BRILLIANT ACQUISITION CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • June 5th, 2020 • Brilliant Acquisition Corp • Blank checks • New York
Brilliant Acquisition Corporation, a British Virgin Islands company (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 26th, 2023 • Brilliant Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [__] day of [__], 2023, by and among Nukkleus, Inc. (formerly known as Brilliant Acquisition Corporation), a Delaware corporation (the “Company,” and such entity prior to the consummation of the Business Combination (as defined below), “Legacy Brilliant”), the equityholders designated as Legacy Company Equityholders on Schedule A hereto (collectively, the “Legacy Company Equityholders”), and the equityholders designated as Legacy Brilliant Equityholders on Schedule B hereto (collectively, the “Legacy Brilliant Equityholders” and, together with the Legacy Company Equityholders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.3 of this Agreement, each an “Investor” and collectively, the “Investors”).
WARRANT AGREEMENTWarrant Agreement • June 29th, 2020 • Brilliant Acquisition Corp • Blank checks • New York
This agreement is made as of June 23, 2020 between Brilliant Acquisition Corporation, a British Virgin Islands company, with offices at 99 Dan Ba Road, C-9, Putuo District, Shanghai, People’s Republic of China 200062 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New York 10004 (“Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 29th, 2020 • Brilliant Acquisition Corp • Blank checks • New York
This Agreement is made as of June 23, 2020 by and between Brilliant Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
Brilliant Acquisition Corporation Putuo District, Shanghai People’s Republic of China 200062 Tel: (86) 021-80125497 EarlyBirdCapital, Inc. New York, NY 10017Underwriting Agreement • June 5th, 2020 • Brilliant Acquisition Corp • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Brilliant Acquisition Corporation, a British Virgin Islands company (the “Company”), and EarlyBirdCapital, Inc. as representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s ordinary shares, no par value per share (the “Ordinary Shares”), one right entitling the holder to 1/10 of one Ordinary Share (“Right”), and one warrant, each whole warrant exercisable for one Ordinary Share (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 14 hereof.
EARLYBIRDCAPITAL, INC. New York, New York 10017 June 23, 2020Brilliant Acquisition Corp • June 29th, 2020 • Blank checks • New York
This is to confirm our agreement (this “Agreement”) whereby Brilliant Acquisition Corporation, a British Virgin Islands company (“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with the Company merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333- 237153) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
RIGHT AGREEMENTRight Agreement • June 29th, 2020 • Brilliant Acquisition Corp • Blank checks • New York
This Right Agreement (this “Agreement”) is made as of June 23, 2020 between Brilliant Acquisition Corporation, a British Virgin Islands Company, with offices at 99 Dan Ba Road, C-9 Putuo District, Shanghai, China 200062 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, 30th Floor, New York, NY 10004-1561 (“Rights Agent”).
Brilliant Acquisition Corporation Commerce House, Wickhams Cay I, P.O.Box 3140 Road Town, Tortola, British Virgin Island, VG1110Brilliant Acquisition Corp • June 5th, 2020 • Blank checks • Virgin Islands
We are pleased to accept the offer you, Mitchell D. Cariaga, our independent director (the “Subscriber”) have made to purchase an aggregate of 2,000 ordinary shares (the “Shares”) of no par value per share (the “Ordinary Shares”) of Brilliant Acquisition Corporation, a British Virgin Islands company (the ‘Company’). The terms on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
AMENDED AND RESTATED COMPANY STOCKHOLDER SUPPORT AGREEMENTCompany Stockholder Support Agreement • June 26th, 2023 • Brilliant Acquisition Corp • Blank checks
This COMPANY STOCKHOLDER SUPPORT AGREEMENT, dated as of June __, 2023 (this “Support Agreement”), is entered into by and among the stockholder named on the signature page hereto (the “Stockholder”), Nukkleus Inc., a Delaware corporation (the “Company”), and Brilliant Acquisition Corporation, a British Virgin Islands company (“Brilliant”). Capitalized terms used but not defined in this Support Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
AGREEMENT AND PLAN OF MERGER datedAgreement and Plan of Merger • February 23rd, 2022 • Brilliant Acquisition Corp • Blank checks • New York
This AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of February 22, 2022 (the “Signing Date”), by and among Brilliant Acquisition Corporation, a British Virgin Islands company (the “SPAC”), Nukkleus Inc., a Delaware corporation (the “Company”).
