Form 8-K - Current report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 8, 2024

NUKKLEUS INC.
(Exact name of registrant as specified in its charter)

Delaware		001-39341		38-3912845
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(IRS Employer Identification Number)

525 Washington Blvd.

Jersey City, New Jersey 07310

(Address of principal executive offices)

212-791-4663

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	NUKK	The Nasdaq Stock Market LLC

Warrants, each warrant exercisable for one Share of Common Stock for $11.50 per share	NUKKW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of

1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry Into a Material Definitive Agreement.

Reference is made to the disclosure set forth under Item 3.02 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference.

On November 8, 2024, Nukkleus Inc. (the "Company") entered into a Settlement Agreement and Release with Jamal Khurshid and Match Financial Limited, a wholly owned subsidiary of the Company (“Match”), providing that Match agreed to sell Digital RFQ Limited, a wholly owned subsidiary of the Match, to Mr. Khurshid or his nominee subject to the Company obtaining shareholder approval. The Company is required to make a payment of $60,000 to Mr. Khurshid and $31,000 to Digital RFQ Limited no later than November 15, 2024 and by no later than November 29, 2024 make payment to Digital RFQ Limited of $115,000.

Item 3.02 Unregistered Sales of Equity Securities.

On November 8, 2024, the Company entered into a securities purchase agreement with NUKK TRACKER NOTES - CH1108678926 / 23714, series of notes (Series 24) issued by ProETP DAC pursuant to which the Company sold 110,707 shares of its common stock at a purchase price of $2.09456 per share, for aggregate gross proceeds of $231,882.

On November 8, 2024, the Company entered into a Conversion Agreement (the "Conversion Agreement") with X Group Fund of Funds to convert outstanding principal and interest totaling $771,085 (the “X Group Debt”) into shares of common stock of the Company. Pursuant to the Conversion Agreement, the Company issued 385,542 shares of its common stock and a warrant to purchase 351,424 shares of common stock exercisable for a period of five years at an exercise price of $2.00 per share in exchange for the cancellation of the X Group Debt. Further, the Company and X Group entered into a letter agreement providing that X Group may not exercise the Stock Purchase Warrant dated June 11, 2024 to acquire 150,000 shares of common stock at a per share price of $2.00 in the event such exercise would result in X Group holding in excess of 19.9% of the Company’s outstanding shares of common stock as of November 8, 2024.

On November 8, 2024, the Company entered into Settlement Agreement and Release with each of Craig Vallis and Oliver Worsley providing that the Company will issue 125,000 and 75,000 shares of common stock, respectively, in consideration of each party releasing the Company for compensation owed for services.

The offers, sales and issuances of the securities listed above were made to accredited investors and the Company relied upon the exemptions contained in Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and/or Rule 506 of Regulation D promulgated there under with regard to those sales. No advertising or general solicitation was employed in offering the securities. The offers and sales were made to a limited number of persons, each of whom was an accredited investor and transfer of the common stock issued was restricted by the Company in accordance with the requirements of the Securities Act.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On November 8, 2024, Daniel Marcus, Brian Shwieger and Nicholas Gregory resigned from the Board of Directors of the Company, effective immediately, pursuant to an Exit and Settlement Agreement entered between the parties. Pursuant to such Exit and Settlement Agreement, the Company issued each former director 46,700 shares of common stock for past services rendered. The resignation of each of the directors was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

On November 8, 2024, the Board of Directors appointed Tomer Nagar and Aviya Volodarsky to fill the resulting vacancies as a result of the above resignations effective as of November 8, 2024. The Board has determined that each Mr. Nagar and Ms. Volodarsky, are independent directors as defined by the listing standards of the Nasdaq Stock Market.

Mr. Nagar has been employed in the sales department for Sogolowek Food Group since 2019. Prior to joining Sogolowek, Mr. Nagar served in the Israeli Air Force from 2006 through 2018 as a First Sergeant and Master Sergeant. Mr. Nagar graduated from the Israeli Air Force College in 2005 with a degree in Aviation Machinery.

Ms. Volodarsky is an attorney and since 2023 has practiced as a self employed attorney in Israel specializing in torts, corporate law, administrative law and civil litigation. From 2017 through 2023, Ms. Volodarsky was employed by the Law Firm of Attorney Yigal Matzlavi. Ms. Volodarsky studied at the Ono Academic College.

As a result of the above resignations and appointments, the Company’s committees will consist of the following members:

Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee
David Rokach	David Rokach *	David Rokach
Reuven Yeganeh *±	Reuven Yeganeh	Reuven Yeganeh
Aviya Volodarsky	Aviya Volodarsky	Aviya Volodarsky *

*	Denotes Chairperson.
±	Denotes audit committee financial expert.

The foregoing information is a summary of each of the agreements involved in the transactions described above, is not complete, and is qualified in its entirety by reference to the full text of those agreements, each of which is attached an exhibit to this Current Report on Form 8-K. Readers should review those agreements for a complete understanding of the terms and conditions associated with this transaction.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On November 8, 2024, the Board of the Company approved an amendment to the Company's Bylaws to decrease the quorum requirement for stockholder meetings from a majority to one-third of the voting power. Specifically, Article I, Section 1.6 of the Company's Bylaws was amended and restated in its entirety to read as follows:

Section 1.6. Quorum. Unless otherwise required by applicable law or the Certificate of Incorporation, the holders of one-third of the voting power of the Corporation’s capital stock issued and outstanding and entitled to vote thereat, present in person, present by means of remote communication, if any, or represented by proxy, shall constitute a quorum at a meeting of stockholders. Where a separate vote by a class or classes or series is required, one-third of the voting power of the shares of such class or classes or series present in person, present by means of remote communication, if any, or represented by proxy shall constitute a quorum entitled to take action with respect to such vote. If a quorum shall not be present or represented at any meeting of stockholders, either the chairperson of the meeting or the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, in the manner provided in Section 1.5 of these Bylaws, until a quorum shall be present or represented. A quorum, once established, shall not be broken by the withdrawal of enough votes to leave less than a quorum.

The amendment is effective immediately. The foregoing description of the amendment to the Company's Bylaws is qualified in its entirety by reference to the full text of the Amended Bylaws, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 8.01 Other Events

On November 7, 2024, the Company received written notice (the “Compliance Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company has regained compliance with the minimum closing bid price requirement in Nasdaq Listing Rule 5450(a)(1) (the “Rule”). The Company previously disclosed that the Company received written notice from Nasdaq indicating that it was not in compliance with the Rule. The Compliance Letter states that Nasdaq has determined that the Company has regained compliance with the Rule. However, the Company remains out of compliance with the Minimum Market Value of Publicly Held Shares (Nasdaq Listing Rule 5450(b)(3)(c)) and Minimum Market Value of Listed Securities (Nasdaq Listing Rule 5450(b)(2)(A)).

Item 9.01 Financial Statements and Exhibits.

Exhibit Number		Description
3.1		Amended and Restated Bylaws
10.1		Form of Exit and Settlement Agreement dated November 8, 2024
10.2		Securities Purchase Agreement dated November 8, 2024
10.3		Conversion Agreement entered with X Group Fund of Funds dated November 8, 2024
10.4		Settlement Agreement and Release among Nukkleus Inc., Jamal Khurshid and Match Financial Limited dated November 8, 2024
104		Cover Page Interactive Data File (embedded within the InLine XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NUKKLEUS INC.

Date: November 12, 2024	By:	/s/ Menachem Shalom
	Name:	Menachem Shalom
	Title:	Chief Executive Officer

Exhibit 3.1

AMENDED AND RESTATED BYLAWS

NUKKLEUS INC.

(hereinafter called the “Corporation”)

ARTICLE I

MEETINGS OF STOCKHOLDERS

Section 1.1. Place of Meetings. Meetings of the stockholders of the Corporation shall be held at such time and place, if any, either within or without the State of Delaware, as shall be designated from time to time by the board of directors of the Corporation (the “Board”). The Board may, in its sole discretion, determine that a meeting shall not be held at any place, but shall instead be held solely by means of remote communication in accordance with Section 211(a) of the General Corporation Law of the State of Delaware, as amended (the “DGCL”).

Section 1.2. Annual Meetings. The annual meeting of stockholders of the Corporation for the election of directors and for the transaction of such other business as may properly be brought before the meeting in accordance with these amended and restated bylaws of the Corporation (as amended from time to time in accordance with the provisions hereof, these “Bylaws”) shall be held on such date and at such time as may be designated from time to time by the Board. The Board may postpone, reschedule or cancel any annual meeting of stockholders previously scheduled by the Board.

Section 1.3. Special Meetings. Unless otherwise required by law or by the certificate of incorporation of the Corporation (including the terms of any certificate of designation with respect to any series of preferred stock), as amended and restated from time to time (the “Certificate of Incorporation”), special meetings of the stockholders of the Corporation, for any purpose or purposes, may be called only by the Chairperson of the Board, the Chief Executive Officer or the Board. The ability of the stockholders of the Corporation to call a special meeting of stockholders is hereby specifically denied. At a special meeting of stockholders, only such business shall be conducted as shall be specified in the notice of meeting. The Chairperson of the Board, the Chief Executive Officer or the Board may postpone, reschedule or cancel any special meeting of stockholders previously called by any of them.

Section 1.4. Notice. Whenever stockholders of the Corporation are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, if any, date and time of the meeting, the record date for determining the stockholders entitled to vote at the meeting, if such date is different from the record date for determining stockholders entitled to notice of meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed present in person and vote at such meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called and. Unless otherwise required by law or the Certificate of Incorporation, written notice of any meeting shall be given either personally, by mail or by electronic transmission (as defined below) (if permitted under the circumstances by the DGCL) not less than ten (10) nor more than sixty (60) days before the date of the meeting, by or at the direction of the Chairperson of the Board, the Chief Executive Officer or the Board, to each stockholder entitled to vote at such meeting as of the record date for determining stockholders entitled to notice of the meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail with postage thereon prepaid, addressed to the stockholder at the stockholder’s address as it appears on the stock transfer books of the Corporation. If notice is given by means of electronic transmission, such notice shall be deemed to be given at the times provided in the DGCL. Any stockholder may waive notice of any meeting before or after the meeting. The attendance of a stockholder at any meeting shall constitute a waiver of notice at such meeting, except where the stockholder attends the meeting for the express purpose of objecting, and does so object, at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. For the purposes of these Bylaws, “electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof and that may be directly reproduced in paper form by such a recipient through an automated process.

Section 1.5. Adjournments. Any meeting of stockholders of the Corporation may be adjourned or recessed from time to time to reconvene at the same or some other place, if any, by holders of a majority of the voting power of the Corporation’s capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, though less than a quorum, or by any officer entitled to preside at or to act as secretary of such meeting, and notice need not be given of any such adjourned or recessed meeting (including an adjournment taken to address a technical failure to convene or continue a meeting using remote communication) if the time and place, if any, thereof, and the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person or represented by proxy and vote at such adjourned or recessed meeting, are (a) announced at the meeting at which the adjournment or recess is taken, (b) displayed during the time scheduled for the meeting, on the same electronic network used to enable stockholders and proxy holders to participate in the meeting by means of remote communication or (c) set forth in the notice of meeting given in accordance with these Bylaws. At the adjourned or recessed meeting, the Corporation may transact any business that might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, notice of the adjourned meeting in accordance with the requirements of Section 1.4 of these Bylaws shall be given to each stockholder of record entitled to vote at the meeting. If, after the adjournment, a new record date for determination of stockholders entitled to vote is fixed for the adjourned meeting, the Board shall fix as the record date for determining stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote at the adjourned meeting and shall give notice of the adjourned meeting to each stockholder of record as of the record date so fixed for notice of such adjourned meeting.

Section 1.7. Voting.

(a) General. Except as provided in the Certificate of Incorporation, every stockholder having the right to vote shall have one vote for each share of stock having voting power registered in such stockholder’s name on the books of the Corporation. Such votes may be cast in person, by means of remote communication (if any) or by proxy as provided in Section 1.10 of these Bylaws. The Board, in its discretion, or the officer of the Corporation presiding at a meeting of stockholders, in such officer’s discretion, may require that any votes cast at such meeting shall be cast by written ballot.

(b) Matters Other Than Election of Directors. Any matter brought before any meeting of stockholders of the Corporation, other than the election of directors, shall be decided by the affirmative vote of the holders of a majority of the voting power of the Corporation’s capital stock present in person, present by means of remote communication, if any, or represented by proxy at the meeting and entitled to vote on such matter, voting as a single class, unless the matter is one upon which, by express provision of law, the Certificate of Incorporation or these Bylaws, a different vote is required, in which case such express provision shall govern and control the decision of such matter.

(c) Election of Directors. Subject to the rights of the holders of any series of preferred stock to elect directors under specified circumstances, election of directors at all meetings of the stockholders at which directors are to be elected shall be by a plurality of the votes cast at any meeting for the election of directors at which a quorum is present.

Section 1.8. Voting of Stock of Certain Holders. Shares of stock of the Corporation standing in the name of another corporation or entity, domestic or foreign, and entitled to vote may be voted by such officer, agent or proxy as the bylaws or other internal regulations of such corporation or entity may prescribe or, in the absence of such provision, as the board of directors or comparable body of such corporation or entity may determine. Shares of stock of the Corporation standing in the name of a deceased person, a minor, an incompetent or a debtor in a case under Title 11, United States Code, and entitled to vote may be voted by an administrator, executor, guardian, conservator, debtor-in-possession or trustee, as the case may be, either in person or by proxy, without transfer of such shares into the name of the official or other person so voting. A stockholder whose shares of stock of the Corporation are pledged shall be entitled to vote such shares, unless on the transfer records of the Corporation such stockholder has expressly empowered the pledgee to vote such shares, in which case only the pledgee, or the pledgee’s proxy, may vote such shares.

Section 1.9. Treasury Stock. Shares of stock of the Corporation belonging to the Corporation, or to another corporation a majority of the shares entitled to vote in the election of directors of which are held by the Corporation, shall not be voted at any meeting of stockholders of the Corporation and shall not be counted in the total number of outstanding shares for the purpose of determining whether a quorum is present. Nothing in this Section 1.9 shall limit the right of the Corporation to vote shares of stock of the Corporation held by it in a fiduciary capacity.

Section 1.10. Proxies. Each stockholder entitled to vote at a meeting of stockholders of the Corporation may authorize another person or persons to act for such stockholder by proxy filed with the secretary of the Corporation (the “Secretary”) before or at the time of the meeting. No such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. Any stockholder directly or indirectly soliciting proxies from other stockholders must use a proxy card color other than white, which shall be reserved for the exclusive use by the Board.

Section 1.11. No Consent of Stockholders in Lieu of Meeting. Except as otherwise expressly provided by the terms of any series of preferred stock permitting the holders of such series of preferred stock to act by written consent, any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of stockholders of the Corporation, and, as specified by the Certificate of Incorporation, the ability of the stockholders to consent in writing to the taking of any action is specifically denied.

Section 1.12. List of Stockholders Entitled to Vote. The officer of the Corporation who has charge of the stock ledger of the Corporation shall prepare and make or have prepared and made, at least ten (10) days before every meeting of stockholders of the Corporation, a complete list of the stockholders entitled to vote at the meeting (provided, however, that if the record date for determining the stockholders entitled to vote is less than ten (10) days before the meeting date, the list shall reflect the stockholders entitled to vote as of the tenth (10^th) day before the meeting date), arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Nothing in this Section 1.12 shall require the Corporation to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder for any purpose germane to the meeting for a period of at least ten (10) days ending on the day before the meeting date: (a) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (b) during ordinary business hours, at the principal place of business of the Corporation. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation.

Section 1.13. Record Date. In order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders of the Corporation or any adjournment thereof, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall not be more than sixty (60) days nor less than ten (10) days before the date of such meeting. If the Board so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting, but the Board may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance with the foregoing provisions of this Section 1.13 at the adjourned meeting.

Section 1.14. Organization and Conduct of Meetings. The Chairperson of the Board shall act as chairperson of meetings of stockholders of the Corporation. The Board may designate any director or officer of the Corporation to act as chairperson of any meeting in the absence of the Chairperson of the Board, and the Board may further provide for determining who shall act as chairperson of any meeting of stockholders in the absence of the Chairperson of the Board and such designee. The Board may adopt by resolution such rules, regulations and procedures for the conduct of any meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules, regulations and procedures as adopted by the Board, the chairperson of any meeting of stockholders shall have the right and authority to convene and (for any or no reason) to recess or adjourn the meeting, to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairperson, are necessary, appropriate or convenient for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board or prescribed by the chairperson of the meeting, may include the following: (a) the establishment of an agenda or order of business for the meeting; (b) the determination of when the polls shall open and close for any given matter to be voted on at the meeting; (c) rules, regulations and procedures for maintaining order at the meeting and the safety of those present; (d) limitations on attendance at or participation in the meeting to stockholders of record of the Corporation, their duly authorized proxies or such other persons as the chairperson of the meeting shall determine; (e) restrictions on entry to the meeting after the time fixed for the commencement of the meeting; (f) limitations on the time allotted to questions or comments by participants; (g) removal of any stockholder or any other individual who refuses to comply with meeting rules, regulations or procedures; (h) the conclusion, recess or adjournment of the meeting, regardless of whether a quorum is present, to a later date and time and at a place, if any, announced at the meeting; (i) restrictions on the use of audio and video recording devices, cell phones and other electronic devices; (j) rules, regulations or procedures for compliance with any state or local laws or regulations including those concerning safety, health and security; (k) procedures (if any) requiring attendees to provide the Corporation advance notice of their intent to attend the meeting and (l) any rules, regulations or procedures as the chairperson may deem appropriate regarding the participation by means of remote communication of stockholders and proxyholders not physically present at a meeting, whether such meeting is to be held at a designated place or solely by means of remote communication. The chairperson of a stockholder meeting, in addition to making any other determinations that may be appropriate regarding the conduct of the meeting, shall determine and declare to the meeting that a matter of business was not properly brought before the meeting, and, if the chairperson should so determine, the chairperson shall so declare to the meeting and any such matter of business not properly brought before the meeting shall not be transacted or considered. Except to the extent determined by the Board or the person presiding at the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

Section 1.15. Inspectors of Election. In advance of any meeting of stockholders of the Corporation, the Chairperson of the Board, the Chief Executive Officer or the Board, by resolution, shall appoint one or more inspectors to act at the meeting and make a written report thereof. One or more other persons may be designated as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of stockholders, the chairperson of the meeting shall appoint one or more inspectors to act at the meeting. Unless otherwise required by applicable law, inspectors may be officers, employees or agents of the Corporation. Each inspector, before entering upon the discharge of the duties of inspector, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of such inspector’s ability. The inspector shall have the duties prescribed by law and shall take charge of the polls and, when the vote is completed, shall make a certificate of the result of the vote taken and of such other facts as may be required by applicable law.

