UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): August 1, 2016

 

NUKKLEUS INC.

(Exact name of registrant as specified in its charter)

 

Delaware   333-192647   38-3912845
(State or Other Jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer Identification Number)

 

525 Washington Blvd.

Jersey City, New Jersey 07310

(Address of principal executive offices) (zip code)

 

212-720-7200

(Registrant's telephone number, including area code)

 

Copies to:

Stephen M. Fleming, Esq.

Fleming PLLC

49 Front Street, Suite 206

Rockville Centre, New York 11570

Phone: (516) 833-5034

Fax: (516) 977-1209

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ 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))

 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

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

Compensatory Agreements of Certain Officers.

 

On August 1, 2016, the size of the Board of Directors of Nukkleus Inc. (the “Company”) was increased from one to six and Craig Marshak, Jacob Lahav, Markos A. Kashiouris, Efstathios Christophi and Petros G. Economides were appointed as directors of the Company.

 

Except as set forth below, there is no understanding or arrangement between Messrs. Marshak, Lahav, Kashiouris, Christophi and Economides and any other person pursuant to which Messrs. Marshak, Lahav, Kashiouris, Christophi and Economides were selected as a directors of the Company.  Messrs. Marshak, Lahav, Kashiouris, Christophi and Economides do not have any family relationship with any director, executive officer or person nominated or chosen by us to become a director or an executive officer.  Except as set forth below, since January 1, 2015, Messrs. Marshak, Lahav, Kashiouris, Christophi and Economides have not had a direct or indirect material interest in any transaction or proposed transaction, in which the Company was or is a proposed participant exceeding $120,000.  On August 1, 2016, Messrs. Marshak, Lahav, Kashiouris, Christophi and Economides entered into letter agreements with the Company pursuant to which they were each appointed as directors of the Company in consideration of an annual fee of $20,000. The annual fees will be deferred for one (1) year until August 1, 2017.

 

As previously reported by the Company on Form 8-K Current Report filed with the Securities Exchange Commission on June 3, 2016, Messrs. Kashiouris, Christophi and Economides were appointed as directors of the Company as required pursuant to the terms of that certain Stock Purchase Agreement (the "SPA") previously entered into between the Company and IBIH Limited ("IBIH") and the IBIH shareholders on May 27, 2016.

 

In addition, on May 23, 2016, the Company engaged Bentley Associates L.P. ("Bentley") to act as the Company's exclusive financial advisor (the "Bentley Engagement") in connection with the transaction related to the SPA in consideration of a transaction fee equal to approximately $600,000 in cash and stock of the Company (the "Transaction Fee"). As part of the Bentley Engagement, Mr. Marshak acted as a sub-advisor to Bentley and is entitled to a portion of the Transaction Fee. The Company has not paid any fees as of the date hereof in connection with the Bentley Engagement.

 

Craig Marshak has over twenty years of experience in financial services.  From 2010 to 2014, he was a founding partner of Israel Venture Partners, and a Managing Director at Cross Point Capital Advisors. From 2007 to 2010, Mr. Marshak headed the London office of Trafalgar Capital, a $200 million mezzanine capital fund headquartered in Luxemburg. Prior to that, he was a managing director and co-head of Nomura merchant banking technology growth fund. Prior to that, he was a managing director at Robertson Stephens. Prior to that, he was an executive at Wertheim Schroder and its affiliates in New York and London.  He commenced his Wall Street career at Morgan Stanley.  He received his bachelor’s degree from Duke University, and a JD from Harvard Law School.

 

Jack Lahav, has served as a director of Perma-Fix Environmental Services, Inc. since September 2001 and is a private investor and entrepreneur, specializing in launching and growing sophisticated technological businesses. Mr. Lahav is a philanthropist, devoting much of his time to charitable activities, serving as President as well as Board member of several charities. Mr. Lahav currently serves as Chairman of several companies, among them Docsera, a company that develops fast digitations capability for the education market; Buzzilla, an Israeli company that delivers the conversation on the internet a client seeks to follow about its organization or company; and Phoenix Audio Technologies, a company that provides better audio communication solutions for Voice over Internet Protocol (“VoIP”) and other internet applications. Previously, Mr. Lahav founded Remarkable Products Inc. and served as its President from 1980 to 1993. Mr. Lahav co-founded Lamar Signal Processing, Inc., a digital signal processing company, and was President of Advanced Technologies, Inc., a robotics company that was acquired by a leading U.S manufacturing company. Mr. Lahav served as a director of Vocaltec Communications, Ltd., the company that pioneered VoIP, and helped complete its initial public offering on NASDAQ. From 2001 to 2004, Mr. Lahav served as Chairman of Quigo Technologies, Inc., a search-engine company acquired by AOL in December 2007.

