisable for one Ordinary Share (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 14 hereof.
EARLYBIRDCAPITAL, INC. New York, New York 10017 June 23, 2020Advisory Agreement • June 29th, 2020 • Brilliant Acquisition Corp • Blank checks • New York
This is to confirm our agreement (this “Agreement”) whereby Brilliant Acquisition Corporation, a British Virgin Islands company (“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with the Company merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333- 237153) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
RIGHT AGREEMENTRight Agreement • June 29th, 2020 • Brilliant Acquisition Corp • Blank checks • New York
This Right Agreement (this “Agreement”) is made as of June 23, 2020 between Brilliant Acquisition Corporation, a British Virgin Islands Company, with offices at 99 Dan Ba Road, C-9 Putuo District, Shanghai, China 200062 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, 30th Floor, New York, NY 10004-1561 (“Rights Agent”).
Brilliant Acquisition Corporation Commerce House, Wickhams Cay I, P.O.Box 3140 Road Town, Tortola, British Virgin Island, VG1110Securities Purchase Agreement • June 5th, 2020 • Brilliant Acquisition Corp • Blank checks • Virgin Islands
We are pleased to accept the offer you, Mitchell D. Cariaga, our independent director (the “Subscriber”) have made to purchase an aggregate of 2,000 ordinary shares (the “Shares”) of no par value per share (the “Ordinary Shares”) of Brilliant Acquisition Corporation, a British Virgin Islands company (the ‘Company’). The terms on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
AGREEMENT AND PLAN OF MERGER datedMerger Agreement • February 23rd, 2022 • Brilliant Acquisition Corp • Blank checks • 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 • Brilliant Acquisition Corp • Blank checks
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 • Brilliant Acquisition Corp • Blank checks
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 • July 12th, 2024 • 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 • July 12th, 2024 • 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 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
June 26, 2020 Brilliant Acquisition Corporation Putuo District, Shanghai People’s Republic of China 200062 Tel: (86) 021-80125497 EarlyBirdCapital, Inc. New York, NY 10017Underwriting Agreement • June 29th, 2020 • Brilliant Acquisition Corp • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Brilliant Acquisition Corporation, a British Virgin Islands company (the “Company”), and EarlyBirdCapital, Inc. as representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s ordinary shares, no par value per share (the “Ordinary Shares”), one right entitling the holder to 1/10 of one Ordinary Share (“Right”), and one warrant, each whole warrant exercisable for one Ordinary Share (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 14 hereof.
AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF MERGER January 20, 2023Agreement and Plan of Merger • January 25th, 2023 • Brilliant Acquisition Corp • Blank checks
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 20th 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 • Brilliant Acquisition Corp • Blank checks
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 dated June 23, 2023 by and among Nukkleus Inc., a Delaware corporation (the “Company”), Brilliant Acquisition Corporation, a British Virgin Islands company (the “SPAC”), and BRIL Merger Sub, Inc., a...Agreement and Plan of Merger • June 26th, 2023 • Brilliant Acquisition Corp • Blank checks • 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”).
ContractPromissory Note • August 23rd, 2023 • Brilliant Acquisition Corp • Services-management consulting services
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 29th, 2020 • Brilliant Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the day of June 23, 2020, by and among BRILLIANT ACQUISITION CORPORATION, a British Virgin Islands Company (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
BRILLIANT ACQUISITIONOffice Space and Administrative Services Agreement • June 5th, 2020 • Brilliant Acquisition Corp • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Brilliant Acquisition Corporation (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Nisun Investment Holding Limited (“Nisun”) shall make available to the Company certain office space and administrative and support services as may be required by the Company from time to time, situated at 99 Dan Ba Road, C-9 Putuo District, Shanghai, Peoples, Republic of China 200062, (or any successor location) in return for the indirect benefit of supporting the business of the Company as one of its shareholders.
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER September 21, 2022Agreement and Plan of Merger • September 22nd, 2022 • Brilliant Acquisition Corp • Blank checks
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.
VOTING AGREEMENTVoting Agreement • June 17th, 2024 • Nukkleus Inc. • Services-management consulting services • New Jersey
This Voting Agreement, dated as of the date first set forth above (this “Agreement”), is entered into by and between X Group Fund of Funds, a Michigan limited partnership (“Buyer”), Nukkleus Inc., a Delaware corporation (the “Company”), and the shareholder of the Company whose name appears on the signature pages of this Agreement (“Company Shareholder”). Buyer, the Company and the Company Shareholder may be referred to herein individually as a “Party” and collectively as the “Parties”.
AMENDMENT NO. 1 TO THE GLOBAL SERVICE AGREEMENTGlobal Service Agreement • July 12th, 2024 • 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.