Section 1.16. Notice of Stockholder Proposals and Director Nominations.

(a) Annual Meetings of Stockholders. Nominations of persons for election to the Board and the proposal of business other than nominations to be considered by the stockholders may be made at an annual meeting of stockholders only: (i) pursuant to the Corporation’s notice of meeting (or any supplement thereto) with respect to such annual meeting given by or at the direction of the Board (or any duly authorized committee thereof), (ii) as otherwise properly brought before such annual meeting by or at the direction of the Board (or any duly authorized committee thereof) or (iii) by any stockholder of the Corporation who (A) is a stockholder of record at the time of the giving of the notice provided for in this Section 1.16 through the date of such annual meeting, (B) is entitled to vote at such annual meeting and (C) complies with the notice procedures set forth in this Section 1.16. For the avoidance of doubt, compliance with the foregoing clause (iii) shall be the exclusive means for a stockholder to make nominations, or to propose any other business (other than a proposal included in the Corporation’s proxy materials pursuant to and in compliance with Rule 14a-8 under the Securities Exchange Act of 1934, as amended (such act, and the rules and regulations promulgated thereunder, the “Exchange Act”)), at an annual meeting of stockholders.

(b) Timing of Notice for Annual Meetings. In addition to any other applicable requirements, for nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to Section 1.16(a)(iii) above, the stockholder must have given timely notice thereof in proper written form to the Secretary, and, in the case of business other than nominations, such business must be a proper matter for stockholder action. To be timely, such notice must be received by the Secretary at the principal executive offices of the Corporation not later than the Close of Business on the ninetieth (90th) day, or earlier than the one hundred twentieth (120th) day, prior to the first anniversary of the date of the preceding year’s annual meeting of stockholders; provided, however, that if the date of the annual meeting of stockholders is more than thirty (30) days prior to, or more than sixty (60) days after, the first anniversary of the date of the preceding year’s annual meeting or if no annual meeting was held in the preceding year, to be timely, a stockholder’s notice must be so received not earlier than the one hundred twentieth (120th) day prior to such annual meeting and not later than the Close of Business on the later of (i) the ninetieth (90th) day prior to such annual meeting and (ii) the tenth (10th) day following the day on which public disclosure (as defined below) of the date of the meeting is first made by the Corporation. In no event shall the adjournment, recess, postponement, judicial stay or rescheduling of an annual meeting (or the public disclosure thereof) commence a new time period (or extend any time period) for the giving of notice as described above.

(c) Form of Notice. To be in proper written form, the notice of any stockholder of record giving notice under this Section 1.16 (each, a “Noticing Party”) must (x) consent to and will cooperate with any background checks, requests for information and regulatory filings and disclosures reasonably requested by the Board in connection with any regulations applicable to, or licenses held by, the Corporation, and (y) set forth:

(i) as to each person whom such Noticing Party proposes to nominate for election or reelection as a director (each, a “Proposed Nominee”), if any:

(A) the name, age, business address and residential address of such Proposed Nominee;

(B) the principal occupation and employment of such Proposed Nominee;

(C) a written questionnaire with respect to the background and qualifications of such Proposed Nominee, completed by such Proposed Nominee in the form required by the Corporation (which form such Noticing Party shall request in writing from the Secretary prior to submitting notice and which the Secretary shall provide to such Noticing Party within ten (10) days after receiving such request);

(D) a written representation and agreement completed by such Proposed Nominee in the form required by the Corporation (which form such Noticing Party shall request in writing from the Secretary prior to submitting notice and which the Secretary shall provide to such Noticing Party within ten (10) days after receiving such request) providing that such Proposed Nominee: (I) is not and will not become a party to any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such Proposed Nominee, if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation or any Voting Commitment that could limit or interfere with such Proposed Nominee’s ability to comply, if elected as a director of the Corporation, with such Proposed Nominee’s fiduciary duties under applicable law; (II) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director or nominee that has not been disclosed to the Corporation; (III) will, if elected as a director of the Corporation, comply with all applicable rules of any securities exchanges upon which the Corporation’s securities are listed, the Certificate of Incorporation, these Bylaws, all applicable publicly disclosed corporate governance, ethics, conflict of interest, confidentiality, stock ownership and trading policies and all other guidelines and policies of the Corporation generally applicable to directors (which other guidelines and policies will be provided to such Proposed Nominee within five (5) business days after the Secretary receives any written request therefor from such Proposed Nominee), and all applicable fiduciary duties under state law; (IV) consents to being named as a nominee in the Corporation’s proxy statement and form of proxy for the meeting; (V) intends to serve a full term as a director of the Corporation, if elected; (VI) will provide facts, statements and other information in all communications with the Corporation and its stockholders that are or will be true and correct and that do not and will not omit to state any fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading; and (VII) will tender his or her resignation as a director of the Corporation if the Board determines that such Proposed Nominee failed to comply with the provisions of this Section 1.16(c)(i)(D) in any material respect, provides such Proposed Nominee notice of any such determination and, if such non-compliance may be cured, such Proposed Nominee fails to cure such non-compliance within ten (10) business days after delivery of such notice to such Proposed Nominee;

(E) a description of all direct and indirect compensation and other material monetary agreements, arrangements or understandings, written or oral, during the past three (3) years, and any other material relationships, between or among such Proposed Nominee or any of such Proposed Nominee’s affiliates or associates (each as defined below), on the one hand, and any Noticing Party or any Stockholder Associated Person (as defined below), on the other hand, including all information that would be required to be disclosed pursuant to Item 404 promulgated under Regulation S-K as if such Noticing Party and any Stockholder Associated Person were the “registrant” for purposes of such rule and the Proposed Nominee were a director or executive officer of such registrant;

(F) a description of any business or personal interests that could reasonably be expected to place such Proposed Nominee in a potential conflict of interest with the Corporation or any of its subsidiaries; and

(G) all other information relating to such Proposed Nominee or such Proposed Nominee’s associates that would be required to be disclosed in a proxy statement or other filing required to be made by such Noticing Party or any Stockholder Associated Person in connection with the solicitation of proxies for the election of directors in a contested election or otherwise required pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder (collectively, the “Proxy Rules”);

(ii) as to any other business that such Noticing Party proposes to bring before the meeting:

(A) a reasonably brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting;

(B) the text of the proposal or business (including the complete text of any resolutions proposed for consideration and, in the event that such business includes a proposal to amend the Certificate of Incorporation or these Bylaws, the text of the proposed amendment); and

(C) all other information relating to such business that would be required to be disclosed in a proxy statement or other filing required to be made by such Noticing Party or any Stockholder Associated Person in connection with the solicitation of proxies in support of such proposed business by such Noticing Party or any Stockholder Associated Person pursuant to the Proxy Rules; and

(iii) as to such Noticing Party and each Stockholder Associated Person:

(A) the name and address of such Noticing Party and each Stockholder Associated Person (including, as applicable, as they appear on the Corporation’s books and records);

(B) the class, series and number of shares of each class or series of capital stock (if any) of the Corporation that are, directly or indirectly, owned beneficially or of record (specifying the type of ownership) by such Noticing Party or any Stockholder Associated Person (including any rights to acquire beneficial ownership at any time in the future, whether such right is exercisable immediately or only after the passage of time or the fulfillment of a condition); the date or dates on which such shares were acquired; and the investment intent of such acquisition;

(C) the name of each nominee holder for, and number of, any securities of the Corporation owned beneficially but not of record by such Noticing Party or any Stockholder Associated Person and any pledge by such Noticing Party or any Stockholder Associated Person with respect to any of such securities;

(D) a complete and accurate description of all agreements, arrangements or understandings, written or oral, (including any derivative or short positions, profit interests, hedging transactions, forwards, futures, swaps, options, warrants, convertible securities, stock appreciation or similar rights, repurchase agreements or arrangements, borrowed or loaned shares and so-called “stock borrowing” agreements or arrangements) that have been entered into by, or on behalf of, such Noticing Party or any Stockholder Associated Person, the effect or intent of which is to mitigate loss, manage risk or benefit from changes in the price of any securities of the Corporation, or maintain, increase or decrease the voting power of such Noticing Party or any Stockholder Associated Person with respect to securities of the Corporation, whether or not such instrument or right shall be subject to settlement in underlying shares of capital stock of the Corporation and without regard to whether such agreement, arrangement or understanding is required to be reported on a Schedule 13D, 13F or 13G in accordance with the Exchange Act (any of the foregoing, a “Derivative Instrument”);

(E) any substantial interest, direct or indirect (including any existing or prospective commercial, business or contractual relationship with the Corporation), by security holdings or otherwise, of such Noticing Party or any Stockholder Associated Person in the Corporation or any affiliate thereof, other than an interest arising from the ownership of Corporation securities where such Noticing Party or such Stockholder Associated Person receives no extra or special benefit not shared on a pro rata basis by all other holders of the same class or series;

(F) a complete and accurate description of all agreements, arrangements or understandings, written or oral, (I) between or among such Noticing Party and any of the Stockholder Associated Persons or (II) between or among such Noticing Party or any Stockholder Associated Person and any other person or entity (naming each such person or entity), including (x) any proxy, contract, arrangement, understanding or relationship pursuant to which such Noticing Party or any Stockholder Associated Person, directly or indirectly, has a right to vote any security of the Corporation (other than any revocable proxy given in response to a solicitation made pursuant to, and in accordance with, Section 14(a) of the Exchange Act by way of a solicitation statement filed on Schedule 14A) and (y) any understanding, written or oral, that such Noticing Party or any Stockholder Associated Person may have reached with any stockholder of the Corporation (including the name of such stockholder) with respect to how such stockholder will vote such stockholder’s shares in the Corporation at any meeting of the Corporation’s stockholders or take other action in support of any Proposed Nominee or other business, or other action to be taken, by such Noticing Party or any Stockholder Associated Person ;

(G) any rights to dividends on the shares of the Corporation owned beneficially by such Noticing Party or any Stockholder Associated Person that are separated or separable from the underlying shares of the Corporation;

(H) any proportionate interest in shares of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership, limited liability company or similar entity in which such Noticing Party or any Stockholder Associated Person (I) is a general partner or, directly or indirectly, beneficially owns an interest in a general partner of such general or limited partnership or (II) is the manager, managing member or, directly or indirectly, beneficially owns an interest in the manager or managing member of such limited liability company or similar entity;

(I) any significant equity interests or any Derivative Instruments in any principal competitor of the Corporation held by such Noticing Party or any Stockholder Associated Person;

(J) any direct or indirect interest of such Noticing Party or any Stockholder Associated Person in any contract or arrangement with the Corporation, any affiliate of the Corporation or any principal competitor of the Corporation (including any employment agreement, collective bargaining agreement or consulting agreement);

(K) a description of any material interest of such Noticing Party or any Stockholder Associated Person in the business proposed by such Noticing Party, if any, or the election of any Proposed Nominee;

(L) a representation that (I) neither such Noticing Party nor any Stockholder Associated Person has breached any contract or other agreement, arrangement or understanding with the Corporation except as disclosed to the Corporation pursuant hereto and (II) such Noticing Party and each Stockholder Associated Person has complied, and will comply, with all applicable requirements of state law and the Exchange Act with respect to the matters set forth in this Section 1.16;

(M) a complete and accurate description of any performance-related fees (other than asset-based fees) to which such Noticing Party or any Stockholder Associated Person may be entitled as a result of any increase or decrease in the value of the Corporation’s securities or any Derivative Instruments, including any such fees to which members of any Stockholder Associated Person’s immediate family sharing the same household may be entitled;

(N) a description of the investment strategy or objective, if any, of such Noticing Party or any Stockholder Associated Person who is not an individual;

(O) all information that would be required to be set forth in a Schedule 13D filed pursuant to Rule 13d-1(a) under the Exchange Act or an amendment pursuant to Rule 13d-2(a) under the Exchange Act if such a statement were required to be filed under the Exchange Act by such Noticing Party or any Stockholder Associated Person, or such Noticing Party’s or any Stockholder Associated Person’s associates, (regardless of whether such person or entity is actually required to file a Schedule 13D), including a description of any agreement that would be required to be disclosed by such Noticing Party, any Stockholder Associated Person or any of their respective associates pursuant to Item 5 or Item 6 of Schedule 13D;

(P) a certification that such Noticing Party and each Stockholder Associated Person has complied with all applicable federal, state and other legal requirements in connection with such Noticing Party’s or Stockholder Associated Person’s acquisition of shares of capital stock or other securities of the Corporation and such Noticing Party’s or Stockholder Associated Person’s acts or omissions as a stockholder of the Corporation, if such Noticing Party or Stockholder Associated Person is or has been a stockholder of the Corporation;

(Q) (I) if the Noticing Party (or the beneficial owner(s) on whose behalf such Noticing Party is submitting a notice to the Corporation) is not a natural person, the identity of each natural person associated with such Noticing Party (or beneficial owner(s)) responsible for the formulation of and decision to propose the business or nomination to be brought before the meeting (such person or persons, the “Responsible Person”), the manner in which such Responsible Person was selected, any fiduciary duties owed by such Responsible Person to the equity holders or other beneficiaries of such Noticing Party (or beneficial owner(s)), the qualifications and background of such Responsible Person and any material interests or relationships of such Responsible Person that are not shared generally by any other record or beneficial holder of the shares of any class or series of the capital stock of the Corporation and that reasonably could have influenced the decision of such Noticing Party (or beneficial owner(s)) to propose such business or nomination to be brought before the meeting and (II) if the Noticing Party (or the beneficial owner(s) on whose behalf such Noticing Party is submitting a notice to the Corporation) is a natural person, the qualifications and background of such natural person and any material interests or relationships of such natural person that are not shared generally by any other record or beneficial holder of the shares of any class or series of the capital stock of the Corporation and that reasonably could have influenced the decision of such Noticing Party (or beneficial owner(s)) to propose such business or nomination to be brought before the meeting; and

(R) all other information relating to such Noticing Party or any Stockholder Associated Person, or such Noticing Party’s or any Stockholder Associated Person’s associates, that would be required to be disclosed in a proxy statement or other filing required to be made in connection with the solicitation of proxies in support of the business proposed by such Noticing Party, if any, or for the election of any Proposed Nominee in a contested election or otherwise pursuant to the Proxy Rules;

provided, however, that the disclosures in the foregoing subclauses (A) through (R) shall not include any such disclosures with respect to the ordinary course business activities of any broker, dealer, commercial bank, trust company or other nominee who is a Noticing Party solely as a result of being the stockholder directed to prepare and submit the notice required by these Bylaws on behalf of a beneficial owner.

(iv) a representation that such Noticing Party intends to appear in person or cause a Qualified Representative (as defined below) of such Noticing Party to appear in person at the meeting to bring such business before the meeting or nominate any Proposed Nominees, as applicable, and an acknowledgment that, if such Noticing Party (or a Qualified Representative of such Noticing Party) does not appear to present such business or Proposed Nominees, as applicable, at such meeting, the Corporation need not present such business or Proposed Nominees for a vote at such meeting, notwithstanding that proxies in respect of such vote may have been received by the Corporation;

(v) a complete and accurate description of any pending or, to such Noticing Party’s knowledge, threatened legal proceeding in which such Noticing Party or any Stockholder Associated Person is a party or participant involving the Corporation or, to such Noticing Party’s knowledge, any current or former officer, director, affiliate or associate of the Corporation;

(vi) identification of the names and addresses of other stockholders (including beneficial owners) known by such Noticing Party to support the nomination(s) or other business proposal(s) submitted by such Noticing Party and, to the extent known, the class and number of all shares of the Corporation’s capital stock owned beneficially or of record by such other stockholder(s) or other beneficial owner(s); and

(vii) a representation from such Noticing Party as to whether such Noticing Party or any Stockholder Associated Person intends or is part of a group that intends to (A) solicit proxies in support of the election of any Proposed Nominee in accordance with Rule 14a-19 under the Exchange Act or (B) engage in a solicitation (within the meaning of Exchange Act Rule 14a-1(l)) with respect to the nomination or other business, as applicable, and if so, the name of each participant (as defined in Item 4 of Schedule 14A under the Exchange Act) in such solicitation.