 

Markos A. Kashiouris has served as the Chief Executive Officer of IronFX Global Limited ("IronFX") since March 2014, has served as the Chairman of the Board of Directors of IronFX since 2013 and has served as a director of IronFX since cofounding IronFX in January 2010. During his career, Mr. Kashiouris has founded and developed successful businesses spanning real estate, financial services and international franchising / brokerage. Mr. Kashiouris founded Terra Capital, an investment firm primarily focused on real estate, in 2000. Mr. Kashiouris owns a specialized housing portfolio in London, catering specifically to the U.K. public sector. He is a Fellow of the Institute of Chartered Accountants in England and Wales (FCA), a Member of the Chartered Institute of Marketing (MCIM), a Fellow of the Chartered Institute of Securities and Investment (FCSI) and a Member of the Chartered Institute of Securities and Investment (MCSI). Mr. Kashiouris is also a FSA-registered Securities Representative (Level 3). He worked for JP Morgan Chase and Commerzbank Securities in London where he was top-rated in the 2001 and 2002 Extel Surveys. Mr. Kashiouris holds a Bachelors Degree in Econometrics from the University of Manchester and a Masters Degree in Strategic Marketing Management from UMIST.

 

Efstathios Christophi has served as the Chief Financial Officer of IronFX since 2012 and as the Executive Director of IronFX since March 2016. Prior to joining IronFX, Mr. Christophi was an Associate Director, Global Investment Banking and Markets at HSBC in London from September 2011 through October 2012. He was the Chief Financial Officer and a member of the investment committee at Dafolia Management from August 2010 through September 2011 and previously served in another role at HSBC from July 2007 through July 2010. Mr. Christophi also worked as an internal auditor at EFG Eurobank and as an external auditor at Andersen Worldwide and Pannell Kerr Foster. He is a Member of the Institute of Chartered Accountants in Wales (ACA) and the Association of Certified Fraud Examiners (CFE). He holds a Bachelors Degree in Accounting and Financial Management from the University of Essex and an MBA from the Kellogg School of Management at Northwestern University.

 

 

 

 

Petros G. Economides has served as a non-Executive Director of IronFX since he cofounded IronFX in January 2010.  Mr. Economides is currently the Chairman of P.G. Economides & Co. Ltd. (founded in 1972) which provides accounting and audit services.  He also serves as a member of the board of directors of a number of major international private companies.  Mr. Economides is a Fellow Member of the Association of Chartered Institute of Certified Accountants (FCCA) and a Member of the Institute of Certified Public Accountants of Cyprus (ICPAC), a Member of the Chartered Institute of Securities and Investment (MCSI), Member of the International Tax Planning Association (ITPA), a Member of the World Council and the International Committee of the Society of Trust and Estate Practitioners (STEP), as well as the Honorary Founder and past Chairman of STEP Cyprus, in addition to being a member of in various other international professional consulting organizations.  Mr. Economides is also the Consul of Cape Verde in Cyprus.

 

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

 

At a meeting of the Board of Directors (the “Board”) of the Company held on July 29, 2016, the Board approved and adopted effective as of such date amendments (the “Amendment”) to the Bylaws of the Company (the “Bylaws”) to (i) reflect the change in address of the Company’s principal executive offices (Article I, Section 1), (ii) provide that the Board may be fix the date and time of the annual meeting of the stockholders of the Company (Article III, Section 2), (iii) reflect that a quorum shall be one-third of the outstanding shares of the Company entitled to vote at a meeting of stockholders (Article III, Section 5), (iv) provide that the number of directors may be increased or decreased by action of the stockholders or of the directors of the Company (Article IV, Section 1), (v) provide that a a majority of the directors of the Company may call a special meeting of the Board (Article IV, Section 3), (vi) reflect that the Board has the authority to fix the compensation of the Board members (Article IV, Section 7), (vii) provide that the officers of the corporation will consist of a President and a Secretary, and, subject to the discretion of the Board, a Treasurer, a Chairman of the Board, a Vice-Chairman of the Board, an Executive Vice- President, one or more other Vice-Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers with such title as the Board designates; that no officer other than the Chairman or Vice-Chairman of the Board, if any, need be a director; and that any number of offices may be held by the same person, as the directors may determine (Article V, Section 1), (viii) reflect that each officer will be chosen for a term that will continue until the meeting of the Board following the next annual meeting of stockholders and until a successor has been chosen and qualified (Article V, Section 2), (ix) provide that all officers will have the authority to perform such duties in the management and operation of the Company as prescribed in the resolutions of the Board designating and choosing such officers and prescribing their authority and duties, and will have such additional authority and duties as are incident to their office except to the extent that such resolutions may be inconsistent therewith; that the Secretary or an Assistant Secretary will record all of the proceedings of all meetings and actions in writing of stockholders, directors, and committees of directors, and will exercise such additional authority and perform such additional duties as the Board assigns to an officer; that any officer may be removed, with or without cause, by the Board; and any vacancy in any office may be filled by the Board (Article V, Section 3), (x) reflect that the Company's fiscal year will begin as determined by the Board (Article IX, Section 2) and (xi) reflect that the Bylaws may be adopted or repealed at any time by the unanimous written consent of the Board (Article XI, Section 1).

 

Item 9.01     Financial Statements and Exhibits

 

Exhibit No.   Description
     
3.2   Amended and Restated By-laws of Nukkleus Inc.
     
10.1   Director Agreement by and between Nukkleus Inc. and Craig Marshak dated August 1, 2016
     
10.2   Director Agreement by and between Nukkleus Inc. and Jacob Lahav dated August 1, 2016
     
10.3   Director Agreement by and between Nukkleus Inc. and Markos A. Kashiouris dated August 1, 2016
     
10.4   Director Agreement by and between Nukkleus Inc. and Efstathios Christophi dated  August 1, 2016
     
10.5   Director Agreement by and between Nukkleus Inc. and Petros G. Economides dated August 1, 2016

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities and 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.
     
