Amendment No. 2 to the Securities Purchase Agreement and Call Option dated December 15, 2024 between the Company, the Borrower, the shareholders of the Borrower and Menachem Shalom, the representative of such shareholders, as amended by Amendment No. 1, dated as of May 13, 2025

Contract Categories: Business Finance › Purchase Agreements
EX-10.1 2 ea024218601ex10-1_nukkleus.htm AMENDMENT NO. 2 TO THE SECURITIES PURCHASE AGREEMENT AND CALL OPTION DATED DECEMBER 15, 2024 BETWEEN THE COMPANY, THE BORROWER, THE SHAREHOLDERS OF THE BORROWER AND MENACHEM SHALOM,

Exhibit 10.1

 

Amendment No. 2

 

Amendment No. 2, dated as of May 13, 2025 (this “Amendment”), to the Securities Purchase Agreement and Call Option, dated as of December 15, 2024, as amended by Amendment No. 1 dated February 11, 2025 (as amended, the “Agreement”), by and among Nukkleus Inc., a Delaware corporation, Star 26 Capital, Inc, a Nevada corporation, the equity holders of the capital of the Seller listed on Schedule A attached thereto, and Menachem Shalom, solely in his capacity as the representative and agent of the Shareholders. Capitalized terms used herein not otherwise defined shall have the meanings given to such terms in the Agreement.

 

W I T N E S S E T H

 

WHEREAS, given the recent activities of the Seller, the parties agree to further increase the amount to be lend by the Company to the Seller prior to Closing; and

 

WHEREAS, the boards of directors of each of the Company and the Seller have determined that it is in the best interests of their respective shareholders to amend the Agreement on the terms and provisions provided for herein.

 

NOW, THEREFORE, in consideration of the mutual covenants herein and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereby agree as follows:

 

1.Seller Notes. The reference in Section 6.10 of the Agreement shall be changed from “$1,800,000” to “$3,000,000”.

 

2.Fairness Opinion. The parties agree that a fairness opinion shall not be a closing condition to consummate the Transaction; accordingly, Section 7.2.5 of the Agreement is hereby deleted in its entirety.

 

3.Reference. On and after the date hereof, each reference in the Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import, and each reference to the Agreement in any Transaction Document or any other agreement, document or other instrument, shall mean, and be a reference to the Agreement, as amended by this Amendment. No other term or provision of the Agreement or any Transaction Document shall be affected by this Amendment other than as expressly provided herein.

 

4.Execution. This Amendment may be executed and delivered in two or more counterparts, all of which when taken together will be considered one and the same agreement and will become effective when counterparts have been signed by all the parties and delivered to the other parties, it being understood that the parties need not sign the same counterpart.  In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature will create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

 

4.Captions. The captions used in this Amendment are intended for convenience of reference only, shall not constitute any part of this Amendment and shall not modify or affect in any manner the meaning or interpretation of any of the provisions of this Amendment.

 

5.Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Amendment shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without regard to the principles of conflicts of law thereof.

 

IN WITNESS WHEREOF, with the intent to be legally bound hereby, the parties have executed this Amendment as of the date first written above.

 

  NUKKLEUS INC.
   
  By: /s/ Reuven Yegana
  Name: Reuven Yegana
  Title: Member of the Board

 

  STAR 26 CAPITAL, INC.
   
  By: /s/ Menachem Shalom
  Name: Menachem Shalom
  Title: CEO

 

  SHAREHOLDERS’ REPRESENTATIVE
     
  By: /s/ Menachem Shalom
  Name: Menachem Shalom