(d) Additional Information. In addition to the information required pursuant to the foregoing provisions of this Section 1.16, the Corporation may require any Noticing Party to furnish such other information as the Corporation may reasonably require to determine the eligibility or suitability of a Proposed Nominee to serve as a director of the Corporation or that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such Proposed Nominee, under the listing standards of each securities exchange upon which the Corporation’s securities are listed, any applicable rules of the Securities and Exchange Commission, any publicly disclosed standards used by the Board in selecting nominees for election as a director and for determining and disclosing the independence of the Corporation’s directors, including those applicable to a director’s service on any of the committees of the Board, or the requirements of any other laws or regulations applicable to the Corporation. If requested by the Corporation, any supplemental information required under this paragraph shall be provided by a Noticing Party within ten (10) days after it has been requested by the Corporation. In addition, the Board may require any Proposed Nominee to submit to interviews with the Board or any committee thereof, and such Proposed Nominee shall make himself or herself available for any such interviews within ten (10) days following any reasonable request therefor from the Board or any committee thereof.

(e) Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting (or any supplement thereto). Nominations of persons for election to the Board may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting (or any supplement thereto) (i) by or at the direction of the Board (or any duly authorized committee thereof) or (ii) provided that one or more directors are to be elected at such meeting pursuant to the Corporation’s notice of meeting, by any stockholder of the Corporation who (A) is a stockholder of record on the date of the giving of the notice provided for in this Section 1.16(e) through the date of such special meeting, (B) is entitled to vote at such special meeting and upon such election and (C) complies with the notice procedures set forth in this Section 1.16(e). In addition to any other applicable requirements, for director nominations to be properly brought before a special meeting by a stockholder pursuant to the foregoing clause (ii), such stockholder must have given timely notice thereof in proper written form to the Secretary. To be timely, such notice must be received by the Secretary at the principal executive offices of the Corporation not earlier than the one hundred twentieth (120th) day prior to such special meeting and not later than the Close of Business on the later of (x) the ninetieth (90th) day prior to such special meeting and (y) the tenth (10th) day following the day on which public disclosure of the date of the meeting is first made by the Corporation. In no event shall an adjournment, recess, postponement, judicial stay or rescheduling of a special meeting (or the public disclosure thereof) commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. To be in proper written form, such notice shall include all information required pursuant to Section 1.16(c) above, and such stockholder and any Proposed Nominee shall comply with Section 1.16(d) above, as if such notice were being submitted in connection with an annual meeting of stockholders.

(f) General.

(i) No person shall be eligible for election as a director of the Corporation unless the person is nominated by a stockholder in accordance with the procedures set forth in this Section 1.16 or the person is nominated by the Board, and no business shall be conducted at a meeting of stockholders of the Corporation except business brought by a stockholder in accordance with the procedures set forth in this Section 1.16 or by the Board. The number of nominees a stockholder may nominate for election at a meeting may not exceed the number of directors to be elected at such meeting, and for the avoidance of doubt, no stockholder shall be entitled to make additional or substitute nominations following the expiration of the time periods set forth in Section 1.16(b) or Section 1.16(e), as applicable. Except as otherwise provided by law, the chairperson of a meeting shall have the power and the duty to determine whether a nomination or any business proposed to be brought before the meeting has been made in accordance with the procedures set forth in these Bylaws, and, if the chairperson of the meeting determines that any proposed nomination or business was not properly brought before the meeting, the chairperson shall declare to the meeting that such nomination shall be disregarded or such business shall not be transacted, and no vote shall be taken with respect to such nomination or proposed business, in each case, notwithstanding that proxies with respect to such vote may have been received by the Corporation. Notwithstanding the foregoing provisions of this Section 1.16, unless otherwise required by law, if the Noticing Party (or a Qualified Representative of the Noticing Party) proposing a nominee for director or business to be conducted at a meeting does not appear at the meeting of stockholders of the Corporation to present such nomination or propose such business, such proposed nomination shall be disregarded or such proposed business shall not be transacted, as applicable, and no vote shall be taken with respect to such nomination or proposed business, notwithstanding that proxies with respect to such vote may have been received by the Corporation.

(ii) A Noticing Party shall update such Noticing Party’s notice provided under the foregoing provisions of this Section 1.16, if necessary, such that the information provided or required to be provided in such notice shall be true and correct as of (A) the record date for determining the stockholders entitled to receive notice of the meeting and (B) the date that is ten (10) business days prior to the meeting (or any postponement, rescheduling or adjournment thereof), and such update shall (I) be received by the Secretary at the principal executive offices of the Corporation (x) not later than the Close of Business five (5) business days after the record date for determining the stockholders entitled to receive notice of such meeting (in the case of an update required to be made under clause (A)) and (y) not later than the Close of Business seven (7) business days prior to the date for the meeting or, if practicable, any postponement, rescheduling or adjournment thereof (and, if not practicable, on the first practicable date prior to the date to which the meeting has been postponed, rescheduled or adjourned) (in the case of an update required to be made pursuant to clause (B)), (II) be made only to the extent that information has changed since such Noticing Party’s prior submission and (III) clearly identify the information that has changed since such Noticing Party’s prior submission. For the avoidance of doubt, any information provided pursuant to this Section 1.16(f)(ii) shall not be deemed to cure any deficiencies or inaccuracies in a notice previously delivered pursuant to this Section 1.16 and shall not extend the time period for the delivery of notice pursuant to this Section 1.16. If a Noticing Party fails to provide such written update within such period, the information as to which such written update relates may be deemed not to have been provided in accordance with this Section 1.16.

(iii) If any information submitted pursuant to this Section 1.16 by any Noticing Party nominating individuals for election or reelection as a director or proposing business for consideration at a stockholder meeting shall be inaccurate in any material respect (as determined by the Board or a committee thereof), such information shall be deemed not to have been provided in accordance with this Section 1.16. Any such Noticing Party shall notify the Secretary in writing at the principal executive offices of the Corporation of any inaccuracy or change in any information submitted pursuant to this Section 1.16 (including if any Noticing Party or any Stockholder Associated Person no longer intends to solicit proxies in accordance with the representation made pursuant to Section 1.16(c)(vii)(B)) within two (2) business days after becoming aware of such inaccuracy or change, and any such notification shall clearly identify the inaccuracy or change, it being understood that no such notification may cure any deficiencies or inaccuracies with respect to any prior submission by such Noticing Party. Upon written request of the Secretary on behalf of the Board (or a duly authorized committee thereof), any such Noticing Party shall provide, within seven (7) business days after delivery of such request (or such other period as may be specified in such request), (A) written verification, reasonably satisfactory to the Board, any committee thereof or any authorized officer of the Corporation, to demonstrate the accuracy of any information submitted by such Noticing Party pursuant to this Section 1.16 and (B) a written affirmation of any information submitted by such Noticing Party pursuant to this Section 1.16 as of an earlier date. If a Noticing Party fails to provide such written verification or affirmation within such period, the information as to which written verification or affirmation was requested may be deemed not to have been provided in accordance with this Section 1.16.

(iv) If (A) any Noticing Party or any Stockholder Associated Person provides notice pursuant to Rule 14a-19(b) under the Exchange Act with respect to any Proposed Nominee and (B) (1) such Noticing Party or Stockholder Associated Person subsequently either (x) notifies the Corporation that such Noticing Party or Stockholder Associated Person no longer intends to solicit proxies in support of the election or reelection of such Proposed Nominee in accordance with Rule 14a-19(b) under the Exchange Act or (y) fails to comply with the requirements of Rule 14a-19(a)(2) or Rule 14a-19(a)(3) under the Exchange Act and (2) no other Noticing Party or Stockholder Associated Person that has provided notice pursuant to Rule 14a-19(b) under the Exchange Act with respect to such Proposed Nominee (x) intends to solicit proxies in support of the election or reelection of such Proposed Nominee in accordance with Rule 14a-19(b) under the Exchange Act and (y) has complied with the requirements of Rule 14a-19(a)(2) and Rule 14a-19(a)(3) under the Exchange Act, then the nomination of such Proposed Nominee shall be disregarded and no vote on the election of such Proposed Nominee shall occur (notwithstanding that proxies in respect of such vote may have been received by the Corporation). Upon request by the Corporation, if any Noticing Party or any Stockholder Associated Person provides notice pursuant to Rule 14a-19(b) under the Exchange Act, such Noticing Party shall deliver to the Secretary, no later than five (5) business days prior to the applicable meeting date, reasonable evidence that the requirements of Rule 14a-19(a)(3) under the Exchange Act have been satisfied.

(v) In addition to complying with the foregoing provisions of this Section 1.16, a stockholder shall also comply with all applicable requirements of state law and the Exchange Act with respect to the matters set forth in this Section 1.16. Nothing in this Section 1.16 shall be deemed to affect any rights of (A) stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act, (B) stockholders to request inclusion of nominees in the Corporation’s proxy statement pursuant to the Proxy Rules or (C) the holders of any series of preferred stock to elect directors pursuant to any applicable provisions of the Certificate of Incorporation.

(vi) Any written notice, supplement, update or other information required to be delivered by a stockholder to the Corporation pursuant to this Section 1.16 must be given by personal delivery, by overnight courier or by registered or certified mail, postage prepaid, to the Secretary at the Corporation’s principal executive offices.

(vii) For purposes of these Bylaws, (A) “affiliate” and “associate” each shall have the respective meanings set forth in Rule 12b-2 under the Exchange Act; (B) “beneficial owner” or “beneficially owned” shall have the meaning set forth for such terms in Section 13(d) of the Exchange Act; (C) “Close of Business” shall mean 5:00 p.m. Eastern Time on any calendar day, whether or not the day is a business day; (D) “public disclosure” shall mean disclosure in a press release reported by a national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act; (E) a “Qualified Representative” of a Noticing Party means (I) a duly authorized officer, manager or partner of such Noticing Party or (II) a person authorized by a writing executed by such Noticing Party (or a reliable reproduction or electronic transmission of the writing) delivered by such Noticing Party to the Corporation prior to the making of any nomination or proposal at a stockholder meeting stating that such person is authorized to act for such Noticing Party as proxy at the meeting of stockholders, which writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, must be produced at the meeting of stockholders; and (F) “Stockholder Associated Person” shall mean, with respect to a Noticing Party and if different from such Noticing Party, any beneficial owner of shares of stock of the Corporation on whose behalf such Noticing Party is providing notice of any nomination or other business proposed, (I) any person directly or indirectly controlling, controlled by or under common control with such Noticing Party or beneficial owner(s), (II) any member of the immediate family of such Noticing Party or beneficial owner(s) sharing the same household, (III) any person or entity who is a member of a “group” (as such term is used in Rule 13d-5 under the Exchange Act (or any successor provision at law)) with, or is otherwise known by such Noticing Party or other Stockholder Associated Person to be acting in concert with, such Noticing Party, such beneficial owner(s) or any other Stockholder Associated Person with respect to the stock of the Corporation, (IV) any affiliate or associate of such Noticing Party, such beneficial owner(s) or any other Stockholder Associated Person, (V) if such Noticing Party or any such beneficial owner is not a natural person, any Responsible Person, (VI) any participant (as defined in paragraphs (a)(ii)-(vi) of Instruction 3 to Item 4 of Schedule 14A) with such Noticing Party, such beneficial owner(s) or any other Stockholder Associated Person with respect to any proposed business or nominations, as applicable, (VII) any beneficial owner of shares of stock of the Corporation owned of record by such Noticing Party or any other Stockholder Associated Person (other than a stockholder that is a depositary) and (VIII) any Proposed Nominee.

ARTICLE II

DIRECTORS

Section 2.1. Number. Within the limit set forth in the Certificate of Incorporation, the number of directors that shall constitute the entire Board shall be fixed, from time to time, exclusively by the Board, subject to the rights of the holders of any series of preferred stock with respect to the election of directors, if any.

Section 2.2. Duties and Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law, the Certificate of Incorporation or these Bylaws required to be exercised or done by the stockholders.

Section 2.3. Meetings. The Board may hold meetings, both regular and special, either within or without the State of Delaware. Regular meetings of the Board may be held at such time and at such place as may from time to time be determined by the Board. Special meetings of the Board may be called by the Chairperson of the Board (if there be one), the Chief Executive Officer or the Board and shall be held at such place, on such date and at such time as he, she or it shall specify.

Section 2.4. Notice. Notice of any meeting of the Board stating the place, date and time of the meeting shall be given to each director by mail posted not less than five (5) days before the date of the meeting, by nationally recognized overnight courier deposited not less than two (2) days before the date of the meeting or by email, facsimile or other means of electronic transmission delivered or sent not less than twenty-four (24) hours before the date and time of the meeting, or on such shorter notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstances. If mailed or sent by overnight courier, such notice shall be deemed to be given at the time when it is deposited in the United States mail with first class postage prepaid or deposited with the overnight courier. Notice by facsimile or other electronic transmission shall be deemed given when the notice is transmitted. Any director may waive notice of any meeting before or after the meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where the director attends the meeting for the express purpose of objecting, and does so object, at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in any notice of such meeting unless so required by law. A meeting may be held at any time without notice if all of the directors are present or if those not present waive notice of the meeting in accordance with Section 5.6 of these Bylaws.

Section 2.5. Chairperson of the Board. The Chairperson of the Board shall be chosen from among the directors and may be the Chief Executive Officer. Except as otherwise provided by law, the Certificate of Incorporation or Section 2.6 or Section 2.7 of these Bylaws, the Chairperson of the Board shall preside at all meetings of stockholders and of the Board. The Chairperson of the Board shall have such other powers and duties as may from time to time be assigned by the Board.

Section 2.6. Lead Director. If the Chairperson of the Board does not qualify as independent in accordance with the applicable rules of any securities exchanges upon which the Corporation’s securities are listed, the Independent Directors (as defined below) shall appoint a Lead Director. The Lead Director shall be one of the directors who has been determined by the Board to be an “independent director” (any such director, an “Independent Director”). The Lead Director shall preside at all executive sessions of the Board and any other meeting of the Board at which the Chairperson of the Board is not present and have such other responsibilities, and perform such duties, as may from time to time be assigned to him or her by the Board.

Section 2.7. Organization. At each meeting of the Board, the Chairperson of the Board, or, in the Chairperson’s absence, the Lead Director (if any), or, in the Lead Director’s absence, a director chosen by a majority of the directors present, shall act as chairperson. The Secretary shall act as secretary at each meeting of the Board. In case the Secretary shall be absent from any meeting of the Board, an assistant secretary shall perform the duties of secretary at such meeting, and in the absence from any such meeting of the Secretary and all assistant secretaries, the chairperson of the meeting may appoint any person to act as secretary of the meeting.

Section 2.8. Resignations and Removals of Directors. Any director of the Corporation may resign at any time, by giving notice in writing or by electronic transmission to the Chairperson of the Board, the Chief Executive Officer or the Secretary. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the occurrence of some other event, and, unless otherwise specified in such notice, the acceptance of such resignation shall not be necessary to make it effective. Subject to the rights of holders of any series of preferred stock with respect to the election of directors, a director may be removed from office by the stockholders of the Corporation with or without cause by the affirmative vote of the holders of at least a majority of the voting power of all then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class.

Section 2.9. Quorum. At all meetings of the Board, a majority of directors constituting the Board shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board. If a quorum shall not be present at any meeting of the Board, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting of the time and place of the adjourned meeting, until a quorum shall be present.

Section 2.10. Actions of the Board by Written Consent. Any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting, if all the members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or electronic transmission is filed with the minutes of proceedings of the Board or committee.

Section 2.11. Telephonic Meetings. Members of the Board, or any committee thereof, may participate in a meeting of the Board or such committee by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear and speak with each other, and participation in a meeting pursuant to this Section 2.11 shall constitute presence in person at such meeting.

Section 2.12. Committees. The Board may designate one or more committees, each committee to consist of one or more of the directors of the Corporation and, to the extent permitted by law, to have and exercise such authority as may be provided for in the resolutions creating such committee, as such resolutions may be amended from time to time. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of any such committee. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any absent or disqualified member. Each committee shall keep regular minutes and report to the Board when required. A majority of directors present at any committee meeting at which there is a quorum may determine such committee’s action and fix the time and place of its meetings, unless the Board shall otherwise provide. The Board shall have the power at any time to fill vacancies in, to change the membership of or to dissolve any such committee.

Section 2.13. Compensation. The Board shall have the authority to fix the compensation of directors. The directors shall be paid their reasonable expenses, if any, of attendance at each meeting of the Board or any committee thereof and may be paid a fixed sum for attendance at each such meeting and an annual retainer or salary for service as director or committee member, payable in cash or securities. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Directors who are full-time employees of the Corporation shall not receive any compensation for their service as director.

Section 2.14. Interested Directors. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association or other organization in which one or more of the Corporation’s directors or officers are directors or officers or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board or committee thereof that authorizes the contract or transaction, or solely because any such director’s or officer’s vote is counted for such purpose if: (a) the material facts as to the director’s or officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the Board or the committee and the Board or committee in good faith authorizes the contract or transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; (b) the material facts as to the director’s or officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (c) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified by the Board, a committee thereof or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board or of a committee that authorizes the contract or transaction.

ARTICLE III

OFFICERS

Section 3.1. General. The officers of the Corporation shall be chosen by the Board and shall be a Chief Executive Officer, a President, a Chief Financial Officer, a Secretary and a Treasurer. The Board, in its discretion, may also choose, or may delegate to the Chief Executive Officer the authority to appoint, one or more Executive Vice Presidents, Senior Vice Presidents, Vice Presidents, Assistant Secretaries, Assistant Treasurers and such other officers as the Board from time to time may deem appropriate. Any two or more offices may be held by the same person. The officers of the Corporation need not be stockholders of the Corporation.

Section 3.2. Election; Term. The Board shall elect the officers of the Corporation who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board, and each officer of the Corporation shall hold office until such officer’s successor is elected and qualified, or until such officer’s earlier death, resignation or removal. Any officer may be removed at any time by the Board, and any officer appointed by the Chief Executive Officer may be removed at any time by the Chief Executive Officer. Any officer may resign upon notice given in writing or electronic transmission to the Chief Executive Officer or the Secretary. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the occurrence of some other event. Any vacancy occurring in any office of the Corporation shall be filled in the manner prescribed in this Article III for the regular election to such office.