August 9, 2016 By: /s/ Emil Assentato
    Name: Emil Assentato
    Title: President and Chief Executive Officer

 

 

 

Exhibit 3.2

 

AMENDED AND RESTATED

BY-LAWS

OF

NUKKLEUS INC.

  (A DELAWARE GENERAL CORPORATION)

 

  ARTICLE I - REGISTERED AGENT AND REGISTERED OFFICE

Section 1.   The registered office of the corporation in the State of Delaware shall be at 525 Washington Blvd., Jersey City, New Jersey 07310. The registered agent in charge thereof shall be Harvard Business Services, Inc.

 

Section 2.   The corporation may also have offices at such other places as the Board of Directors may from time to time designate, in any State or Country around the world.

 

ARTICLE II - SEAL

Section 1.   The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Delaware”.

 

ARTICLE III - STOCKHOLDERS’ MEETINGS

Section 1.   Meetings of stockholders may be held at any place, either within or without the State of Delaware in the USA, or in any other place in the world, as may be selected from time to time by the Board of Directors.

 

Section 2.    Annual Meetings:   The annual meeting of the stockholders shall be held on the date and at the time fixed, from time to time, by the directors, provided that the first annual meeting shall be held on a date within thirteen months after the organization of the corporation, and each successive annual meeting shall be held on a date within thirteen months after the date of the preceding annual meeting.  A special meeting shall be held on the date and at the time fixed by the directors. Annual meetings and special meetings may be called by the directors or by any officer instructed by the directors to call the meeting.

 

Section 3.    Election of Directors:   Elections of the Directors of the corporation need not be by written ballot, in accordance with the Delaware General Corporation Law (DGCL).

 

Section 4.    Special Meetings:     Special meetings of the stockholders may be called at any time by the president, or the Board of Directors, or stockholders entitled to cast at least one-fifth of the votes which all stockholders are entitled to cast at the particular meeting.   Upon written request of any person or persons who have duly called a special meeting, it shall be the duty of the secretary to fix the date, place and time of the meeting, to be held not more than thirty days after the receipt of the request, and to give due notice thereof to all the persons entitled to vote at the meeting.

 

Business at all special meetings shall be confined to the objects stated in the call and the matters germane thereto, unless all stockholders entitled to vote are present and consent.

 

Written notice of a special meeting of stockholders stating the time and place of the meeting, and the object thereof, shall be given to each stockholder entitled to vote  at least 15 days prior, unless a greater period of notice is required by statute in a particular case.

 

Section 5.    Quorum:    One-third (1/3) of the outstanding shares of the corporation entitled to vote, represented in a person or by proxy, shall constitute a quorum at a meeting of stockholders.  If less than one-third (1/3) of the outstanding shares entitled to vote is represented at a meeting, a majority of the shares so represented, may adjourn the meeting at anytime without further notice.    The stockholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

 

Section 6.   Proxies:   Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him by proxy, but no such proxy shall be voted or acted upon after  one year from its date, unless the proxy provides for a longer period, as allowable by law.

 

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.  A proxy may be irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally.  All proxies shall be filed with the Secretary of the meeting before being voted upon.

 

Section 7.   Notice of Meetings:   Whenever stockholders 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, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called.

 

Unless otherwise provided by law, written notice of any meeting shall be given not less than ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting.

 

Section 8.   Consent In Lieu of Meetings:   Any action required to be taken at any annual or special meeting of stockholders of a corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.  Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

 

Section 9.   List of Stockholders:   The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder.  No share of stock of which any installment is due and unpaid shall be voted at any meeting.  The list shall not be open to the examination of any stockholder, for any purpose, except as required by Delaware law.  The list shall be kept either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held.  The list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

 

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ARTICLE IV - DIRECTORS

Section 1.  The business and affairs of this corporation shall be managed by its Board of Directors. The initial Board of Directors shall consist of one (1) member. Thereafter, the number of directors may be increased or decreased from time to time by action of the stockholders or of the directors, or, if the number is not fixed, the number shall be one (1).  Each director shall be elected for a term of one year, and until his successor shall qualify or until his earlier resignation or removal.

 

Section 2.   Regular Meetings:   Regular meetings of the Board of Directors shall be held without notice according to the schedule of the regular meetings of the Board of Directors which shall be distributed to each Board member at the first meeting each year. The regular meetings shall be held either at the registered office of the corporation, or at such other place as shall be determined by the Board.  Regular meetings, in excess of the one Annual meeting (Art. III Sec. 2) shall not be required if deemed unnecessary by the Board.

 

Section 3.   Special Meetings:   Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors on 5 days notice to all directors, either personally or by mail, courier service, E-Mail or telecopy; special meetings may be called by the President, Secretary or a majority of the directors in like manner and on like notice by written request to the Chairman of the Board of Directors.

 

Section 4.   Quorum:   A majority of the total number of directors shall constitute a quorum of any regular or special meetings of the Directors  for the transaction of business.

 

Section 5.   Consent of Lieu of Meeting:   Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of  the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.  The Board of Directors may hold its meetings, and have an office or offices anywhere in the world, within or outside of the state of Delaware.