LOCK-UP AGREEMENTLock-Up Agreement • June 26th, 2023 • Brilliant Acquisition Corp • Blank checks
THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of [__], 2023 by and between the undersigned stockholder (the “Holder”) and Nukkleus, Inc., a Delaware corporation (formerly known as Brilliant Acquisition Corporation) (the “Company”).
AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF MERGER January 20, 2023Agreement and Plan of Merger • January 25th, 2023 • Brilliant Acquisition Corp • Blank checks
THIS AMENDMENT NO. 3 to the Agreement and Plan of Merger (as amended prior to the date hereof, the “Merger Agreement”), dated as of February 22, 2022, by and among Nukkleus Inc., a Delaware corporation (the “Company”), Brilliant Acquisition Corporation, a British Virgin Islands company (the “SPAC”) and NB Merger Sub, Inc., a British Virgin Islands company, is effective as of this 20th day of January, 2023 (this “Amendment”). Capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Merger Agreement.
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER September 28, 2022Agreement and Plan of Merger • September 29th, 2022 • Brilliant Acquisition Corp • Blank checks
THIS AMENDMENT NO. 2 to the Agreement and Plan of Merger, dated as of February 22, 2022, as amended by Amendment No. 1 to the Merger Agreement, dated as of September 21, 2022 (as amended, the “Merger Agreement”), by and among Nukkleus Inc., a Delaware corporation (the “Company”), Brilliant Acquisition Corporation, a British Virgin Islands company (the “SPAC”) and NB Merger Sub, Inc., a British Virgin Islands company , is effective as of this 28th day of September, 2022 (this “Amendment”). Capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Merger Agreement.
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER dated June 23, 2023 by and among Nukkleus Inc., a Delaware corporation (the “Company”), Brilliant Acquisition Corporation, a British Virgin Islands company (the “SPAC”), and BRIL Merger Sub, Inc., a...And Restated Agreement and Plan of Merger • June 26th, 2023 • Brilliant Acquisition Corp • Blank checks • New York
This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of June 23, 2023 (the “Signing Date”), by and among Brilliant Acquisition Corporation, a British Virgin Islands company (the “SPAC”), Nukkleus Inc., a Delaware corporation (the “Company”), and BRIL Merger Sub, Inc., a Delaware corporation (“Merger Sub”).
ContractBrilliant Acquisition Corp • August 23rd, 2023 • Services-management consulting services
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 29th, 2020 • Brilliant Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the day of June 23, 2020, by and among BRILLIANT ACQUISITION CORPORATION, a British Virgin Islands Company (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
BRILLIANT ACQUISITIONBrilliant Acquisition Corp • June 5th, 2020 • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Brilliant Acquisition Corporation (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Nisun Investment Holding Limited (“Nisun”) shall make available to the Company certain office space and administrative and support services as may be required by the Company from time to time, situated at 99 Dan Ba Road, C-9 Putuo District, Shanghai, Peoples, Republic of China 200062, (or any successor location) in return for the indirect benefit of supporting the business of the Company as one of its shareholders.
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER September 21, 2022Agreement and Plan of Merger • September 22nd, 2022 • Brilliant Acquisition Corp • Blank checks
THIS AMENDMENT NO. 1 to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of February 22, 2022, by and among Nukkleus Inc., a Delaware corporation (the “Company”), Brilliant Acquisition Corporation, a British Virgin Islands company (the “SPAC”) and NB Merger Sub, Inc., a British Virgin Islands company , is effective as of this 21st day of September, 2022 (this “Amendment”). Capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Merger Agreement.