Section 3.3. Voting Securities Owned by the Corporation. Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the Chief Executive Officer, the Secretary or any other officer authorized to do so by the Board, and any such officer may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and power incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present. The Board may, by resolution, from time to time confer like powers upon any other person or persons.

Section 3.4. Chief Executive Officer. The Chief Executive Officer shall, subject to the control of the Board, have general supervision over the business of the Corporation and shall direct the affairs and policies of the Corporation. The Chief Executive Officer may also serve as the Chairperson of the Board or as President, if so elected by the Board. The Chief Executive Officer shall also perform such other duties and may exercise such other powers as may from time to time be assigned to such officer by these Bylaws or by the Board.

Section 3.5. President. The President shall act in a general executive capacity and shall assist the Chief Executive Officer in the administration and operation of the Corporation’s business and general supervision of its policies and affairs. The President shall, in the absence of or because of the inability to act of the Chief Executive Officer, perform all duties of the Chief Executive Officer. The President shall also perform such other duties and may exercise such other powers as may from time to time be assigned to such officer by these Bylaws, the Board or the Chief Executive Officer.

Section 3.6. Chief Financial Officer. The Chief Financial Officer shall be the principal financial officer of the Corporation. The Chief Financial Officer shall also perform such other duties and may exercise such other powers as may from time to time be assigned to such officer by these Bylaws, the Board or the Chief Executive Officer.

Section 3.7. Executive Vice Presidents, Senior Vice Presidents and Vice Presidents. The Executive Vice Presidents (if any), Senior Vice Presidents (if any) and such other Vice Presidents as shall have been chosen by the Board or appointed by the Chief Executive Officer in accordance with Section 3.1 above shall have such powers and shall perform such duties as shall be assigned to them by the Board or the Chief Executive Officer.

Section 3.8. Secretary. The Secretary shall give the requisite notice of meetings of stockholders and directors and shall record the proceedings of such meetings, shall have custody of the seal of the Corporation and shall affix it or cause it to be affixed to such instruments as require the seal and attest it and, besides the Secretary’s powers and duties prescribed by law, shall have such other powers and perform such other duties as shall be provided in these Bylaws or shall at any time be assigned to such officer by the Board or the Chief Executive Officer.

Section 3.9. Treasurer. The Treasurer shall exercise general supervision over the receipt, custody and disbursement of corporate funds. The Treasurer shall cause the funds of the Corporation to be deposited in such banks as may be authorized by the Board or in such banks as may be designated as depositaries in the manner provided by resolution of the Board. The Treasurer shall have such other powers and perform such other duties as shall be provided in these Bylaws or shall at any time be assigned to such officer by the Board or the Chief Executive Officer.

Section 3.10. Assistant Secretaries. Assistant Secretaries, if there be any, shall assist the Secretary in the discharge of the Secretary’s duties, shall have such powers and perform such other duties as shall at any time be assigned to them by the Board and, in the absence or disability of the Secretary, shall perform the duties of the Secretary’s office, subject to the control of the Board or the Chief Executive Officer.

Section 3.11. Assistant Treasurers. Assistant Treasurers, if there be any, shall assist the Treasurer in the discharge of the Treasurer’s duties, shall have such powers and perform such other duties as shall at any time be assigned to them by the Board and, in the absence or disability of the Treasurer, shall perform the duties of the Treasurer’s office, subject to the control of the Board or the Chief Executive Officer.

Section 3.12. Other Officers. Such other officers as the Board may choose shall perform such duties and have such powers as from time to time may be assigned to them by the Board. The Board may delegate to any other officer of the Corporation the power to choose such other officers and to prescribe their respective duties and powers.

ARTICLE IV

STOCK

Section 4.1. Uncertificated Shares. Unless otherwise provided by resolution of the Board, each class or series of shares of the Corporation’s capital stock shall be issued in uncertificated form pursuant to the customary arrangements for issuing shares in such form. Shares shall be transferable only on the books of the Corporation by the holder thereof in person or by attorney upon presentment of proper evidence of succession, assignation or authority to transfer in accordance with the customary procedures for transferring shares in uncertificated form.

Section 4.2. Record Date. In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted and which record date shall be not more than sixty (60) days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be the close of business on the day on which the Board adopts the resolution relating thereto.

Section 4.3. Record Owners. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise required by law.

Section 4.4. Transfer and Registry Agents. The Corporation may from time to time maintain one or more transfer offices or agencies and registry offices or agencies at such place or places as may be determined from time to time by the Board.

ARTICLE V

MISCELLANEOUS

Section 5.1. Contracts. The Board may authorize any officer or officers or any agent or agents to enter into any contract or execute and deliver any instrument or other document in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

Section 5.2. Disbursements. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board may from time to time designate.

Section 5.3. Fiscal Year. The fiscal year of the Corporation shall end on the 31^st day of December in each year or on such other day as may be fixed from time to time by resolution of the Board.

Section 5.4. Corporate Seal. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.

Section 5.5. Offices. The Corporation shall maintain a registered office inside the State of Delaware and may also have other offices outside or inside the State of Delaware. The books and records of the Corporation may be kept (subject to any applicable law) outside the State of Delaware at the principal executive offices of the Corporation or at such other place or places as may be designated from time to time by the Board.

Section 5.6. Waiver of Notice. Whenever any notice is required to be given to any stockholder or director of the Corporation under the provisions of the DGCL or these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to such notice, or a waiver by electronic transmission by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at, nor the purpose of, any annual or special meeting of the stockholders or any regular or special meeting of the Board or committee thereof need be specified in any waiver of notice of such meeting unless so required by law.

Section 5.7. Forum for Certain Actions.

(a) Forum. Unless a majority of the Board, acting on behalf of the Corporation, consents in writing to the selection of an alternative forum (which consent may be given at any time, including during the pendency of litigation), the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, another state court located within the State of Delaware or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware), to the fullest extent permitted by law, shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation under Delaware law, (ii) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim against the Corporation or any of its directors, officers or other employees arising pursuant to any provision of the DGCL, these Bylaws or the Certificate of Incorporation (in each case, as may be amended from time to time), (iv) any action asserting a claim against the Corporation or any of its directors, officers or other employees governed by the internal affairs doctrine of the State of Delaware or (v) any other action asserting an “internal corporate claim,” as defined in Section 115 of the DGCL, in all cases subject to the court’s having personal jurisdiction over all indispensable parties named as defendants. Unless a majority of the Board, acting on behalf of the Corporation, consents in writing to the selection of an alternative forum (which consent may be given at any time, including during the pendency of litigation), the federal district courts of the United States of America, to the fullest extent permitted by law, shall be the sole and exclusive forum for the resolution of any action asserting a cause of action arising under the Securities Act of 1933, as amended.

(b) Personal Jurisdiction. If any action the subject matter of which is within the scope of subparagraph (a) of this Section 5.7 is filed in a court other than a court located within the State of Delaware (a “Foreign Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to (i) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce subparagraph (a) of this Section 5.7 (an “Enforcement Action”) and (ii) having service of process made upon such stockholder in any such Enforcement Action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder.

(c) Enforceability. If any provision of this Section 5.7 shall be held to be invalid, illegal or unenforceable as applied to any person, entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision in any other circumstance and of the remaining provisions of this Section 5.7, and the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby.

(d) Notice and Consent. For the avoidance of doubt, any person or entity purchasing or otherwise acquiring or holding any interest in any security of the Corporation shall be deemed to have notice of and consented to the provisions of this Section 5.7.

ARTICLE VI

AMENDMENTS

Subject to Section 7.5 below, these Bylaws may be adopted, amended, altered or repealed by the Board or by the stockholders of the Corporation by the affirmative vote of the holders of at least a majority of the voting power of all then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class; provided, however, that, in the case of any adoption, amendment, alteration or repeal of these Bylaws by the stockholders of the Corporation, notwithstanding any other provision of these Bylaws, and in addition to any other vote that may be required by law or the terms of any series of preferred stock, the affirmative vote of the holders of at least eighty percent (80%) of the voting power of all of the then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to amend, alter, repeal or adopt any provision inconsistent with Section 1.7(b), 1.16,or 2.14 or Article VI of these Bylaws.

ARTICLE VII

EMERGENCY BYLAWS

Section 7.1 Emergency Bylaws. This Article VII shall be operative during any emergency, disaster or catastrophe, as referred to in Section 110 of the DGCL or other similar emergency condition (including a pandemic), as a result of which a quorum of the Board or a committee thereof cannot readily be convened for action (each, an “Emergency”), notwithstanding any different or conflicting provision in the preceding Sections of these Bylaws or in the Certificate of Incorporation. To the extent not inconsistent with the provisions of this Article VII, the preceding Sections of these Bylaws and the provisions of the Certificate of Incorporation shall remain in effect during such Emergency, and upon termination of such Emergency, the provisions of this Article VII shall cease to be operative unless and until another Emergency shall occur.

Section 7.2 Meetings; Notice. During any Emergency, a meeting of the Board or any committee thereof may be called by any member of the Board or such committee or the Chairperson of the Board, the Chief Executive Officer, the President or the Secretary of the Corporation. Notice of the place, date and time of the meeting shall be given by any available means of communication by the person calling the meeting to such of the directors or committee members and Designated Officers (as defined below) as, in the judgment of the person calling the meeting, it may be feasible to reach. Such notice shall be given at such time in advance of the meeting as, in the judgment of the person calling the meeting, circumstances permit.

Section 7.3 Quorum. At any meeting of the Board called in accordance with Section 7.2 above, the presence or participation of three (3) directors shall constitute a quorum for the transaction of business, and at any meeting of any committee of the Board called in accordance with Section 7.2 above, the presence or participation of one (1) committee member shall constitute a quorum for the transaction of business. In the event that no directors are able to attend a meeting of the Board or any committee thereof, then the Designated Officers in attendance shall serve as directors, or committee members, as the case may be, for the meeting, without any additional quorum requirement and will have full powers to act as directors, or committee members, as the case may be, of the Corporation.

Section 7.4 Liability. No officer, director or employee of the Corporation acting in accordance with the provisions of this Article VII shall be liable except for willful misconduct.

Section 7.5 Amendments. At any meeting called in accordance with Section 7.2 above, the Board, or any committee thereof, as the case may be, may modify, amend or add to the provisions of this Article VII as it deems it to be in the best interests of the Corporation and as is practical or necessary for the circumstances of the Emergency.

Section 7.6 Repeal or Change. The provisions of this Article VII shall be subject to repeal or change by further action of the Board or by action of the stockholders pursuant to Article VI of these Bylaws, but no such repeal or change shall modify the provisions of Section 7.4 above with regard to action taken prior to the time of such repeal or change.

Section 7.7 Definitions. For purposes of this Article VII, the term “Designated Officer” means an officer identified on a numbered list of officers of the Corporation who shall be deemed to be, in the order in which they appear on the list up until a quorum is obtained, directors of the Corporation, or members of a committee of the Board, as the case may be, for purposes of obtaining a quorum during an Emergency, if a quorum of directors or committee members, as the case may be, cannot otherwise be obtained during such Emergency, which officers have been designated by the Board from time to time but in any event prior to such time or times as an Emergency may have occurred.

* * *

Adopted as of: December 22, 2023

Exhibit 10.1

EXIT AND SETTLEMENT AGREEMENT

This Exit and Settlement Agreement (the “Agreement”) is made and entered into as of November 8, 2024, by and between Nukkleus Inc. with its address located at 525 Washington Blvd 14th Floor, Jersey City, New Jersey 07310, a corporation organized under the laws of the State of Delaware and listed on the NASDAQ stock exchange (the “Company”), and [*] (the “Director”).

RECITALS

WHEREAS, the Director has served as a non-executive director on the Company’s Board of Directors;

WHEREAS, the Company and the Director wish to provide for an orderly resignation and final settlement of all obligations between them;

WHEREAS, both parties wish to resolve all claims and liabilities related to the Director’s tenure with the Company; and

NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, the parties hereby agree as follows:

1. Resignation of Director

The Director hereby resigns from their position as a non-executive director of the Company, effective as of November 8, 2024 (the “Termination Date”). The Company acknowledges receipt of the Director’s resignation and accepts it. Director acknowledges that the Director has no disagreement with the Company on any matter relating to the Company’s operations, policies or practices. The Company acknowledges that is has no disagreement with the Director on any matter relating to the Director’s practices and services to the Company.

2. Final Payment and Share Settlement

By way of full and final settlement of all outstanding Compensation and all outstanding mutual obligations, the Director and the Company agree that the Company will issue to the Director 46,700 shares of the Company’s common stock (the “Shares”). The issuance shall be implemented on or before five (5) business days from the date hereof (the “Issuance Date”)

Subject to applicable laws and regulations, the Director will be entitled to all rights associated with the Shares, including the right to hold, sell, transfer, or otherwise dispose of the Shares at their sole discretion subject to standard restrictions mandated by the Securities Act of 1933, as amended (the “Securities Act”).

The Director acknowledges and agrees that the Shares upon issuance shall bear customary restrictive legends referencing their restrictions on transfer in accordance with the Securities Act. The Director understands that the Shares must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. The Director has been advised or is aware of the provisions of Rule 144, as in effect from time to time, which permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions, including, among other things, the availability of certain current public information about the Company, the resale occurring following the required holding period under Rule 144, and the number of shares being sold during any three month period not exceeding specified limitations.

The Company represents and warrants that, as of the Issuance Date, the Shares will be fully vested, and free from any lock-up agreements, or resale limitations imposed by the Company, and that all regulatory requirements under applicable securities laws have been satisfied to permit the issuance of the shares.

The Director acknowledges that any dealings in the Shares must comply with applicable securities laws and NASDAQ trading regulations. The Director agrees to refrain from trading on any material, non-public information in violation of securities laws.

The Director will be responsible for any taxes, fees, or other charges associated with the issuance, transfer, holding, or sale of the Shares. The Company shall provide any required documentation or reports to assist the Director with tax compliance.

The Company will work with its transfer agent to ensure prompt delivery of the Shares to the name of the Director as book entry no later than the Issuance Date.

3. Release of Claims

Director’s Release: The Director, on behalf of themselves, their heirs, and assigns, fully releases and discharges the Company, its subsidiaries, affiliates, officers, employees, agents, and representatives from any and all claims, demands, causes of action, or liabilities of any kind, known or unknown, arising out of or related to the Director’s role with the Company.

Company’s Release: The Company, on behalf of its subsidiaries, affiliates, officers, and assigns, fully releases and discharges the Director from any and all claims, demands, causes of action, or liabilities of any kind, known or unknown, arising out of or related to the Director’s role with the Company.

4. Indemnity and Hold Harmless

Indemnity: The Company agrees to indemnify the Director against any claims, losses, damages, or liabilities, including attorney’s fees and costs, incurred in connection with third-party claims or proceedings related to their role as a director, except for matters involving fraud or intentional misconduct. This indemnity will be governed by the Company’s bylaws and any applicable D&O insurance policy.

Hold Harmless: The Company will hold the Director harmless from any legal claims or liabilities arising from their directorship, provided that the claims do not involve fraud or intentional misconduct.

4a. Piggyback Registration Rights; Proxy

If, at any time during the one year period following the date of this Agreement, the Company shall propose to file with the Securities and Exchange Commission a registration statement under the Securities Act, as amended, (other than on Forms S-4 or S-8 or any successor to such forms), the Company shall include in such registration statement the Shares. The Company shall use best efforts to cause such registration statement to become effective as soon as practicable.

In consideration of the issuance of the Shares, the Director hereby irrevocably constitutes and appoints Menachem Shalom or his successor as Chief Executive Officer of the Company, with full power of substitution, as the agents, attorneys and proxies of the Director, for and in the name, place and stead of the Director, to vote all of the shares of the Company’s common stock which The Director would be entitled to vote if then personally present at any such annual or special meeting in the manner specified and on any other business as may properly come before the meeting or by written consent of stockholders of the Company. This irrevocable proxy shall continue in force as long as the undersigned owns the shares underlying this proxy. This proxy shall cease to be enforceable upon the earlier of the written release by the Company or March 31, 2026.

4b. Voluntary and Knowing Agreement and Release.

Each of the parties hereto acknowledges that they have entered into this Agreement of their own free will, and that no promises or representations have been made to them by any person to induce them to enter into this Agreement other than the express terms set forth herein. Each of the parties hereto further acknowledges that they have read this Agreement and understands all of their respective terms.

5. Confidentiality and Non-Disparagement

Confidentiality: The Director agrees to keep confidential all proprietary, confidential, or non-public information of the Company, including but not limited to business plans, financial data, customer information, and trade secrets.

Non-Disparagement: The Director agrees not to make any statements, written or oral, that disparage the Company, its officers, directors, or employees. Likewise, the Company agrees not to make any disparaging statements about the Director.

6. Return of Company Property

The Director agrees to return to the Company any property belonging to the Company in the Director’s possession or control, including but not limited to documents, records, electronic devices, and access keys, by the Termination Date.

7. Non-Solicitation

For a period of 12 months after the Termination Date, the Director agrees that they will not directly or indirectly solicit or encourage any employee or consultant of the Company to leave the Company to engage in any competitive activity.

8. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with and subject to the jurisdiction of the laws of Delaware, USA.

9. Entire Agreement

This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements, representations, or understandings, whether written or oral, related to the subject matter hereof.

10. Amendments

No amendments or modifications to this Agreement shall be effective unless in writing and signed by both parties.

IN WITNESS WHEREOF, the Company and the Director have executed this Agreement as of the date first written above.