 

Section 6.   Conference Telephone:    Directors may participate in a meeting of the Board, of a committee of the Board or of the stockholders, by means of  voice conference telephone or video conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in this manner shall constitute presence in person at such meeting.

 

Section 7.   Compensation:   The Board of Directors shall have the authority to fix the compensation of the members thereof.. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefore.

 

Section 8.   Removal:   A director may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors, in accordance with the laws of Delaware.

 

ARTICLE V - OFFICERS

 

Section 1.  The officers of the corporation shall consist of a President and a Secretary, and, if deemed necessary, expedient, or desirable by the Board of Directors, a Treasurer, a Chairman of the Board, a Vice-Chairman of the Board, an Executive Vice- President, one or more other Vice-Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers with such title as the resolution of the Board of Directors choosing them shall designate. Except as may otherwise be provided in the resolution of the Board of Directors choosing him, no officer other than the Chairman or Vice-Chairman of the Board, if any, need be a director.  Any number of offices may be held by the same person, as the directors may determine.

 

Section 2.  Unless otherwise provided in the resolution choosing him, each officer shall be chosen for a term which shall continue until the meeting of the Board of Directors following the next annual meeting of stockholders and until his successor shall have been chosen and qualified.

 

Section 3.  All officers of the corporation shall have such authority and perform such duties in the management and operation of the corporation as shall be prescribed in the resolutions of the Board of Directors designating and choosing such officers and prescribing their authority and duties, and shall have such additional authority and duties as are incident to their office except to the extent that such resolutions may be inconsistent therewith.  The Secretary or an Assistant Secretary of the corporation shall record all of the proceedings of all meetings and actions in writing of stockholders, directors, and committees of directors, and shall exercise such additional authority and perform such additional duties as the Board shall assign to him.  Any officer may be removed, with or without cause, by the Board of Directors.  Any vacancy in any office may be filled by the Board of Directors.

 

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ARTICLE VI - VACANCIES

 

Section 1.  Any vacancy occurring in any office of the corporation by death, resignation, removal or otherwise, shall be filed by the Board of Directors.  Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, although less than a quorum, or cause, the corporation should have no directors in office, then any officer or other fiduciary entrusted with like responsibility for the person or estate of a stockholder, may call a special meeting of stockholders in accordance with the provisions of these by-laws.

Section 2.   Resignations Effected at Future Date:   When one or more directors shall resign from the Board, effective at a future date, a majority of the directors then in office,  including those who have resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective.

 

ARTICLE VII - CORPORATE RECORDS

 

Section 1.  Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours of business to inspect for any proper purpose the corporation’s stock ledger, a list of its stockholders, and its minute of Stockholder meetings for the past two years.  A proper purpose shall mean a purpose reasonably related to such person’s interest as a stockholder. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the stockholder.  The demand under oath shall be directed to the corporation at its registered office or at its principal place of business.

 

ARTICLE VIII - STOCK CERTIFICATES, DIVIDENDS, ETC.

 

Section 1.  The stock certificates of the corporation shall be numbered and registered in the Stock Transfer Ledger and transfer books of the corporation as they are issued.  They shall bear the corporate seal and shall be signed by the President and the Secretary.

 

Section 2.   Transfers:   Transfers of the shares shall be made on the books of the corporation upon surrender of the certificates therefore, endorsed by the person named in the

certificate or by attorney, lawfully constituted in writing.  No transfer shall be made which is inconsistent with applicable law.

 

Section 3.   Lost Certificate:   The corporation may issue a new stock certificate in place of any certificate theretofore signed by it, alleged to have been lost, stolen, or destroyed.

 

Section 4.   Record Date:   In order that the corporation may determine stockholders entitled to notice of or to vote at any meeting of stockholders on any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty days prior to any other action.

 

If no record date is fixed:

 

(a)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 the notice is waived, at the close of the business on the day next preceding the day on which the meeting is held.

 

(b)The record date for which determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is expressed.

 

(c)The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

 

(d)A determination of stockholders of record entitled to notice of or vote at a meeting of stockholders shall apply to any adjournment of the meeting: provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

 

Section 5.   Dividends:   The Board of Directors may declare and pay dividends upon the outstanding shares of the corporation from time to time and to such extent as they deem advisable, in the manner and upon the terms and conditions provided by statute and the Certificate of Incorporation.

 

Section 6.   Reserves:   Before payment of any dividend there may be set aside out of the net profits of the corporation such sum or sums as the directors, from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining the property of the corporation, or for such other purpose as the directors shall think conducive to the interests of the corporation, and the directors may abolish any such reserve in the manner in which it was created.

 

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ARTICLE IX - MISCELLANEOUS PROVISIONS

 

Section 1.   Checks:   All checks or demands for money and notes of the corporation shall be signed by such officer or officers as the Board of Directors may from time to time designate.

 

Section 2.   Fiscal Year:   The fiscal year shall begin as determined by the Board of Directors, unless this section is amended according to Delaware Law.

