Nukkleus Inc. Jersey City, New Jersey 07310 November 14, 2024
Exhibit 10.1
000 Xxxxxxxxxx Xxxx.
Jersey City, New Jersey 07310
November 14, 2024
X Group Fund of Funds
00000 Xxxxxxxxx, Xxxxx 000
Southfield, MI 38033
Re: Conversion Agreement dated November 8, 2024
To whom it may concern:
Reference is hereby made to the Conversion Agreement dated November 8, 2024 between Nukkleus Inc. (the “Company”) and X Group Fund of Funds (the “Holder”). The parties hereby agree to amend the terms of the Conversion Agreement providing for the amendment of the per share purchase price to $2.41, which is above the Nasdaq consolidated closing bid price as of November 7, 2024, and the amendment of the Warrant dated November 8, 2024 (the “Warrant”) issued in connection with the Conversion Agreement to provide for an exercise price of $2.41. The following amendments to the Conversion Agreement and the Warrant will be effective as of November 8, 2024:
| 1. | The second WHEREAS clause of the Conversion Agreement shall be amended and restated as follows: |
WHEREAS, the Holder desires that the Company exchange the Debt for 319,952 shares of common stock of the Company (the “Settlement Shares”) and a Warrant to acquire 351,424 of common stock of the Company exercisable for a term of five years at a per share of $2.41 (the “Warrant”) simultaneous upon the execution and delivery of this Agreement, and said parties have agreed to effectuate such exchange upon the terms and subject to the conditions set forth herein.
| 2. | Section (e) in the preamble of the Warrant shall be amended and restated as follows: |
(e) Exercise Price $2.41
We kindly request that you execute below agreeing to the terms set forth herein.
| Sincerely, | ||
| Nukkleus Inc. | ||
| By: | /s/Xxxxxxxx Xxxxxx | |
| Name: | Xxxxxxxx Xxxxxx | |
| Title: | CEO | |
| ACKNOWLEDGED AND AGREED: | ||
| X Group Fund of Funds | ||
| By: | /s/ Xxxxxxxxxx Xxxxxxxx | |
| Name: | Xxxxxxxxxx Xxxxxxxx | |
| Title: | Owner | |