NUKKLEUS INC.

By:
Name:	Menachem Shalom
Title:	CEO

*[]**

Signature:
Date:

Exhibit 10.2

SUBSCRIPTION AGREEMENT

INVESTOR: NUKK TRACKER NOTES - CH1108678926 / 23714,

series of notes (Series 24) issued by ProETP DAC

By:	/s/ James Prins
Name:	James Prins
Title:	Director
Date	08 November 2024

Share Price:	$ 2.09456
Purchased Shares:	110,707
Purchase Price:	$ 231,882

BANK ACCOUNT DETAILS:

NUKKLEUS INC.

CITIBANK

ROUTING (ABA) 021000089

SWIFT CITIUS33

ACCT NUMBER: 6882381534

Per attached SPA

SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made as of 08 November 2024, by and among Nukkleus Inc., a Delaware corporation (the “Company”), and NUKK TRACKER NOTES - CH1108678926 / 23714, series of notes (Series 24) issued by ProETP DAC (the “Investor”).

WHEREAS, the Company desires to issue and sell to the Investor, and the Investor desires to purchase from the Company, the amount of units (the “Units”) set forth opposite the Investor’s name on the signature page hereto, with each Unit consisting of (i) one share of the Company’s common stock, par value US$0.0001 per share (the “Common Stock” and the “Purchased Shares”, respectively); the Purchased Shares or, the “Purchased Securities”);

WHEREAS, the purchase price per Unit shall equal a five percent (5%) discount from the closing share price of the Company as listed on the Nasdaq Stock Market as of the business day immediately prior to the Closing Date (the “Price Per Unit”); and

WHEREAS, in connection therewith, the Company and the Investor desire to enter into a Registration Rights Agreement, (the “Registration Rights Agreement”), pursuant to which, among other things, the Company will agree to provide certain registration rights to the Investor with respect to the Purchased Securities issued under the Securities Act of 1933, as amended (the “Securities Act”) and the rules and regulated promulgated thereunder, and applicable state securities laws.

WHEREAS, the Investor is purchasing the Units as securities assets to be held on its behalf in relation to Series 24 under its respective custody account with number 23714, which account is opened and held by ISP Securities AG acting as custodian.

WHEREAS, the Company declares hereof that it has already received the amount of USD 231,882 on its bank account from the Investor. Since the Company shares underwent through reverse split – the Parties are executing this agreement based on the post-reverse split event to reflect the changes.

NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

1. PURCHASE AND SALE OF COMMON STOCK.

1.1 Sale and Issuance of Units. Subject to the satisfaction of certain closing conditions set forth in Sections 4 and 5 hereof at the Closing (as defined below), the Company shall issue and sell to the Investor, and the Investor shall purchase from the Company, such amount of Units as set out opposite the Investor’s name on the signature page hereto (collectively, the “Purchased Units”), in consideration for the payment of a purchase price equal to the product resulting from multiplying the Price Per Unit by the amount of the Purchased Units (the purchase price to be paid by the Investor, the “Purchase Price”).

1.2 Closing. The consummation of the transactions contemplated hereby, including the sale and purchase of the Purchased Units (the “Closing”) shall take place remotely via the exchange of documents and signatures, at such time and place as the Company and the Investor mutually agree upon (such designated time and place, the “Closing Date”). The Closing shall be subject to the conditions of Sections 4 and 5 below, which conditions shall be deemed to take place simultaneously and no transaction described in such sections shall be deemed to have been completed or any document delivered until all such transactions have been completed and all such required documents delivered; provided that the issuance of the Purchased Units to the Investors shall be contingent upon receipt of such funds.

1.3 Closing Deliverables. within 14 business days from receipt of subscription proceeds, the Company shall deliver to the Investor:

(a) True and correct copies of written resolutions, or minutes of a meeting, of the board of directors of the Company (the “Board”), approving and adopting in all respects the execution, delivery and performance by the Company of this Agreement and the transactions contemplated hereby, including, among others, (i) authorizing the issuance and sale of the Purchased Securities in consideration for the an aggregate amount equal to the Purchase Price and (ii) approving the execution, delivery and performance by the Company of all agreements contemplated herein to which the Company is party and any agreements, instruments or documents ancillary thereto;

(d) Subject to payment of the applicable portion of the Purchase Price, duly executed stock certificates or book-entry confirmations representing the Purchased Units issued at the Closing, in the name of the Investor;

(e) A certificate duly executed by an executive officer of the Company as of the Closing stating that the conditions specified in Section ‎4 have been satisfied.

1.4 Purchase Price. Subject to and contingent upon the Closing, the Investor shall transfer to the Company, on or before the Closing Date, the Investor’s Purchase Price by wire transfer of immediately available funds according to the wire instructions provided by the Company and the Registration Rights Agreement covering the Purchased Shares.

2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

Except as set forth in this this agreement, all the Company’s public filings https://www.sec.gov/edgar/browse/?CIK=1787518&owner=exclude shall be deemed a part hereof and shall qualify any representation or warranty made hereunder, the Company hereby represents and warrants to the Investor that the following representations are true, correct and complete as of the date hereof and as of the Closing (as if made on the Closing Date), except, in each case, as to such representations and warranties that address matters as of a particular date, which are true, correct and complete only as of such date.

2.1 Subsidiaries. The subsidiaries of the Company (the “Subsidiaries”) are listed in the exhibit to the Annual Report on Form 10-K filed by the Company with the Securities and Exchange Commission (the “Commission”) on July 12, 2024. As of the date of the Agreement, the Subsidiaries are the only direct or indirect subsidiaries of the Company. The Company owns, directly or indirectly, all of the capital stock or other equity interests of the Subsidiaries, free and clear of any lien, charge, claim, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction, and all of the issued and outstanding share capital of the Subsidiaries are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

2.2 Organization. The Company and the Subsidiaries are each an entity duly incorporated or otherwise organized, validly existing and in good standing (if applicable in such jurisdiction) under the laws of the jurisdiction of incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted or proposed to be conducted. Neither the Company nor the Subsidiaries are in violation nor default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries are duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document (as defined below), (ii) a material adverse effect on the results of operations, assets, business, prospects, properties or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a “Material Adverse Effect”), and no proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.

2.3 Capitalization.

(a) The authorized share capital of the Company is as reported on the SEC Filings (defined below). There are no other shares of any other class or series of capital stock of the Company authorized, issued or outstanding.

(b) The Company has no capital stock reserved for issuance, except as set out in Section 2.3(b) of the Disclosure Schedule and that, the Board has reserved (i) sufficient number of shares of Common Stock for issuance of, and grant of options or other equity awards exercisable into, Common Stock to directors, officers, employees, consultants and service providers of the Company or the Subsidiary, under the Stock Incentive Plan of the Company, and (ii) sufficient number of shares of Common Stock for issuance upon exercise of outstanding warrants listed in the SEC Filings. As of the date hereof, the Company has reserved and the Company shall continue to reserve and keep available at all times, free of preemptive rights, a sufficient number of shares of Common Stock for the purpose of enabling the Company to issue Common Stock pursuant to this Agreement and Common Stock issuable pursuant to any exercise of the Warrants.

(c) The issued and outstanding shares of the Company are duly and validly authorized and issued, fully paid and non-assessable, and were offered and issued in compliance with the provisions of the Certificate of Incorporation of the Company as in effect at the time of each such issuance and in compliance with all applicable corporate and securities laws.

(d) No shares, options, warrants, rights (including conversion, preemptive rights, rights of first refusal or similar rights), commitments, agreements, understandings or arrangements, relating to the issued or unissued capital stock of the Company or any securities convertible into or exchangeable for stock or equity interest of the Company, including rights to subscribe for or purchase from the Company of any of its share capital or other equity interest, or any securities convertible into or exchangeable for stock of the Company or other equity interest, are outstanding or otherwise existing, other than as set forth in the SEC Filings, or that could require or obligate the Company to issue, sell, transfer, redeem, purchase, repurchase, acquire or otherwise cause to be outstanding, any of the Company’s share capital or equity interest or securities convertible or exercisable into shares or equity interest thereof, or obligations of the Company to grant, extend or enter into any such option, warrant, right, commitment or agreement. Except as disclosed in the Reports, there are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.

(e) No option, security or other equity award convertible or exercisable into stock of the Company contains a provision for acceleration of vesting (or lapse of a repurchase right) or other changes in the vesting provisions or other terms of such option, security or other equity award upon the occurrence of any event or combination of events, except as disclosed in the Company’s reports, schedules, forms, statements and other documents filed under the Securities Act and the Exchange Act (as defined below) (the “SEC Filings”) https://www.sec.gov/edgar/browse/?CIK=1787518&owner=exclude. No share, option, security or other equity award convertible or exercisable into shares of the Company is subject to repurchase or redemption (contingent or otherwise) by the Company, except as disclosed in the SEC Filings, and the Company has not repurchased or redeemed any of the Company’s shares of stock, options, security or other equity awards.

(f) No person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. The issue and sale of the Purchased Securities will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under such securities.

(g) The Company has not declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its share capital.

2.4 Authorization. The Company has all requisite corporate power and authority, and has taken all requisite corporate action on the part of the Company, its directors and stockholders, necessary for the authorization, execution and delivery of this Agreement, the Registration Rights Agreement, and the other agreements, instruments or documents entered into in connection with this Agreement and to which the Company is a party (collectively, the “Transaction Documents”) and for the performance of all obligations of the Company under the Transaction Documents in accordance with their terms has been taken or will be taken prior to the Closing. The Transaction Documents, when executed and delivered by the Company, and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

2.5 Valid Issuance. The Purchased Securities being issued to the Investor have been duly authorized and when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, shall be duly and validly issued, fully paid, and non-assessable, issued in compliance with all applicable securities laws, and free and clear of liens, pledges, charges, encumbrances or other restrictions on transfer of any kind (including, without limitation, preemptive rights), other than restrictions on transfer under this Agreement, the Company’s current Certificate of Incorporation (the “Certificate”) and Bylaws (the “Bylaws”) and under applicable securities laws and other than liens or encumbrances created by or imposed by the Investors. The shares of Common Stock underlying the Warrants have been duly authorized and, upon exercise of the Warrants in accordance with their terms, will be validly issued, fully paid and nonassessable. The rights, privileges and preferences of the Purchased Securities are as stated in the Certificate and Bylaws, as may be amended from time to time in accordance with their terms. Assuming the accuracy of the representations made by the Investors in Section 3, the offer and issuance by the Company of the Purchased Securities is exempt from registration under the Securities Act.

2.6 No Conflict; Consents. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which it is a party, the issuance and sale of the Purchased Securities and the consummation by it of the transactions contemplated hereby and thereby do not and will not: (i) conflict with or violate any provision of the Articles, Bylaws or other organizational or charter documents, (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction, upon any of the properties or assets of the Company, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company debt or otherwise) or other understanding to which the Company is a party or by which any property or asset of the Company is bound or affected, or (iii) conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to result in a Material Adverse Effect. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state, or local governmental authority on the part of the Company or the Subsidiary is required in connection with the consummation of the transactions contemplated by the Transaction Documents.

2.7 Reports; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company with Nasdaq (the “Reports”). As of their respective dates, the Reports complied in all material respects with the rules and regulations of Nasdaq and the SEC and none of the Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Reports (the “Financial Statements”) comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto. Such Financial Statements have been prepared in accordance with Generally Accepted Accounting Principles in the U.S. (“US GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by US GAAP, and fairly present in all material respects the consolidated financial condition and position of the Company and the Subsidiary, as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

2.8 Financial Statements; No Undisclosed Liabilities.

(a) Except as set out in the Financial Statements, the Company and the Subsidiaries have no liabilities or obligations, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business, which, individually and in the aggregate, do not exceed US$15 million; and (ii) liabilities and obligations of a type or nature not required under GAAP to be reflected in its financial statements, which, individually and in the aggregate do not exceed USUS$15 million.

(b) The Company and the Subsidiaries are not guarantors or indemnitors of any debt or obligation of another, nor has the Company or the Subsidiary given any loan, security or otherwise agreed to become liable for any obligation of any person. No person has given any guarantee of, or security for, any obligation of the Company or the Subsidiaries. The Company and the Subsidiaries did not extend any loans or advances to any person, other than advances for expenses to its employees in the ordinary course of business.

2.9 Assets and Properties. Both the Company and the Subsidiaries have good and marketable title to all of the tangible or personal properties and assets owned by the Company and the Subsidiaries, which are material to the business of the Company or the Subsidiaries as currently conducted and as proposed in the Reports to be conducted, and such properties and assets are free and clear of all mortgages, deeds of trust, liens, pledges, charges, security interests, conditional sale agreement, loans and encumbrances, except for statutory liens for the payment of current taxes that are not yet delinquent and encumbrances and liens that arise in the ordinary course of business and do not materially impair the Company’s or the Subsidiaries’ ownership or use of such property or assets. With respect to the tangible property and assets it leases, the Company and the Subsidiaries are in compliance in all material respects with such leases and, to the Company’s knowledge, holds a valid leasehold or license interest free of any liens, pledges, charges, security interest, claims or encumbrances, other than those of the lessors of such property or assets. The Company and the Subsidiaries do not own any real property.

2.10 Intellectual Property. The Company and the Subsidiaries own, or have rights to use, all patents, patent applications, trademarks, trademark applications, trade and service mark registrations, service marks, trade names, trade secrets, inventions, copyrights, technology, know-how, licenses and other intellectual property rights, proprietary rights and similar rights in connection with their respective businesses and which the failure to so have could or reasonably be expected to have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). Neither the Company nor the Subsidiaries have received a notice (written or otherwise) that any of the material Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement. Neither the Company nor the Subsidiaries have received, since January 1, 2021, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe (and will not infringe) the rights of any Person. To the knowledge of the Company, all such Intellectual Property Rights are enforceable. The Company and the Subsidiary have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has no knowledge of any facts that would preclude it or the Subsidiaries from having valid license rights or clear title to the Intellectual Property Rights. Except as disclosed in https://www.sec.gov/edgar/browse/?CIK=1787518&owner=exclude, there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any Company Intellectual Property or the Company’s Intellectual Property Rights. The Company and the Subsidiaries own or have rights or licenses to use all Intellectual Property Rights that are necessary to conduct its business as now conducted and as proposed in the Reports to be conducted. For purposes of this Section, “knowledge”, including the phrase “to the Company’s knowledge” (or similar phrases), when used in this Section 2.12 (“Intellectual Property”) shall mean the actual knowledge of the incumbent CEO, CFO and CTO of the Company, without conducting any patent search, freedom to operate, infringement, or any similar search.

2.11 Labor Matters.

(a) The Company and the Subsidiaries have complied, in all material respects, with all applicable employment laws, policies, procedures and agreements relating to employment, and terms and conditions of employment. The Company and the Subsidiaries have paid in full to all of their respective employees and consultants all wages, salaries, commissions, bonuses, benefits and other compensation due and payable to such employees or consultants on or prior to the date of this Agreement. The Company and the Subsidiaries have complied in all material respects with the applicable laws relating to the proper withholding and remittance to the proper tax and other authorities of all sums required to be withheld from employees or persons deemed to be employees under applicable laws. To the Company’s knowledge, all persons classified by the Company or the Subsidiaries as consultants or contractors thereof are correctly classified as such and not as employees for any purpose. The Company’s and the Subsidiaries’ liability for any obligations to pay any amount of severance payment, pension, accrued vacation, and other social benefits and contributions, under applicable law or contract, or any other payment of substantially the same nature, is fully funded by deposit of funds in severance funds, pension funds, managers insurance policies or provident funds (and if not required to be so funded, adequate provisions have been made in the Financial Statements).

(b) Neither the Company nor the Subsidiaries is a party to, bound by or subject to, and no employee of the Company or the Subsidiaries benefits from, any collective bargaining agreement, collective labor agreement, extension orders, or other contract or arrangement with a labor union, trade union or other organization or body, to provide benefits or working conditions beyond the minimum benefits and working conditions required by applicable law. No labor union has requested or, to the Company’s knowledge, has sought to represent any of the employees, representatives or agents of the Company or the Subsidiaries, nor is the Company or the Subsidiaries aware of any labor organization activity involving its employees. There is no strike or other labor dispute involving the Company or the Subsidiaries pending or, to the Company’s knowledge, threatened.

2.12 Taxes. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect, the Company and the Subsidiaries each (i) has made or filed all federal, state and local income and foreign income and franchise tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations and (iii) has set aside on its books provisions reasonably adequate for the payment of all material taxes for periods subsequent to the periods to which such returns, reports or declarations apply. Except as disclosed in Reports, there are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and neither the officers of the Company nor the Subsidiaries know of no basis for any such claim.

2.13 Governmental Grants. Neither the Company nor the Subsidiary have applied, obtained or received any grant, loan, incentives, benefits (including tax benefits), subsidies or other assistance from any governmental or regulatory authority or any agency, or any international or bilateral fund, institute or organization or public entities or authorities.

2.14 Litigation. There is no claim, action, suit, proceeding, arbitration, complaint, charge or, to the Company’s knowledge, investigation pending, or currently threatened in writing against the Company or the Subsidiaries, any of its properties, or any officer, director or employee of the Company or the Subsidiaries, including, without limitation, arising out of their employment with the Company or the Subsidiaries or in their capacity as such, or that questions the validity of the Transaction Documents or the right of the Company to enter into them, or to consummate the transactions contemplated by the Transaction Documents.

2.15 Insurance. The Company and the Subsidiaries are covered by insurance with respect to its properties and business.

2.16 Compliance. Neither the Company nor the Subsidiaries (i) are in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or the Subsidiaries under), nor has the Company or a Subsidiary received written notice of a claim that it is in default under, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), (ii) is in violation of any order of any court, arbitrator or governmental body, or (iii) is in violation of any law, rule or regulation of any governmental authority, except in each case as would not have a Material Adverse Effect.