UNIT PURCHASE AGREEMENT BETWEEN THE REGISTRANT AND NISUN INVESTMENT HOLDING LIMITEDUnit Purchase Agreement • June 29th, 2020 • Brilliant Acquisition Corp • Blank checks
Brilliant Acquisition Corporation ( “Company”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (“Securities Act”), in connection with its initial public offering (“IPO”). The Company currently anticipates selling units in the IPO, each comprised of one ordinary share, no par value per share of the Company (“Ordinary Shares”), one right entitling its holder to 1/10 of an ordinary share of the Company (“Rights”), and one warrant (“Warrant”), each whole Warrant to purchase one Ordinary Share.
AMENDMENT TO THE GLOBAL SERVICE AGREEMENTGlobal Service Agreement • July 12th, 2024 • 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.
SETTLEMENT AGREEMENT AND STIPULATIONSettlement Agreement • June 4th, 2024 • Nukkleus Inc. • Services-management consulting services • Florida
THIS SETTLEMENT AGREEMENT and STIPULATION is dated as of May 28th, 2024 (the “Settlement Date”) by and between Nukkleus Inc. (“NUKK” or the “Company”), a corporation formed under the laws of the State of Delaware, and Silverback Capital Corporation, (“SCC”), a Delaware Corporation.
AMENDMENT NO. 1 TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER November 1, 2023Amendment No. 1 to Amended and Restated Agreement and Plan of Merger • November 2nd, 2023 • Brilliant Acquisition Corp • Services-management consulting services
THIS AMENDMENT NO. 1 (this “Amendment”) to the Amended and Restated Agreement and Plan of Merger (the “Merger Agreement”), dated as of June 23, 2023, by and among Nukkleus Inc., a Delaware corporation (the “Company”), Brilliant Acquisition Corporation, a British Virgin Islands company (the “SPAC”) and BRIL Merger Sub, Inc., a Delaware corporation (“Merger Sub”), is effective as of the date first written above. Capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Merger Agreement.
Re: General Services Agreement - CorrectionGeneral Services Agreement • July 12th, 2024 • 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.
Nukkleus Inc. Jersey City, New Jersey 07310 November 14, 2024Conversion Agreement • November 15th, 2024 • Nukkleus Inc. • Services-management consulting services
RESTRUCTURING AGREEMENTRestructuring Agreement • June 17th, 2024 • Nukkleus Inc. • Services-management consulting services
This RESTRUCTURING AGREEMENT (this “Agreement”) dated as of June 11, 2024 (the “Effective Date”) is entered into by and among Nukkleus Inc., a Delaware corporation (“Nukk”) and X Group Fund of Funds, a Michigan limited partnership (“X Group” and together with Nukk the “Parties”).
BRILLIANT ACQUISITIONOffice Space and Administrative Services Agreement • June 29th, 2020 • Brilliant Acquisition Corp • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Brilliant Acquisition Corporation (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Nisun Investment Holding Limited (“Nisun”) shall make available to the Company certain office space and administrative and support services as may be required by the Company from time to time, situated at 99 Dan Ba Road, C-9 Putuo District, Shanghai, Peoples, Republic of China 200062, (or any successor location) in return for the indirect benefit of supporting the business of the Company as one of its shareholders.
NUMBER _________ (SEE REVERSE SIDE FOR LEGEND) THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW WARRANTSWarrant Agreement • June 5th, 2020 • Brilliant Acquisition Corp • Blank checks • New York
is the registered holder of a warrant or warrants (the “Warrant”), expiring at 5:00 p.m., New York City time, on the five year anniversary of the completion by Brilliant Acquisition Corporation, a British Virgin Islands company (the “Company”), of an acquisition, share exchange, share reconstruction and amalgamation, contractual control arrangement or other similar business combination with one or more businesses or entities (a “Business Combination”), to purchase one fully paid and non-assessable ordinary share, no par value (“Shares”), of the Company for each Warrant evidenced by this Warrant Certificate. The Warrant entitles the holder thereof to purchase from the Company, commencing on the later of (a) one year from the date of the final prospectus relating to the Company’s initial public offering and (b) the Company’s completion of a Business Combination, such number of Shares of the Company at the price of $11.50 per share, upon surrender of this Warrant Certificate and payment o
BRILLIANT ACQUISITION CORPORATIONBusiness Combination Marketing Agreement • June 17th, 2022 • Brilliant Acquisition Corp • Blank checks
Reference is made to the business combination marketing agreement dated as of June 23, 2020 (the “Agreement”), by and between Brilliant Acquisition Corporation (“Brilliant”) and EarlyBirdCapital, Inc. (“EBC”).
Release AgreementRelease Agreement • October 4th, 2024 • Nukkleus Inc. • Services-management consulting services • New York
This Release Agreement (the “Agreement”) is entered into on September 30, 2024, by and between: Nukkleus Inc., a Delaware corporation (“Nukkleus”), Triton Capital Markets Ltd. (“TCM”) and FXDirectDealer LLC (“FXDIRECT” and collectively with Nukkleus and TCM, referred to as the “Parties”)