UNIT PURCHASE AGREEMENT BETWEEN THE REGISTRANT AND NISUN INVESTMENT HOLDING LIMITEDUnit Purchase Agreement • June 29th, 2020 • Brilliant Acquisition Corp • Blank checks
Brilliant Acquisition Corporation ( “Company”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (“Securities Act”), in connection with its initial public offering (“IPO”). The Company currently anticipates selling units in the IPO, each comprised of one ordinary share, no par value per share of the Company (“Ordinary Shares”), one right entitling its holder to 1/10 of an ordinary share of the Company (“Rights”), and one warrant (“Warrant”), each whole Warrant to purchase one Ordinary Share.
June 26, 2020 Brilliant Acquisition Corporation Putuo District, Shanghai People’s Republic of China 200062 Tel: (86) 021-80125497 EarlyBirdCapital, Inc. New York, NY 10017Underwriting Agreement • June 29th, 2020 • Brilliant Acquisition Corp • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Brilliant Acquisition Corporation, a British Virgin Islands company (the “Company”), and EarlyBirdCapital, Inc. as representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s ordinary shares, no par value per share (the “Ordinary Shares”), one right entitling the holder to 1/10 of one Ordinary Share (“Right”), and one warrant, each whole warrant exercisable for one Ordinary Share (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 14 hereof.
AMENDMENT NO. 1 TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER November 1, 2023Agreement and Plan of Merger • November 2nd, 2023 • Brilliant Acquisition Corp • Services-management consulting services
THIS AMENDMENT NO. 1 (this “Amendment”) to the Amended and Restated Agreement and Plan of Merger (the “Merger Agreement”), dated as of June 23, 2023, by and among Nukkleus Inc., a Delaware corporation (the “Company”), Brilliant Acquisition Corporation, a British Virgin Islands company (the “SPAC”) and BRIL Merger Sub, Inc., a Delaware corporation (“Merger Sub”), is effective as of the date first written above. Capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Merger Agreement.
BRILLIANT ACQUISITIONBrilliant Acquisition Corp • June 29th, 2020 • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Brilliant Acquisition Corporation (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Nisun Investment Holding Limited (“Nisun”) shall make available to the Company certain office space and administrative and support services as may be required by the Company from time to time, situated at 99 Dan Ba Road, C-9 Putuo District, Shanghai, Peoples, Republic of China 200062, (or any successor location) in return for the indirect benefit of supporting the business of the Company as one of its shareholders.
NUMBER _________ (SEE REVERSE SIDE FOR LEGEND) THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW WARRANTSBrilliant Acquisition Corp • June 5th, 2020 • Blank checks • New York
is the registered holder of a warrant or warrants (the “Warrant”), expiring at 5:00 p.m., New York City time, on the five year anniversary of the completion by Brilliant Acquisition Corporation, a British Virgin Islands company (the “Company”), of an acquisition, share exchange, share reconstruction and amalgamation, contractual control arrangement or other similar business combination with one or more businesses or entities (a “Business Combination”), to purchase one fully paid and non-assessable ordinary share, no par value (“Shares”), of the Company for each Warrant evidenced by this Warrant Certificate. The Warrant entitles the holder thereof to purchase from the Company, commencing on the later of (a) one year from the date of the final prospectus relating to the Company’s initial public offering and (b) the Company’s completion of a Business Combination, such number of Shares of the Company at the price of $11.50 per share, upon surrender of this Warrant Certificate and payment o
BRILLIANT ACQUISITION CORPORATIONBrilliant Acquisition Corp • June 17th, 2022 • Blank checks
Reference is made to the business combination marketing agreement dated as of June 23, 2020 (the “Agreement”), by and between Brilliant Acquisition Corporation (“Brilliant”) and EarlyBirdCapital, Inc. (“EBC”).