2.17 Permits. The Company and the Subsidiaries possess all licenses, certificates, permits and other authorizations issued by all applicable authorities necessary to conduct their respective businesses, and neither the Company nor the Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to have a Material Adverse Effect.

2.18 Sarbanes-Oxley; Internal Accounting Controls. Except as disclosed in the Reports, the Company and the Subsidiaries are in material compliance with any and all applicable requirements of the Sarbanes-Oxley Act of 2002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Securities and Exchange Commission thereunder that are effective as of the date hereof and as of the Closing Date. The Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. There have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiary that have materially adversely affected, or is reasonably likely to materially adversely affect, the internal control over financial reporting of the Company and its Subsidiaries.

2.19 Certain Fees. No brokerage or finder’s fees or commissions are or will be payable by the Company or the Subsidiaries to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by this Agreement.

2.20 Disclosure. No representation or warranty of the Company contained in this Agreement and no certificate furnished or to be furnished to the Investors at the Closing contains any untrue statement of a material fact or, to the Company’s knowledge, omits to state a material fact necessary in order to make the statements contained herein or therein not misleading in light of the circumstances under which they were made.

2.21. Others. The Company represents and warrants that the Units purchased by the Investor will not constitute the Investor holding the shares as a parent company and the Investor will not have any controlling interest and/or voting rights in the Company.

3. REPRESENTATIONS AND WARRANTIES OF THE INVESTOR.

The Investor hereby represents and warrants that the following representations are true, correct and complete as of the date hereof and as of the Closing; except, in each case, as to such representations and warranties that address matters as of a particular date, which are given only as of such date:

3.1 Authorization; Organization. The Investor is duly organized, validly existing and, if applicable, in good standing under the laws of the jurisdiction in which it has been incorporated and has full power and authority to enter into the Transaction Documents to which the Investor is a party. The Transaction Documents to which the Investor is a party, when executed and delivered by the Investor, and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute valid and binding obligations of the Investor, enforceable against the Investor in accordance with their respective terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, and (iii) as may be limited by applicable securities laws.

3.2 No Conflict; Consents. The execution, delivery and performance by the Investor of the Transaction Documents to which it is a party and the consummation of the transactions contemplated by such Transaction Documents do not and will not (a) result in any conflict with, or a breach or violation, with or without the passage of time and giving of notice, of any of the terms, conditions or provisions of, or give rise to rights to others (including rights of termination, cancellation or acceleration) under: (i) the governing documents of such Investor; (ii) any judgment, injunction, order, writ, decree or ruling of any court or governmental authority, domestic or foreign, to which such Investor is subject; (iii) any material contract or agreement, lease, license or commitment to which such Investor is a party or by which it is bound; (iv) any applicable law; or (b) require the consent, approval or authorization of, registration, qualification or filing with, or notice to any person or any federal, state, local or foreign governmental authority or regulatory authority or agency, in each case, by such Investor, which has not heretofore been obtained or made or will be obtained or made prior to Closing.

3.3 Disclosure of Information. The Investor has had an opportunity to discuss the Company’s business, operations, properties, prospects, technology, plans, management, financial affairs and the terms and conditions of the offering of the Purchased Units with the Company’s management. The foregoing, however, does not limit, modify or qualify the representations and warranties of the Company in Section ‎2 of this Agreement or the right of the Investor to rely thereon. The Investor acknowledges that any projections provided (if any) by the Company are uncertain in nature, and that some or all of the assumptions underlying such projections may not materialize or will vary significantly from actual results.

3.4 Restricted Securities. The Investor’s Purchased Units have not been and, except as provided in the Registration Rights Agreement, will not be registered under the Securities Act or any state securities laws and, therefore, cannot be resold unless they are registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. The Investor is aware, except as set forth in the Registration Rights Agreement that the Company is under no obligation to effect any such registration or to file for or comply with any exemption from registration. The sale and issuance of the Investor’s Purchased Units have not been registered under the Securities Act by reason of a specific exemption from registration which depends upon, among other things, the accuracy of the Investor’s representations as expressed herein.

3.5 Legends. The Purchased Units, and (if applicable) any securities issued in respect of or exchange for the foregoing may be notated with the following or a similar legend as well as other legends as may be required by applicable securities laws: “THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO TRANSFER OF SUCH SHARES MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.”

This legend shall be removed if either (i) the resale of the Purchased Securities has been registered for resale under the Securities Act or (ii) the Purchased Securities held by such Investor can be resold under Rule 144 promulgated under the Securities Act without volume and manner of sale limitations.

4. CONDITIONS OF INVESTORS OBLIGATIONS AT CLOSING.

The obligation of the Investor to purchase the Purchased Units at the Closing is subject to the fulfillment on or before the Closing of each of the following conditions, unless otherwise waived in writing by such Investor:

4.1 Representations and Warranties. The representations and warranties of the Company in Section 2 of this Agreement shall have been true in all material respects on and as if made as of the Closing.

4.2 Performance. The Company shall have performed and complied, in all material respects, with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before the Closing.

4.3 Delivery of Documents. All of the documents to be delivered by the Company pursuant to Section ‎1.4 shall have been in a form as attached to this Agreement, or, if not attached, in a form and substance satisfactory to such Investor and shall have been delivered to such Investor.

5. CONDITIONS OF THE COMPANY’S OBLIGATIONS AT CLOSING.

The obligations of the Company to the Investor under this Agreement are subject to the fulfillment on or before the Closing of each of the following conditions, unless otherwise waived in writing by the Company:

5.1 Representations and Warranties. The representations and warranties contained in Section ‎3 shall have been true in all material respects on and as if made as of the Closing.

5.2 Performance. The Investor shall have performed and complied, in all material respects, with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before the Closing.

6. AFFIRMATIVE COVENANTS BY THE COMPANY.

6.1 Use of Proceeds. The Company will use the Purchase Price for its general corporate needs and working capital including to pay its existing Payables.

7. INDEMNIFICATION.

7.1 Effectiveness; Survival.

(a) The Investor has the right to fully rely upon all representations, warranties and covenants of the Company, for which the Company shall be held responsible (the “Indemnitor”), contained in or made pursuant to this Agreement and in the schedules attached hereto. The representations and warranties of the Company contained in or made pursuant to this Agreement shall in no way be affected by any investigation or knowledge of the subject matter thereof made by or on behalf of the Investor.

(b) The representations and warranties of the Company contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closing the 12 months anniversary of the Closing Date.

7.2 Indemnification.

(a) Indemnifiable Losses. The Indemnitor shall indemnify the Investor (including their respective shareholders, limited and general partners directors and officers) (each, an “Indemnitee”) against, and hold each Indemnitee harmless from all claims, actions, suits, settlements, damages, expenses (including, reasonable legal costs and expenses), losses, or costs sustained or incurred by such Indemnitees (collectively, “Losses”) resulting from, or arising out of, a breach or misrepresentations of any the Indemnitor’s representations, warranties or covenants made in this Agreement, subject to the limitations in this Section ‎7.

(b) Limitations. The Indemnitee’s right for indemnification hereunder is subject to the following conditions and limitations, notwithstanding anything to the contrary in this Agreement, but in addition to any other limitation or condition contained herein; provided, however, no limitation shall apply to fraud:

(i) Other than in respect of the representations made in Sections 2.2, 2.3, 2.4, 2.5 and 2.6, the Indemnitor shall not be liable for any Loss, unless and until the aggregate of Losses equal or exceeds US$100,000, in which case indemnification shall be made from the first dollar;

(ii) The Indemnitor’s liability shall be limited to the Investor’s Purchase Price; and

(iii) in no event, shall the Company be liable for consequential, special, indirect, exemplary or punitive damages.

(c) Claims Notice; Third Party Claims. In the event that an Indemnitee wishes to assert a claim for indemnification hereunder it shall give the Indemnitor a prompt written notice thereof (a “Claims Notice”), which shall describe in reasonable detail the facts and circumstances upon which the asserted claim for indemnification is based and thereafter keep the Indemnitor informed, in all material respects, with respect thereto. In the event that such Claims Notice results from a third party claim against the Indemnitee, such Indemnitee shall promptly upon becoming aware of the commencement of proceedings by such third party provide the Indemnitor with the Claims Notice and the Indemnitor shall have the right to assume the defense thereof (at Indemnitor’s expense) with counsel mutually satisfactory to the parties; provided, however, that the Indemnitees shall have the right to retain their own counsel, at the reasonable expense of the Indemnitor, and within the indemnification limitations herein, if representation of all parties by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between the parties in such proceeding. Failure of the Indemnitees to give prompt notice or to keep it informed, as provided herein, shall not relieve the Indemnitor of any of its obligations hereunder, except to the extent that the Indemnitor is actually and materially prejudiced by such failure. The Indemnitor shall not be liable nor shall it be required to indemnify or hold harmless the Indemnitees in connection with any settlement effected without its consent in writing, which shall not be unreasonably withheld or delayed.

(d) Sole Remedy. The indemnification provided by the Indemnitor hereunder and the enforcement of such indemnification shall be the exclusive remedy available to the Indemnitees under this Agreement, other than with respect to Fraud; provided that this provision does not limit the right to seek specific performance, a restraining order or injunctive or other equitable relief with respect to any provision of this Agreement.

(e) Insurance Reimbursement. The amount of any Losses for which indemnification is provided under this Section 7 shall be reduced by: (a) the insurance proceeds actually received with respect to any such Losses and (b) any other amount, if any, actually recovered from third parties (as a result of indemnification, contribution, guarantee or otherwise) by the Indemnitee (or its affiliates) with respect to any Losses less, in the case of each of the immediately preceding clauses (a) and (b), all reasonable costs (including attorneys’ fees) of the Indemnitee to collect such proceeds (each source named in clauses (a) and (b) of this Section 7(e), a “Collateral Source”); provided that such Indemnitee shall nevertheless be entitled to bring a claim for indemnification under this Section 7 in respect of such Losses. If an Indemnitee has received the payment required under this Section 7 from the Company in respect of any Losses and later receives proceeds from a Collateral Source in respect of the same Losses, then such Indemnitee shall pay to the Company within 30 days after receipt, an amount equal to the excess of (i) the amount previously received by the Indemnitee under this Section 7 with respect to such Loss, plus the amount of proceeds actually received by such Indemnitee from such Collateral Source (less all collection costs), over (ii) the amount of Losses with respect to such claim which the Indemnitee is entitled to receive under this Section 7.

(f) No Multiple Recoveries. No Indemnitee shall be entitled to recover from the Company more than once for any particular Loss, nor shall the Company be liable or otherwise obligated to indemnify any or all Indemnitees for the same Loss more than once (i.e., no double counting).

(g) Changes in Law. Other than for Claims arising out of fraud, the Company shall not have any liability for changes (included retroactive changes) in law, tax or regulatory regime following the Closing.

7.3 Limited Recourse and Non – Petition. Notwithstanding what has been set in this Agreement, the obligations of the Investor under this Agreement are limited recourse obligations of Series 24 pursuant to its series memorandum. If the moneys made available to the Series 24 are not sufficient to cover any of the Investor´s obligations in respect of this Agreement, the other assets of the Investor, its directors, officers or shareholder(s) will not be available for payment of any shortfall arising therefrom and the Company (including any of its Shareholders) shall have no further claims against the Investor (its directors, shareholders and officers) in respect of such unpaid amounts and will accordingly not be able to petition for the winding-up of, or the appointment of an examiner to, the Investor, as a consequence of such shortfall.

8. MISCELLANEOUS.

8.1 Further Assurances. Each of the parties hereto shall perform such further acts and execute such further documents as may reasonably be necessary to carry out and give full effect to the provisions of this Agreement and the intentions of the parties as reflected thereby.

8.2 Entire Agreement. This Agreement (including the exhibits and schedules hereto) and the other Transaction Documents constitute the full and entire understanding and agreement between the parties with respect to the subject matter hereof, and supersede all prior agreements and understandings, both written and oral, among any of the parties hereto, with respect to the subject matter hereof (with no concession being made as to the existence of any such prior agreements or understandings).

8.3 Amendment; Waiver. Except as explicitly set forth herein, any term of this Agreement may be amended only with the written consent of both the Company and the Investors. The observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) only by the prior written consent of the party against which enforcement of such waiver shall be sought. Any amendment or waiver effected in accordance with this Section ‎8.3 shall be binding upon the applicable parties, including Purchased Units each future holder of such securities.

8.4 Assignment; Successors and Assigns. None of the rights, privileges or obligations set forth in, arising under, or created by this Agreement may be assigned or transferred by any party, without the prior written consent of the other parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. Notwithstanding what has been set in this Section, nothing in this Agreement shall restrict or otherwise prohibit the transfer or assignment by the Investor of any of its rights, title and interests into and under this Agreement to the trustee of Series 24.

8.5 Governing Law. Jurisdiction. This Agreement shall be governed by and construed in accordance with to the laws of the State of Delaware, disregarding its conflict of laws rules.

8.6 Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt, or (i) when delivered, if sent by personal delivery to the party to be notified, (ii) when sent, if sent by electronic mail or facsimile (with electronic conformation of delivery) on a business day and during normal business hours of the recipient, and otherwise on the first business day in the place of recipient, (iii) five (5) business days after having been sent, if sent by registered or certified mail, return receipt requested, postage prepaid, or (iv) one (1) business day after deposit with an internationally recognized overnight courier, freight prepaid, specifying next business day delivery, with written confirmation of receipt. All communications shall be sent to the respective parties at their address or contact details as set forth below, or to such address or contact details as subsequently modified by written notice given in accordance with this Section 8.6 or, in the case of the Investors, as used for purposes of sending shareholders’ notices by the Company.

If to the Company:

___________________

Attention:

Telephone:

E-mail:

If to an Investor:

as set forth on the signature page hereto

8.7 Delays or Omissions. Except as expressly provided herein, no delay or omission to exercise any right, power or remedy accruing to any party to this Agreement upon any breach or default of any other party under this Agreement, shall impair any such right, power or remedy of such non-defaulting party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default therefore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any party to this Agreement, shall be cumulative and not alternative.

8.8 Interpretation. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. Unless the context requires otherwise, the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety, and not to any particular provision hereof, and all references herein to Sections shall be construed to refer to Sections to this Agreement, unless otherwise explicitly stated. Reference to “governmental authorities” (or similar terms) shall include any: (a) nation, principality, state, commonwealth, territory, county, municipality, district or other jurisdiction of any nature, (b) federal, state, local, municipal, foreign or other government, (c) governmental, quasi-governmental or regulatory body of any nature, including any governmental division, subdivision, department, agency, bureau, branch, office, commission, council, board, instrumentality, organization, unit, or body, or (d) court, public or private arbitrator or other public tribunal. Reference to a “person” or “Person” shall mean any individual, corporation, partnership, limited liability company, firm, joint venture, association, joint-stock company, trust, estate, unincorporated organization, governmental authority or other entity, including, any party to this Agreement. Any reference to a “day” or a number of days (without explicit reference to “business days”) shall be interpreted as a reference to a calendar day or number of calendar days, and if any action is to be taken or given on or by a particular calendar day, and such calendar day is not a business day, then such action may be deferred until the first business day thereafter (where “business day” shall mean any day on which banking institutions in Tel-Aviv-Jaffa, Israel are generally open to the public for conducting business and are not required by law to close).

8.9 Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and the balance of the Agreement shall be enforceable in accordance with its terms and interpreted so as to give effect, to the fullest extent consistent with and permitted by applicable law, to the meaning and intention of the excluded provision.

8.9 Fees and Expenses. Each party shall be responsible for the fees and expenses of its own advisors, accountants and counsel incurred with regard to transactions contemplated by this Agreement.

8.10 Counterparts. This Agreement and any Transaction Document may be executed in one or more counterparts, all of which together shall constitute one and the same instrument, binding and enforceable against the parties so executing the same; it being understood that all parties need not sign the same counterpart. Counterparts may also be delivered by facsimile or email transmission (in pdf format or the like, or signed with docusign, e-sign or any similar form of signature by electronic means) and any counterpart so delivered shall be sufficient to bind the parties to this Agreement or any other Transaction Document, as an original.

Remainder of Page Intentionally Omitted; Signature Pages Follow

IN WITNESS WHEREOF, the parties have executed this Securities Purchase Agreement as of the date first written above.

	COMPANY:

	NUKKLEUS INC.

	By:	/s/ Menachem Shalom
	Name:	Menachem Shalom
	Title:	CEO

[Company Signature Page to Securities Purchase Agreement]

INVESTOR:

NUKK TRACKER NOTES - CH1108678926 / 23714,

series of notes (Series 24) issued by ProETP DAC

By:	/s/ James Prins
Name:	James Prins
Title:	Director

Email: proetp@trustmoore.com

Share Price:	$ 2.09456
Purchased Shares:	110,707
Purchase Price:	$ 231,882

[Investor Signature Page to Securities Purchase Agreement]

Exhibit 10.3

CONVERSION AGREEMENT

CONVERSION AGREEMENT dated as of November 8, 2024 (this “Agreement”) by and between Nukkleus Inc., a Delaware corporation (the “Company”), and X Group Fund of Funds, Limited Partnership (the “Holder”).

