Securities Purchase Agreement and Call Option Sample Contracts

Amendment No. 3
Securities Purchase Agreement and Call Option • June 18th, 2025 • Nukkleus Inc. • Services-management consulting services • Delaware

Amendment No. 2, dated as of June 15, 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 and Amendment No. 2 dated May 13, 2025 (collectively, 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.

AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT AND CALL OPTION
Securities Purchase Agreement and Call Option • September 16th, 2025 • Nukkleus Inc. • Services-management consulting services • Delaware

Amended and Restated Securities Purchase Agreement and Call Option, dated as of September 15, 2025 (this “Agreement”), by and among Nukkleus Inc., a Delaware corporation (the “Company”), Star 26 Capital, Inc, a Nevada corporation (the “Seller”), the equity holders of the capital of the Seller listed on Schedule A attached hereto (the “Shareholders”), and Menachem Shalom, solely in his capacity as the representative and agent of the Shareholders, but solely with respect to the provisions expressly applicable to the Shareholders’ Representative as set forth herein.

SECURITIES PURCHASE AGREEMENT AND CALL OPTION
Securities Purchase Agreement and Call Option • December 17th, 2024 • Nukkleus Inc. • Services-management consulting services • Delaware

This Securities Purchase Agreement and Call Option (this “Agreement”) is made and entered into as of December 15, 2024, by and among Nukkleus Inc., a Delaware corporation (the “Company”), Star 26 Capital, Inc, a Nevada corporation (the “Seller”), the equity holders of the capital of the Seller listed on Schedule A attached hereto (collectively, the “Shareholders”) and Menachem Shalom, solely in his capacity as the representative and agent of the Shareholders (the “Shareholders’ Representative”), but solely with respect to the provisions expressly applicable to the Shareholders’ Representative as set forth herein.

Amendment No. 1
Securities Purchase Agreement and Call Option • February 14th, 2025 • Nukkleus Inc. • Services-management consulting services • Delaware

Amendment No. 1, dated as of February 11, 2025 (this “Amendment”), to the Securities Purchase Agreement and Call Option (the “Agreement”) dated as of December 15, 2024, 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.

Amendment No. 4
Securities Purchase Agreement and Call Option • July 25th, 2025 • Nukkleus Inc. • Services-management consulting services • Delaware

Amendment No. 4, dated as of July 25, 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, Amendment No. 2 dated as of June 15, 2025 and Amendment No. 3 dated as of June 15, 2025 (collectively 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.

Amendment No. 2
Securities Purchase Agreement and Call Option • May 14th, 2025 • Nukkleus Inc. • Services-management consulting services • Delaware

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.