 

Section 3.   Notice:   Whenever written notice is required to be given to any person, it may be given to such a person, either personally or by sending a copy thereof through the mail, or by telecopy (FAX), or by telegram, charges prepaid, to his address appearing on the books of the corporation of the corporation, or supplied by him to the corporation to have been given to the person entitled thereto when deposited in the United States mail or with a telegraph office for

transmission to such person.  Such notice shall specify the place, day and hour of meeting and, in the case of a special meeting of stockholders, the general nature of business to be transacted.

 

Section 4.   Waiver of Notice:   Whenever any written notice is required by statue, or by Certificate or the by-laws of this corporation a waiver thereof in writing, signed by the person or persons entitled to such a notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.  Except in the case of a special meeting of stockholders, neither the business to be transacted  nor the purpose of the meeting need be specified in the waiver of notice of such meeting.  Attendance of a person either in person or by proxy at any meeting shall constitute a waiver of notice of such meeting, except where a person attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was lawfully convened.

 

Section 5.   Disallowed Compensation:   Any payments made to an officer or employee of the corporation such as a salary, commission, bonus, interest, rent, travel or entertainment expense incurred by him, which shall be disallowed in whole or in part as a deductible expense by the Internal Revenue Service, shall be reimbursed by such officer or employee to the corporation to the full extent of such disallowance.  It shall be the duty of the directors, as a Board, to enforce payment of each amount disallowed  In lieu of payment by the officer or employee, subject to the determination of the directors, proportionate amounts may be withheld from his future compensation payments until the amount owed to the corporation has been recovered.

 

Section 6.   Resignations:   Any director or other officer may resign at any time, such resignation to be in writing, and to take effect from the time of its receipt by the corporation, unless some time to be fixed in the resignation and then from that date.  The acceptance of a resignation shall not be required to make it effective.

 

ARTICLE X - LIABILITY

 

Section 1.  The personal liability of the founders is limited to the amount of money put into the corporation.  Stockholder liability is limited to the stock held in the corporation.

 

Section 2.  The directors’ liability is limited according to Article X of the certificate of incorporation, which state that it shall be limited to the fullest extent of current Delaware Law.

 

ARTICLE X I - AMENDMENTS

 

Section 1.  These bylaws may be adopted, amended or repealed at any time by the unanimous written consent of the Board of Directors.

 

 

 

Exhibit 10.1

 

Nukkleus Inc.

 

525 Washington Boulevard

 

Jersey City, New Jersey 07310

 

August 1, 2016

 

Craig Marshak

 

Letter of Appointment – Board of Directors

 

Dear Mr. Marshak:

 

We are pleased to offer you the role as a director of the Board of Directors (the “Board”) of Nukkleus Inc. (the “Company”). This letter contains the terms of your appointment as a director of the Board of Directors of the Company and will be effective from the date of the signing of this letter.

 

1. Your Duties:

 

a) You will be expected to attend all meetings (either in person or by teleconference) of the Board of the Company, of which we expect to hold approximately four per annum as well as sign all written consents if you deem appropriate. In addition, you will be expected to perform such other duties as are reasonably contemplated by your holding office as a director of the Company or which may reasonably be assigned to you by the Board from time to time.

 

b) As a director you will:

 

i) Perform to the best of your abilities and knowledge the duties reasonably assigned to you by the Board from time to time, whether during or outside business hours and at such places as the Board reasonably requires;

 

ii) Use all reasonable efforts to promote the interests of the Company;

 

iii) Attend directors’ meetings;

 

iv) Act in the best interests of the Company; and

 

v) Work closely with the Board of Directors and the Chief Executive Officer.

 

c) As you will appreciate, however, your time commitment will ultimately be a product of the matters confronting the Company from time to time and matters properly requiring your attention as a director of the Company.

 

2. Remuneration:

 

a)     The Company will pay you an annual fee of US$20,000, which such annual fee will be deferred for one (1) year from the date hereof.

 

  1  

 

  

b)     Beginning on the one (1) year anniversary of this letter, Company shall pay the annual fee in equal quarterly instalments in arrears on the last day of each quarter. Your first and last installments of the annual fee will be apportioned if necessary. The fee will be paid by wire to your nominated bank account.

 

c)    Your fees shall be subject to adjustment periodically as determined by the Board.

 

3. Expenses: Subject to you providing the Company with receipts or other evidence of payment, the Company will pay for or reimburse you for all travelling, hotel and other expenses reasonably incurred by you in connection with attending and returning from Board, Committee, Company, meetings or otherwise in connection with the Company's business. Reasonable travel and out of pocket expenses used in connection with the business of the Company shall include:

 

;

 

a) Domestic and international travel (economy class under 4 hours and business class over 4 hours); and

 

b) Hotel accommodation.

 

4. Termination of Appointment:

 

a) Your appointment as the Director may be terminated at any time by the vote of the stockholders of the Company in accordance with the certificate of incorporation and bylaws of the Company.

 

b) You acknowledge and agree that if the shareholders of the Company terminate your appointment, you will have no claim of any kind against the Company by reason of the termination.

 

c) You are at liberty to terminate the appointment at any time by notice in writing to the Company.

 

5. What happens after termination of appointment?

 

If your appointment is terminated for any reason or you resign for any reason:

 

a) The Company may set off any amounts you owe the Company against any amounts the Company owes to you as a Director at the date of termination except for amounts the Company is not entitled by law to set off;

 

b) You must return all the Company's property (including property leased by the Company) to the Company on termination including all written or machine readable material, software, computers, credit cards, keys and vehicles; and

 

c) You must not record any confidential information in any form after termination.