RECITALS

WHEREAS, as of the effective date of this Agreement, the Company owes the Holder an aggregate of $771,085, including without limitation the principal and accrued interest thereon and all rights of the Holder pursuant to (i) Senior Unsecured Promissory Note issued to the Holder in the principal amount of $125,000 on September 10, 2024, (ii) Senior Unsecured Promissory Note issued to the Holder in the principal amount of $312,500 dated June 11, 2024 and (iii) Senior Unsecured Promissory Note issued to the Holder in the principal amount of $31,250 dated June 18, 2024 and (iv) Senior Unsecured Promissory Note issued to the Holder in the principal amount of $31,250 dated June 17, 2024 and (v) the principal amount of $51,000 funded by the Holder to the Company on September 28, 2024, which was not evidenced by a promissory note (vi) the principal amount of $76,000 funded by the Holder to the Company on September 28, 2024, which was not evidenced by a promissory note (vii) the principal amount of $57,000 funded by the Holder to the Company on September 28, 2024, which was not evidenced by a promissory note (viii) the principal amount of $10,000 funded by the Holder to the Company on October 20, 2024, which was not evidenced by a promissory note all with the accrued agreed interest of 12 per annum(collectively, the “Debt”); and

WHEREAS, the Holder desires that the Company exchange the Debt for 385,542 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 $2.00 (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.

NOW, THEREFORE, in consideration of the premises and the mutual representations, warranties, covenants, agreements and undertakings contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

ARTICLE I
EXCHANGE

Section 1.1 Exchange. Upon the terms and subject to the conditions set forth in this Agreement, (i) simultaneous with the execution and delivery of this Agreement, the Holder shall deliver to the Company the original documentation evidencing the Debt and (ii) within ten business days thereafter, the Company shall deliver to the Holder a book entry statement representing the Settlement Shares and the Warrant both registered in the name of the Holder. It is the intention of the parties that such exchange is a private transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”).

Section 1.2 Restricted Securities. The Settlement Shares and the Warrant being issued to the Holder hereunder are duly and validly issued, fully paid and non-assessable, and will be free of any liens, claims or encumbrances and restrictions on transfer other than the fact that such shares are “restricted securities” as such term is defined under the Securities Act. Accordingly, the Settlement Shares received by the Holder may only be sold or transferred pursuant to an effective registration statement or in accordance with an exemption from registration under the Securities Act.

Section 1.3 Legend. The book entry evidencing the Settlement Shares and the Warrant shall contain a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates for such shares):

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY OTHER APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION OR THERE IS AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER, THAT AN EXEMPTION THEREFROM IS AVAILABLE AND THAT SUCH DISPOSITION IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.

ARTICLE II
REPRESENTATIONS AND WARRANTIES OF THE HOLDER

The Holder hereby represents and warrants to the Company the following:

Section 2.1 Ownership of the Debt. The Holder is the sole owner of the Debt and has good and marketable title to such Debt, free and clear of any title defect, objection, security interest, pledge, encumbrance, lien, charge, claim, option, preferential arrangement or restriction of any kind, including, but not limited to, any restriction on the transfer or other exercise of any attributes of ownership (collectively, “Liens”).

Section 2.2 Authority. The Holder has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and all documents and instruments specified herein, to carry out his obligations hereunder and to consummate the transactions contemplated hereby. If the Holder is an entity, the person executing this Agreement has been duly authorized by the Holder to execute and deliver this Agreement on behalf of such Holder. This Agreement has been duly executed and delivered by the Holder and, assuming due authorization, execution and delivery by the other parties hereto, this Agreement constitutes a legal, valid and binding obligation of the Holder, enforceable against him in accordance with its terms.

Section 2.3 Approval of Transaction; No Conflict. The execution and delivery of this Agreement by the Holder does not, and the performance of this Agreement by the Holder will not, require any consent, approval, authorization or other action by, or filing with or notification to, any person, entity, governmental authority or regulatory authority. Furthermore, the execution, delivery and performance of this Agreement by the Holder does not and will not (x) conflict with or violate any agreement, law, rule, regulation, order, writ, judgment, injunction, decree, determination or award to which the Holder is a party or by which any of his assets are bound or (y) result in the creation or imposition of any Lien on the Debt. If Holder is an entity, the execution, delivery and performance of this Agreement by the Holder does not and will not violate or conflict with any provision of the Articles of Incorporation or By-Laws or other organizational documentation of the Holder.

Section 2.4 Investment Intent. The Holder is an “accredited investor”, as that term is defined in Regulation D under the Securities Act. The Holder acknowledges that he is able to evaluate and has such knowledge and experience in financial or business matters that he is capable of evaluating the merits and risks of accepting the Settlement Shares in exchange for the Debt. The Holder further acknowledges that the shares of Settlement Shares are restricted securities, and as such cannot be offered or sold unless they are subsequently registered under the Securities Act and any applicable state securities laws or an exemption therefrom is available. The Holder is receiving the Settlement Shares for his own account and not with a present view towards the public sale or distribution, other than as set forth in this Agreement. The Holder understands that the Settlement Shares is being offered and sold to him in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company are is relying upon the truth and accuracy of, and the Holder’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein in order to determine the availability of such exemptions and the eligibility of the Holder to acquire the Settlement Shares. The Holder and his advisors, if any, have been furnished with all materials relating to the business, finances and operations of the Company and the offer and sale of the Settlement Shares which have been requested by the Holder or his advisors. The Holder and his advisors, if any, have been afforded the opportunity to ask questions of the Company.

Section 2.5 Counsel. The Holder represents that he has had the opportunity to review and discuss this Agreement with counsel of his choosing, that he knows and understands the legal effect of this Agreement and the transactions contemplated hereby, that he requested the exchange of his Debt to Settlement Shares and that he is voluntarily executing and delivering this Agreement.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company hereby represents and warrants to the Holder the following:

Section 3.1 Authority. The company is duly organized and validly existing under the laws of the State of Delaware and has been duly authorized by all necessary and appropriate action to enter this Agreement and consummate the transactions contemplated herein. The company has the absolute and unrestricted right, power and authority to execute and deliver this Agreement and all documents and instruments specified herein, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the company and, assuming due authorization, execution and delivery by the Holder, this Agreement constitutes a legal, valid and binding obligation of the company, enforceable against the company in accordance with its terms.

Section 3.2 Approval of Transaction; No Conflict. The execution and delivery of this Agreement by the company does not, and the performance of this Agreement by the company will not, require any consent, approval, authorization or other action by, or filing with or notification to, any person, entity, governmental authority or regulatory authority. The execution, delivery and performance of this Agreement by the company does not and will not conflict with or violate any agreement, law, rule, regulation, order, writ, judgment, injunction, decree, determination or award to which the company is a party.

Section 3.3 Shares. The Company represents and warrants that upon issuance, the Settlement Shares shall be duly authorized, fully paid and non-assessable. Upon execution and delivery of this Agreement, the Debt, including without limitation, the principal and all accrued interest thereon, shall be terminated in its entirety and shall no longer represent an outstanding obligation of the Company.

ARTICLE IV
INDEMNIFICATION

Section 4.1 Indemnification by the Holder. The Company and its successors and assigns shall be indemnified and held harmless by the Holder from and against any and all damages, losses, liabilities, taxes (including any deficiencies and penalties and interest thereon), and costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) (collectively, “Damages”) resulting from any misrepresentation, breach of warranty or nonfulfillment of any covenant or agreement on the part of the Holder contained in this Agreement and as a result of the transaction contemplated herein.

Section 4.2 Indemnification by the companies. The Holder and his affiliates, consultants, representatives and their respective successors and assigns shall be indemnified and held harmless by the Company from and against any and all Damages resulting from any misrepresentation, breach of warranty or nonfulfillment of any covenant or agreement on the part of said company contained in this Agreement and as a result of the transaction contemplated herein.

Section 4.3 Notice. Each party hereto agrees to give to the other prompt notice of any claim or action by a third party or occurrence of any event which may give rise to a claim or action for indemnification hereunder. The failure to provide such notice shall not release the indemnifying party from its obligations under this Article IV, except to the extent that the indemnifying party is materially prejudiced by such failure.

ARTICLE V
GENERAL PROVISIONS

Section 5.1 Entire Agreement. This Agreement contains, and is intended as, a complete statement of all of the terms of the arrangements and understandings between the parties with respect to the matters provided for and supersedes any previous agreements and understandings between the parties with respect to those matters.

Section 5.2 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed wholly in such State, without regard to conflict of law rules applied in such State. EACH OF THE UNDERSIGNED HEREBY WAIVES FOR ITSELF AND ITS PERMITTED SUCCESSORS AND ASSIGNS THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING INSTITUTED IN CONNECTION WITH THIS AGREEMENT.

Section 5.3 Notices. Any notice required or given with respect to this Agreement shall be valid and effective when delivered (i) by registered or U.S. post office stamped certified mail, (ii) by a nationally recognized overnight air courier, or (iii) by hand, in all cases to:

If to the Company, to:

Nukkleus Inc.

525 Washington Blvd.

Jersey City, New Jersey 07310

If to the Holder, to their address of the signature page of this Agreement.

Any party hereto may change such address by notice given at least five (5) days in advance to the other party in accordance with this Section.

Section 5.4 Binding Agreement. This Agreement, including without limitation, all the representations and warranties contained herein, shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.

Section 5.5 Amendment. This Agreement may be amended or modified only by a written instrument executed by all the parties hereto.

Section 5.6 No Waiver. The failure of a party at any time or times to require performance of any provisions hereof shall in no manner be deemed to affect the party’s right at a later time to enforce the same. No waiver by any party of the breach of any term contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such breach or of the breach of any other term or provision of this Agreement.

Section 5.7 References. The headings in this Agreement are solely for the convenience of the parties, and are not intended to and do not limit, construe or modify any of the term and conditions hereof.

Section 5.8 Unenforceability. If any provision of this Agreement shall be held to be invalid or unenforceable, such invalidity or unenforceability shall attach only to such provision and only to the extent such provision shall be held to be invalid or unenforceable and shall not in any way affect the validity or enforceability of the other provisions hereof, all of which provisions are hereby declared severable, and this Agreement shall be carried out as if such invalid or unenforceable provision or portion thereof was not embodied herein.

Section 5.9 Counterparts. This Agreement may be executed by facsimile or other electronic transmission and in counterparts, each of which shall be an original, but all of which together shall constitute one and the same agreement.

Section 5.10 Further Assurances. The parties hereto will execute and deliver such further instruments and documents and do such further acts and things as may be reasonably required to carry out the intent and purposes of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement on the date first written above.

NUKKLEUS INC.

By:	/s/Menachem Shalom
	Name:	Menachem Shalom
	Title:	CEO

X Group Fund of Funds, LP

By:	/s/ Anastasiia Kotaieva
	Name:	Anastasiia Kotaieva
	Title:	Owner
	Address:

Exhibit 10.4

DATED

08-11-2024 | 12:49:38 GMT

SETTLEMENT AGREEMENT AND RELEASE

among

Party A

and

Party B

and

Party C

CONTENTS

CLAUSE

1.	Definitions and interpretation	1

2.	Eﬀect of this agreement	2

3.	Settlement Matters	2

4.	Release	4

5.	Agreement not to sue	5

6.	Costs	5

7.	Warranties and authority	5

8.	Indemnities	5

9.	No admission	6

10.	Severability	6

11.	Entire agreement	6

12.	Confidentiality	6

13.	Governing law	7

14.	Jurisdiction	7

15.	Contracts (Rights of Third Parties) Act 1999	7

16.	Co-operation	8

17.	Counterparts	8

18.	Variation	8

This agreement is dated 8th November 2024

Parties

(1)	NUKKLEUS INC incorporated and registered in the US State of Delaware whose registered office is at 525 Washington Blvd. Jersey City, New Jersey 07310 United States of America (Party A)

(2)	JAMAL KHURSHID of Beams End, Old Brighton Road, Pease Pottage, Crawley, West Sussex, England, RH11 9AJ (Party B)

(3)	MATCH FINANCIAL LIMITED incorporated and registered in England and Wales with company number 11864364 whose registered office is at 4th Floor 100 Fenchurch Street, London, United Kingdom, EC3M 5JD (Party C)

BACKGROUND

(A)	Party C is a wholly owned subsidiary of Party A following a sale in 2021 of the entire issued share capital in Party C to party A by certain individual shareholders including Party B.

(B)	Party B is sole director of Party C and was until September 2024 a director of Party A.

(C)	Target, as defined below, is a wholly owned subsidiary of Party C and Party B is the sole director of Target.

(D)	A dispute has arisen between the parties relating to (inter alia) the provision or lack thereof of funding for Target by Party A, together with matters relating to the management and affairs of Party A and Party C (Dispute).

(E)	The parties have settled their differences and have agreed terms for the full and final settlement of the Dispute and wish to record those terms of settlement, on a binding basis, in this agreement.

Agreed terms

1.	Definitions and interpretation

In this agreement, unless the context otherwise requires, the following words and expressions have the following meanings:

GBP or £: Great British Pounds Sterling, or the currency for the time being of the United Kingdom of Great Britain and Northern Ireland.

Related Parties: a party’s shareholder, parent, subsidiaries, assigns, transferees, representatives, personal representatives, principals, agents, employees, executive, board member, officers or directors.

Target: Digital RFQ Limited incorporated and registered in England and Wales with company number 12103258 whose registered office is at 4th Floor 100 Fenchurch Street, London, United Kingdom, EC3M 5JD.

USD or $: United States Dollars, or the currency for the time being of the United States of America.

2.	Effect of this agreement

The parties hereby agree that this agreement shall immediately be fully and effectively binding on them.

3.	Settlement Matters

3.1

The Board of Party A, being sole shareholder of the entire issued share capital in Party C, has agreed in principle to Party C’s sale of the entire issued share capital in Target to Party B and/or Party B’s nominee, for an aggregate consideration of £1,000 (one thousand GBP) (the “Target Sale”) subject to Party A obtaining shareholder approval of the consummation of the Target Sale (“Shareholder Approval”).

3.2	Party C and Party B and/or Party B’s nominee, shall enter into a share sale agreement with respect to the Target Sale (SPA) on the below substantive terms by 27 November 2024 (Exchange) which shall close three (3) business days after the Shareholder Approval (Closing Date):

(a)

Aggregate consideration for the sale and purchase of the entire issued share capital of Target shall be £1,000 payable in cash on completion (closing);

(b)

The closing of the Target Sale under the SPA to take place on or before the Closing Date, time being of the essence;

(c)

Intentionally left blank.

(d)

During the period between Exchange and the Closing Date, Party B shall have full authority and control to direct the management and affairs of Party C and Target provided that all material actions shall be approved by Party A which such approval shall not be unreasonably withheld or delayed. Further, Party A shall at all times have complete and unencumbered access to the books and records of Party C. (For the avoidance of doubtmaterial action shall include but not limited to raising third party finance, granting options on Target’s share capital, granting security and other encumbrances on Target’s assets, and disposing of or divesting any of Target’s assets), provided that any such actions do not require the prior approval of Party A’s Shareholders under SEC rules, in which case such approval shall be obtained, and Party A and Party C shall, at their own cost and expense, jointly and severally ratify, support, vote in favour of and execute any document required to support and/or authorise any decision of Party B with regard to the management and affairs of Target without delay or discussion;

(e)

Within two business days of the Closing Date, Party B shall resign as a director of Party C;

(f)

If Shareholder Approval is not obtained by 31 March 2025, then Party C shall be liable to fund Target’s working capital requirements on demand, together with Party B’s legal costs and expenses associated with the negotiation, preparation, agreement of, and failure to consummate the Target Sale.

3.3

Party A shall provide, and shall procure that Party A’s auditors provide, full and complete financial information relating to Target and its subsidiaries (including but not limited to all audited accounts for financial year 2024 and at least the three previous years’ GAAP/PCAOB financial information reported for the business of Target) no later than the date of completion of the SPA, time being of the essence; Any reasonable costs or expenses associated with obtaining and/or providing these materials would be paid by Target.

3.4	Party A shall:

(a)

by no later than 15 November 2024, time being of the essence:

(i)

make payment to Party B of the sum of $60,000 (sixty thousand USD) in cleared funds by electronic funds transfer to Party B’s nominated bank account; and

(ii)

make payment to Target of $31,000 (thirty-one thousand USD); and

(b)

by no later than 29 November 2024, time being of the essence, make payment to Target of $115,000 (one hundred and fifteen thousand USD); and

(c)

by no later than 15 November 2024, time being of the essence, issue to:

(i)

Craig Vallis 125,000 shares of the common stock of Party A subject to Party A and Craig Vallis entering into a fully and final Settlement Agreement (the “Vallis Settlement”); and

(ii)

Oliver Worsley 75,000 shares of common stock of Party A subject to Party A and Oliver Worsley entering into a fully and final Settlement Agreement (the “Worsley Settlement”).

3.5

Party B and Party C agree that they will not take any action to dissolve or other similar administrative actions in any jurisdiction with respect to Party B, Target or any other subsidiary of either party, subject always to Party B’s duties as a director in the relevant company’s jurisdiction of incorporation.

3.6

Subject to Party A complying with its obligations under clause 3.4(c) above, Party B shall, and shall use reasonable endeavours to procure that Craig Vallis and Oliver Worsley shall, sign a proxy voting mandate to vote their shares in support of the board of Party A’s recommendation for a merger between Party A and a suitable target as identified by the Board of Party A (such proxy to expire automatically on 31 March 2025) (collectively, the “Proxies”).

3.7

From the date of this agreement, Party A and Party C shall jointly and severally indemnify Party B fully (whether under Directors and Officers Insurance Policy or otherwise) with regard to any and all costs, claims, losses, damages, legal costs, regulatory costs, investigations or claims, actions or proceedings arising from or in relation to Party B’s time in office as a director and board member of Party A and/or Party C and/or Target.