 

6. Prohibited Activities:

 

a) You undertake to the Company that you will not during the term of your appointment engage in a business or an activity that would place you in a position of conflict in respect of the performance of your duties.

 

  2  

 

  

b) The terms of your appointment do not restrict you from accepting appointment as a director of any other company outside of the Company’s industry, providing consulting services or any other business or other activity whatsoever. The Company acknowledges and accepts your current roles as a director. You recognize that the services to be performed by you under the Agreement are special, unique and extraordinary. The parties confirm that it is reasonably necessary for the protection of the Company's goodwill that you agree, and accordingly, you do hereby agree and covenant, that during your term as director, you will not, directly or indirectly, except for the benefit of the Company:

 

i. become an officer, director, more than 2% stockholder, partner, associate, employee, owner, proprietor, agent, creditor, independent contractor, co-venturer or otherwise, or be interested in or associated with any other corporation, firm or business engaged in the same or any similar business competitive with that of the Company (including the Company's present and future subsidiaries and affiliates) (the "Business"); or

 

ii. solicit, cause or authorize, directly or indirectly, to be solicited for or on behalf of himself or third parties from parties who were customers of the Company (including its present and future subsidiaries and affiliates) at any time during your term, any business similar to the business transacted by the Company with such customer; or

 

iii. accept or cause or authorize, directly or indirectly, to be accepted for or on behalf of your or third parties, business from any such customers of the Company (including its present and future subsidiaries and affiliates); or

 

iv. solicit, or cause or authorize, directly or indirectly, to be solicited for employment for or on behalf of you or third parties, any persons who were at any time during your term hereunder, employees of the Company (including its present and future subsidiaries and affiliates); or

 

v. employ or cause or authorize, directly or indirectly, to be employed for or on behalf of yourself or third parties, any such employees of the Company (including its present and future subsidiaries and affiliates); or

 

vi. use the tradenames, trademarks, or trade dress of any of the products of the Company (including its present and future subsidiaries and affiliates); or any substantially similar tradename, trademark or trade dress likely to cause, or having the effect of causing, confusion in the minds of manufacturers, customers, suppliers and retail outlets and the public generally.

 

You acknowledge the intention that the Company shall have the broadest possible protection of the value of its business consistent with public policy, and it will not violate the intent of the parties if any court should determine that, consistent with established precedent of the forum state, the public policy of such state requires a more limited restriction in geographical area or duration of the aforesaid covenant not to compete, contained in an appropriate decree.

 

c) Except as permitted in this Agreement or as approved by the Company, you will not (i) use any Confidential Information (as defined below) or (ii) disseminate or in any way disclose the Confidential Information to any person, firm, business or governmental agency or department. You may use the Confidential Information to perform your Duties for the benefit of Company. You shall treat all Confidential Information with the same degree of care as you accord to your own confidential information, but in no case shall you use less than reasonable care. You shall immediately give notice to Company of any unauthorized use or disclosure of the Confidential Information. You shall assist Company in remedying any the unauthorized use or disclosure of the Confidential Information. You agree not to communicate any information to Company in violation of the proprietary rights of any third party.

 

  3  

 

  

“Confidential Information” means (a) any technical and non-technical information related to the Company’s business and current, future and proposed products and services of Company, including for example and without limitation, Company innovations, intellectual property, and information concerning research, development, design details and specifications, financial information, procurement requirements, engineering and manufacturing information, customer lists, business forecasts, sales information, marketing plans and business plans, and provided, in each case, that each is marked as “confidential” or “proprietary” and (b) any information that Company has received from others that may be made known to you and that Company is obligated to treat as confidential or proprietary, and provided, in each case, that each is marked as “confidential” or “proprietary”.

 

7. Notices and Other Communications:

 

a) Service of Notices

 

A notice, demand, consent, approval or communication under this letter (collectively a “Notice”) must be:

 

i) In writing and in English directed to the address advised by the recipient for notices, as varied by any notice; and

 

ii) Hand delivered or sent by prepaid post or facsimile to that address.

 

b) Effective on Receipt: A Notice given in accordance with section 7a takes effect when received (or at a later time specified in the Notice), and is taken to be received:

 

i) If hand delivered, on delivery;

 

ii) If sent by prepaid post, two Business Days after the date of posting (or seven Business Days after the date of posting if posted to or from outside The United States of America);

 

iii) If sent by facsimile, when the sender's facsimile system generates a message confirming successful transmission of the entire Notice unless, within eight Business Hours after the transmission, the recipient informs the sender that it has not received the entire Notice;

 

but if the delivery, receipt or transmission is not on a Business Day or is after 5.00pm on a Business Day, the Notice is taken to be received at 9.00am on the Business Day after that delivery, receipt or transmission.

 

8. Miscellaneous

 

a) Alterations: This letter may be altered only in writing signed by each party.

 

b) Approvals and consents: Except where this letter expressly states otherwise, a party may, in its discretion, give conditionally or unconditionally or withhold any approval or consent under this letter.

 

c) Assignment: This letter may NOT be assigned by either party.

 

d) Costs: Each party must pay its own costs of negotiating, preparing and executing this letter.

 

e) Survival: Any indemnity in this letter is independent and survives termination of this letter. Any other provision by its nature intended to survive termination of this letter survives termination of this letter.

 

  4  

 

  

f) Counterparts: This letter may be executed in counterparts. All executed counterparts constitute one document.

 

g) No Merger: The rights and obligations of the parties under this letter do not merge on completion of any transaction contemplated by this letter.

 

h) Entire Agreement: This letter constitutes the entire agreement between the parties in connection with its subject matter and supersedes all previous agreements or understandings between the parties in connection with its subject matter.

 

i) Further Action: Each party must do, at its own expense, everything reasonably necessary (including executing documents) to give full effect to this letter and the transactions contemplated by it.

 

j) Waiver: A party does not waive a right, power or remedy if it fails to exercise or delays in exercising the right, power or remedy. A single or partial exercise of a right, power or remedy does not prevent another or further exercise of that or another right, power or remedy. A waiver of a right, power or remedy must be in writing and signed by the party giving the waiver.

 

k) Relationship: Except where this letter expressly states otherwise, it does not create a relationship of employment, agency or partnership between the parties.

 

l) Confidentiality: A party may only use the confidential information of another party for the purposes of this letter, and must keep the existence of this letter and the terms of it and the confidential information of another party confidential information except where:

 

i) The information is public knowledge (but not because of a breach of this letter) or the party has independently created the information; or

 

ii) Disclosure is required by law or a regulatory body (including a relevant stock exchange).

 

m) Announcements: A public announcement in connection with this letter or a transaction contemplated by it must be agreed by the parties before it is made, except if required by law or a regulatory body (including a relevant stock exchange).

 

9. Insurance: The Company has directors' and officers' liability insurance under which you are covered in the US and elsewhere for all usual risks during the term of your appointment as the Director. The Company will maintain that cover for the full term of your appointment.

 

10. Contract for Services: This is a contract for services and is not a contract of employment.

 

11. Governing Law: This Agreement shall be governed by the laws of the State of New Jersey (without giving effect to choice of law principles or rules thereof that would cause the application of the laws of any jurisdiction other than the State of New Jersey) and the invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating or affecting the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

 

  5  

 

  

Please sign the attached copy of this letter to indicate that you have read, understood and accept the terms of your appointment.

 

Yours Sincerely,  
   
Nukkleus Inc.  
   
By: /s/Emil Assentato  
   
Name: Emil Assentato  
   
Title: CEO and Director  
   
Agreed to and accepted by:  
   
/s/Craig Marshak  
   
Craig Marshak  

 

  6  

 

 

 

Exhibit 10.2

 Nukkleus Inc.

 

525 Washington Boulevard

 

Jersey City, New Jersey 07310

 

August 1, 2016

 

Jacob Lahav

 

Letter of Appointment – Board of Directors

 

Dear Mr. Lahav:

 

We are pleased to offer you the role as a director of the Board of Directors (the “Board”) of Nukkleus Inc. (the “Company”). This letter contains the terms of your appointment as a director of the Board of Directors of the Company and will be effective from the date of the signing of this letter.

 

1. Your Duties:

  

a) You will be expected to attend all meetings (either in person or by teleconference) of the Board of the Company, of which we expect to hold approximately four per annum as well as sign all written consents if you deem appropriate. In addition, you will be expected to perform such other duties as are reasonably contemplated by your holding office as a director of the Company or which may reasonably be assigned to you by the Board from time to time.

 

b) As a director you will:

 

i) Perform to the best of your abilities and knowledge the duties reasonably assigned to you by the Board from time to time, whether during or outside business hours and at such places as the Board reasonably requires;

 

ii) Use all reasonable efforts to promote the interests of the Company;

 

iii) Attend directors’ meetings;

 

iv) Act in the best interests of the Company; and

 

v) Work closely with the Board of Directors and the Chief Executive Officer.

 

c) As you will appreciate, however, your time commitment will ultimately be a product of the matters confronting the Company from time to time and matters properly requiring your attention as a director of the Company.

 

2. Remuneration:

 

a) The Company will pay you an annual fee of US$20,000, which such annual fee will be deferred for one (1) year from the date hereof.

 

  1  

 

  

b) Beginning on the one (1) year anniversary of this letter, Company shall pay the annual fee in equal quarterly instalments in arrears on the last day of each quarter. Your first and last installments of the annual fee will be apportioned if necessary. The fee will be paid by wire to your nominated bank account.

 

c) Your fees shall be subject to adjustment periodically as determined by the Board.

 

3. Expenses: Subject to you providing the Company with receipts or other evidence of payment, the Company will pay for or reimburse you for all travelling, hotel and other expenses reasonably incurred by you in connection with attending and returning from Board, Committee, Company, meetings or otherwise in connection with the Company's business. Reasonable travel and out of pocket expenses used in connection with the business of the Company shall include:

 

;

 

a) Domestic and international travel (economy class under 4 hours and business class over 4 hours); and

 

b) Hotel accommodation.

 

4. Termination of Appointment:

 

a) Your appointment as the Director may be terminated at any time by the vote of the stockholders of the Company in accordance with the certificate of incorporation and bylaws of the Company.

 

b) You acknowledge and agree that if the shareholders of the Company terminate your appointment, you will have no claim of any kind against the Company by reason of the termination.