3.8

Within five (5) business days of this Agreement, Target and Party B or Party B’s assigns will enter into a Share Purchase and Sale Contract, substantially in the form annexed to this agreement at Annex A, whereby Target will sell all of the issued and outstanding securities of DRFQ Europe UAB held by Target to Party B, which such operations are immaterial to Target and Party A.

Release

This agreement is in full and final settlement of, and each party hereby releases and forever discharges, all and/or any actions, claims, rights, demands and set- offs, whether in this jurisdiction or any other, whether or not presently known to the parties or to the law, and whether in law or equity, that it, its Related Parties or any of them ever had, may have or hereafter can, shall or may have against the other party or any of its Related Parties arising out of or connected with:

(a)

the Dispute;

(b)

the underlying facts relating to the Dispute;

(c)

any agreement between or act by the parties or their Related Parties or any of them; and

(d)

any other matter arising out of or connected with the relationship between the parties.

(Collectively the Released Claims)

5.	Agreement not to sue

5.1

Each party agrees, on behalf of itself and on behalf of its Related Parties not to sue, commence, voluntarily aid in any way, prosecute or cause to be commenced or prosecuted against the other party or its Related Parties any action, suit or other proceeding concerning the Released Claims, in this jurisdiction or any other.

5.2	Clause 4 and Clause 5.1 shall not apply to, and the Released Claims shall not include, any claims in respect of any breach of this agreement.

Costs

6.1	The parties shall each bear their own legal costs in relation to the Dispute and this agreement.

6.2	This Clause 6 supersedes and overrides any and all previous agreements between the parties and any court order regarding the legal costs in relation to the Dispute and in relation to this agreement (including the implementation of all matters provided by this agreement).

7.	Warranties and authority

7.1	Each party warrants and represents that it has not sold, transferred, assigned or otherwise disposed of its interest in the Released Claims.

7.2

Each party warrants and represents to the other with respect to itself that it has the full right, power and authority to execute, deliver and perform this agreement, including (without limitation) with respect to the release (Clause 4), agreement not to sue (Clause 5) and indemnities (Clause 8) on behalf of Related Parties.

8.	Indemnities

Each party hereby indemnifies, and shall keep indemnified, the other party against all costs and damages (including the entire legal expenses of the parties) incurred in all future actions, claims and proceedings in respect of any of the Released Claims which it or its Related Parties or any of them may bring against the other party or its Related Parties or any of them.

No admission

This agreement is entered into in connection with the compromise of disputed matters and in the light of other considerations. It is not, and shall not be represented or construed by the parties as, an admission of liability or wrongdoing on the part of either party to this agreement or any other person or entity.

10.

Severability

If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.

11.

Entire agreement

11.1

This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

11.2

Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation [or negligent misstatement] based on any statement in this agreement.

12.

Confidentiality

The terms of this agreement, and the substance of all negotiations in connection with it, are confidential to the parties and their advisers, who shall not disclose them to, or otherwise communicate them to, any third party without the written consent of the other party other than:

(a)

to the parties’ respective auditors, insurers and lawyers on terms which preserve confidentiality; and

(b)

pursuant to an order of a court of competent jurisdiction, or pursuant to any proper order or demand made by any competent authority or body where they are under a legal or regulatory obligation to make such a disclosure; and

(c)

pursuant to any express requirement under the rules of any listing authority or stock exchange on which a party’s shares are subject; and

(d)

as far as necessary to implement and enforce any of the terms of this agreement; and

(e)

to issue an agreed public statement or a filing required by the laws and regulations applying to Party A,

provided always that in any such circumstances set out in clause 12 (a) to (e) above any communication, statement, filing, report or disclosure shall not be made without the express written agreement of all parties (such agreement not to be unreasonably withheld or delayed).

The parties are entitled to confirm the fact of, but not the terms of, settlement of the Dispute.

For the avoidance of doubt, nothing in this Clause 12 prevents the parties from making a disclosure to a regulator regarding any alleged misconduct, wrongdoing or serious breach of regulatory requirements, or making a disclosure to any law enforcement agency regarding an alleged criminal offence or co-operating with any law enforcement agency regarding a criminal investigation or prosecution.

13.

Governing law

This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

14.

Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.

15.

Contracts (Rights of Third Parties) Act 1999

15.1

Except as expressly provided in this agreement, a person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

15.2

The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this agreement are not subject to the consent of any other person.

16.

Co-operation

The parties shall deliver or cause to be delivered such instruments and other documents at such times and places as are reasonably necessary or desirable, and shall take any other action reasonably requested by the other party for the purpose of putting this agreement into effect.

17.

Counterparts

17.1

This agreement may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement. For the purposes of completion, signatures by the parties’ legal advisers shall be binding.

17.2

Transmission of an executed counterpart of this agreement (but for the avoidance of doubt not just a signature page) by email (in PDF, JPEG or other agreed format) shall take effect as the transmission of an executed “wet ink” counterpart of this agreement.

18.

Variation

No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

This agreement has been entered into on the date stated at the beginning of it.

Annex A

Form of Share Sale Agreement – Target to Party B

AKCIJŲ PIRKIMO-PARDAVIMO SUTARTIS 1

2024-08-19 London

DIGITAL RFQ LIMITED, JA k. 12103258, reg. buveinė 4th Floor 100 Fenchurch Street, London, EC3M 5JD, Jungtinė Karalystė, atstovaujama direktoriaus Jamal Khurshid, veikiančios pagal įstatus, ir

Jungtinės Karalystės pilietisJamal Khurshid, gimimo data 1976-02-06, gyv. adresu Beams End Old Brighton Road North Pease Pottage, West Sussex RH11 9AJ, Jungtinė Karalystė, veikiantis fizinio asmens teisėmis,

sudarė šią akcijų pirkimo-pardavimo sutartį.

I. SUTARTYJE VARTOJAMŲ SĄVOKŲ APIBRĖŽIMAI

1.1. Sutartis – ši Akcijų pirkimo-pardavimo sutartis.

1.2. Pardavėjas – DIGITAL RFQ LIMITED;

1.3. Pirkėjas – Jamal Khurshid;

1.4. Šalys – Pirkėjas ir Pardavėjas kartu, o kiekvienas atskirai vadinamas Šalimi.

1.5. Emitentas arba Bendrovė - DRFQ Europe UAB, teisinė forma – uždaroji akcinė bendrovė, juridinio asmens kodas 305979609, buveinės adresas Vilnius, Architektų g. 56-101, duomenys apie Bendrovę kaupiami Valstybės įmonės „Registrų centras“ Juridinių asmenų registre, įstatinio kapitalo dydis – 125,000 EUR (vienas šimtas dvidešimt penki tūkstančiai eurų), padalintas į 5000 (penkis tūkstančius) vienetų paprastųjų vardinių 25 EUR (dvidešimties penkių eurų) nominalios vertės už vienetą nematerialiųjų akcijų.

1.6. Akcijos – Emitento išleistos ir šia Sutartimi parduodamos akcijos.

1.7. Kaina – pinigų suma, kurią Pirkėjas moka Pardavėjui Sutartyje numatyta tvarka už perkamas Akcijas.

II. SUTARTIES DALYKAS

2.1. Pardavėjas parduoda 1000 (vieną tūkstantį) vienetų jam nuosavybės teise priklausančių Akcijų, o Pirkėjas perka nurodytas Akcijas nuosavybės teise ir atsiskaito su Pardavėju šios Sutarties nustatyta tvarka.

SHARE PURCHASE AND SALE CONTRACT 1

19-08-2024, London

DIGITAL RFQ LIMITED, code 12103258, reg. address 4th Floor 100 Fenchurch Street, London, EC3M 5JD, United Kingdom, represented by company director Jamal Khurshid,

and

Jamal Khurshid, citizen of United Kingdom, date of birth 06-02-1976, residing at Beams End Old Brighton Road North Pease Pottage, West Sussex RH11 9AJ, United Kingdom, acting on an individual rights,

have concluded this share purchase and sale contract.

I. DEFINITIONS OF CONCEPTS USED IN THE CONTRACT

1.1. The Contract refers to this Share Purchase and Sale Contract.

1.2. The Seller is DIGITAL RFQ LIMITED;

1.3. The Buyer is Jamal Khurshid;

1.4. Parties refer to the Buyer and the Seller collectively, each individually referred to as the Party.

1.5. The Issuer or the Company refers to DRFQ Europe UAB, legal form: private limited liability company, legal entity code: 305979609, registered office at Vilnius, Architektų str. 56-101, data on the Company are collected in the Register of Legal Entities of the State Enterprise Centre of Registers, the amount of authorised capital is EUR 125,000 (one hundred twenty-five thousand euros) divided into 5000 (five thousand) common inscribed non-material shares of nominal value of EUR 25 twenty five euros) per unit.

1.6. Shares refer to the shares issued by the Issuer and sold under this Contract.

1.7. The Price refers to the amount of money paid by the Buyer to the Seller in accordance with the procedure provided for in the Contract for the Shares to be purchased.

II. THE SUBJECT MATTER OF THE CONTRACT

2.1. The Seller sells 1000 (one thousand) Shares owned by him, as per the personal right of ownership, whereas the Buyer buys the indicated Shares under the right of ownership and shall settle with the Seller in accordance with the procedure established by this Contract.

			Page 1
Seller/Pardavėjas		Buyer/Pirkėjas

III. AKCIJŲ KAINA, MOKĖJIMO TVARKA

IR SĄLYGOS

3.1. Visų parduodamų Akcijų kaina yra 1000 EUR (vienas tūkstantis eurų).

3.2. Pardavėjas patvirtina, kad šios Sutarties 3.1 punkte nurodytus pinigus gavo. Pirkėjas pagal šią Sutartį su Pardavėju atsiskaitė galutinai ir tinkamai. Pardavėjas jokių pretenzijų Pirkėjui dėl atsiskaitymo pagal šią Sutartį neturi ir ateityje nereikš.

IV. AKCIJŲ SUTEIKIAMOS TEISĖS. AKCIJŲ PERLEIDIMAS

4.1. 1000 (vienas tūkstantis) vienetų akcijų suteikia 1000 (vieną tūkstantį) balsų Bendrovės visuotiniame akcininkų susirinkime ir kitas teises, nurodytas Bendrovės įstatuose bei Lietuvos Respublikos akcinių bendrovių įstatyme.

4.2. Šalys susitaria, kad nuosavybės teisė į Akcijas pereina Pirkėjui nuo šios Sutarties pasirašymo. Pardavėjas įsipareigoja akcijų perleidimą įregistruoti VĮ „Registrų centre“ savarankiškai ar pasitelkdamas įgaliotų asmenų pagalbą. Nuo registracijos momento Pirkėjas įgyja visas Bendrovės akcininko teises ir pareigas, nurodytas Bendrovės įstatuose ir Lietuvos Respublikos akcinių bendrovių įstatyme.

V. PAREIŠKIMAI, GARANTIJOS IR KITI ŠALIŲ ĮSIPAREIGOJIMAI

5.1. Šalys viena kitai pareiškia ir garantuoja, kad:

5.1.1. Šalys turi visas teises, įgaliojimus, leidimus, reikalingus sudaryti šią Sutartį, visiškai įvykdyti savo įsipareigojimus pagal šią Sutartį.

5.2. Pardavėjas taip pat pareiškia ir garantuoja Pirkėjui, kad:

5.2.1. Pardavėjas yra teisėtas Akcijų savininkas, turintis visas teises ir įgaliojimus naudotis, valdyti ir disponuoti jam priklausančiomis Akcijomis. Pardavėjui priklausančios Akcijos yra visiškai apmokėtos.

III. SHARE PRICE, PAYMENT PROCEDURE AND CONDITIONS

3.1. The price of all Shares sold is EUR 1000 (one thousand euros), including any fees payable by the Seller.

3.2. The Seller confirms that it has received all the money referred to in Clause 3.1 of this Contract. The Buyer have settled with the Seller under this Contract in the final and due manner. The Seller has no claims and will not file any claims in the future against Buyers for settlement under this Contract.

IV. RIGHTS GRANTED BY SHARES. THE TRANSFER OF SHARES

4.1. 1000 (one thousand) shares provide 1000 (one thousand) votes at the General Meeting of Shareholders of the Company and other rights specified in the Articles of Association of the Company and the Law on Companies of the Republic of Lithuania.

4.2. The Parties agree that the ownership of the Shares would be transferred to the Buyer from the moment of concluding this Contract. The Seller undertakes to register the transfer of shares in the State Enterprise Centre of Registers independently or with the assistance of authorized persons. From the moment of registration, the Buyer shall acquire all the rights and obligations of the Company’s shareholder specified in the Articles of Association of the Company and the Law on Companies of the Republic of Lithuania.

V. STATEMENTS, WARRANTIES AND OTHER OBLIGATIONS OF THE PARTIES

5.1. The Parties state to each other and warrant that:

5.1.1. The Parties shall have all the rights, authorisations and permits required to conclude this Contract and to fulfil their obligations under this Contract in full.

5.2. The Seller shall state and warrant to the Buyer that:

5.2.1. The Seller is the legal owner of the Shares possessing all the rights and authority to use, manage and dispose of the Shares belonging to it. The Shares owned by the Seller are fully paid.

			Page 2
Seller/Pardavėjas		Buyer/Pirkėjas

5.2.2. Akcijos nėra parduotos, padovanotos, ar kitaip perleistos, įkeistos, areštuotos, Pardavėjo disponavimo teisė jomis nėra kitaip apribota, tretieji asmenys neturi jokių pretenzijų į Akcijas, Pardavėjo nuosavybės teisė į Akcijas nėra ginčijama teismine ar kitokia tvarka.

5.3. Pirkėjas taip pat pareiškia ir garantuoja Pardavėjui, kad:

5.3.1. Pirkėjas yra tinkamai ir pilnai susipažinęs su visais Bendrovės dokumentais, Bendrovės veikla, teisine, finansine, mokestine padėtimi ir dėl viso to jokio pobūdžio pretenzijų Pardavėjui neturi.

5.3.2. Akcijų kaina, nurodyta šios Sutarties 3.1 punkte, laikytina teisinga ir finansiškai pagrįsta mokėtina kaina.

VI. KITOS NUOSTATOS

6.1. Ši Sutartis sudaryta ir aiškinama pagal Lietuvos Respublikos įstatymus. Esant neatitikimų tarp Sutarties teksto lietuvių kalba ir Sutarties teksto anglų kalba, pirmenybė teikiama Sutarties tekstui lietuvių kalba.

6.2. Ši Sutartis įsigalioja nuo jos pasirašymo dienos ir galioja iki visiško Šalių įsipareigojimų, nustatytų Sutartyje, įvykdymo.

6.3. Šalys susitaria, kad bet koks ginčas, prieštaravimas ir (ar) reikalavimas, kylantis iš ar susijęs su šia Sutartimi, taip pat šios Sutarties pažeidimu, nutraukimu ar negaliojimu bus sprendžiamas tarp Šalių derybų būdu. Nepavykus pasiekti susitarimo, toks ginčas, prieštaravimas ir reikalavimas sprendžiamas atitinkamame Lietuvos Respublikos teisme pagal Bendrovės registruotos buveinės vietą.

6.4. Sutartis sudaryta dviem egzemplioriais lietuvių ir anglų kalbomis, turinčiais vienodą teisinę galią, po vieną kiekvienai šaliai

VII. ŠALIŲ PARAŠAI

PARDAVĖJAS/SELLER:

DIGITAL RFQ LIMITED direktorius

Jamal Khurshid

5.2.2. The Shares are not sold, donated, or otherwise transferred, pledged, or seized; the Seller’s right of disposal of the Shares is not otherwise restricted; third persons have no claims to the Shares; the Seller’s ownership of the Shares is not contested by judicial or other procedure.

5.3. The Buyer shall state and warrant to the Seller that:

5.3.1. The Buyer was introduced to all the Company’s documents, the Company’s activities, legal, financial and tax situation in full and in the due manner and have no claims to the Seller in regards of all the material above.

5.3.2. The price of the Shares specified in Clause 3.1 of this Contract shall be considered a fair and financially reasonable price.

VI. OTHER PROVISIONS

6.1. This Contract is concluded and shall be construed in accordance with the laws of the Republic of Lithuania. In the event of discrepancies between the text of the Contract in the Lithuanian language and the text of the Contract in the English language, the text of the Contract in the Lithuanian language shall prevail.

6.2. This Contract shall come into force from the date of its signing and shall remain in force until the Parties’ obligations under the Contract are fulfilled entirely.

6.3. The Parties agree that any dispute, objection and/or claim arising out of or related to this Contract as well as to any breach, termination or nullity of this Contract shall be settled by negotiation between the Parties. In case of failure to reach an agreement, such dispute, objection and claim shall be settled at the relevant court of the Republic of Lithuania according to the location of the registered office of the Company.

6.4. The Contract is made in two counterparts in English and Lithuanian languages, having equal legal force, one for each party.

VIII. SIGNATURES OF THE PARTIES

PIRKĖJAS/BUYER:
JAMAL KHURSHID

			Page 3
Seller/Pardavėjas		Buyer/Pirkėjas

Cover	Nov. 08, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 08, 2024
Current Fiscal Year End Date	--09-30
Entity File Number	001-39341
Entity Registrant Name	NUKKLEUS INC.
Entity Central Index Key	0001787518
Entity Tax Identification Number	38-3912845
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	525 Washington Blvd.
Entity Address, City or Town	Jersey City
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07310
City Area Code	212
Local Phone Number	791-4663
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Common Stock, $0.0001 par value per share
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	NUKK
Security Exchange Name	NASDAQ
Warrants, each warrant exercisable for one Share of Common Stock for $11.50 per share
Title of 12(b) Security	Warrants, each warrant exercisable for one Share of Common Stock for $11.50 per share
Trading Symbol	NUKKW
Security Exchange Name	NASDAQ

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