 

c) You are at liberty to terminate the appointment at any time by notice in writing to the Company.

 

5. What happens after termination of appointment?

 

If your appointment is terminated for any reason or you resign for any reason:

 

a) The Company may set off any amounts you owe the Company against any amounts the Company owes to you as a Director at the date of termination except for amounts the Company is not entitled by law to set off;

 

b) You must return all the Company's property (including property leased by the Company) to the Company on termination including all written or machine readable material, software, computers, credit cards, keys and vehicles; and

 

c) You must not record any confidential information in any form after termination.

 

6. Prohibited Activities:

 

a) You undertake to the Company that you will not during the term of your appointment engage in a business or an activity that would place you in a position of conflict in respect of the performance of your duties.

 

  2  

 

  

b) The terms of your appointment do not restrict you from accepting appointment as a director of any other company outside of the Company’s industry, providing consulting services or any other business or other activity whatsoever. The Company acknowledges and accepts your current roles as a director. You recognize that the services to be performed by you under the Agreement are special, unique and extraordinary. The parties confirm that it is reasonably necessary for the protection of the Company's goodwill that you agree, and accordingly, you do hereby agree and covenant, that during your term as director, you will not, directly or indirectly, except for the benefit of the Company:

 

i. become an officer, director, more than 2% stockholder, partner, associate, employee, owner, proprietor, agent, creditor, independent contractor, co-venturer or otherwise, or be interested in or associated with any other corporation, firm or business engaged in the same or any similar business competitive with that of the Company (including the Company's present and future subsidiaries and affiliates) (the "Business"); or

 

ii. solicit, cause or authorize, directly or indirectly, to be solicited for or on behalf of himself or third parties from parties who were customers of the Company (including its present and future subsidiaries and affiliates) at any time during your term, any business similar to the business transacted by the Company with such customer; or

 

iii. accept or cause or authorize, directly or indirectly, to be accepted for or on behalf of your or third parties, business from any such customers of the Company (including its present and future subsidiaries and affiliates); or

 

iv. solicit, or cause or authorize, directly or indirectly, to be solicited for employment for or on behalf of you or third parties, any persons who were at any time during your term hereunder, employees of the Company (including its present and future subsidiaries and affiliates); or

 

v. employ or cause or authorize, directly or indirectly, to be employed for or on behalf of yourself or third parties, any such employees of the Company (including its present and future subsidiaries and affiliates); or

 

vi. use the tradenames, trademarks, or trade dress of any of the products of the Company (including its present and future subsidiaries and affiliates); or any substantially similar tradename, trademark or trade dress likely to cause, or having the effect of causing, confusion in the minds of manufacturers, customers, suppliers and retail outlets and the public generally.

 

You acknowledge the intention that the Company shall have the broadest possible protection of the value of its business consistent with public policy, and it will not violate the intent of the parties if any court should determine that, consistent with established precedent of the forum state, the public policy of such state requires a more limited restriction in geographical area or duration of the aforesaid covenant not to compete, contained in an appropriate decree.

 

c) Except as permitted in this Agreement or as approved by the Company, you will not (i) use any Confidential Information (as defined below) or (ii) disseminate or in any way disclose the Confidential Information to any person, firm, business or governmental agency or department. You may use the Confidential Information to perform your Duties for the benefit of Company. You shall treat all Confidential Information with the same degree of care as you accord to your own confidential information, but in no case shall you use less than reasonable care. You shall immediately give notice to Company of any unauthorized use or disclosure of the Confidential Information. You shall assist Company in remedying any the unauthorized use or disclosure of the Confidential Information. You agree not to communicate any information to Company in violation of the proprietary rights of any third party.

 

  3  

 

 

“Confidential Information” means (a) any technical and non-technical information related to the Company’s business and current, future and proposed products and services of Company, including for example and without limitation, Company innovations, intellectual property, and information concerning research, development, design details and specifications, financial information, procurement requirements, engineering and manufacturing information, customer lists, business forecasts, sales information, marketing plans and business plans, and provided, in each case, that each is marked as “confidential” or “proprietary” and (b) any information that Company has received from others that may be made known to you and that Company is obligated to treat as confidential or proprietary, and provided, in each case, that each is marked as “confidential” or “proprietary”.

 

7. Notices and Other Communications:

 

a) Service of Notices

 

A notice, demand, consent, approval or communication under this letter (collectively a “Notice”) must be:

 

i) In writing and in English directed to the address advised by the recipient for notices, as varied by any notice; and

 

ii) Hand delivered or sent by prepaid post or facsimile to that address.

 

b) Effective on Receipt: A Notice given in accordance with section 7a takes effect when received (or at a later time specified in the Notice), and is taken to be received:

 

i) If hand delivered, on delivery;

 

ii) If sent by prepaid post, two Business Days after the date of posting (or seven Business Days after the date of posting if posted to or from outside The United States of America);

 

iii) If sent by facsimile, when the sender's facsimile system generates a message confirming successful transmission of the entire Notice unless, within eight Business Hours after the transmission, the recipient informs the sender that it has not received the entire Notice;

 

but if the delivery, receipt or transmission is not on a Business Day or is after 5.00pm on a Business Day, the Notice is taken to be received at 9.00am on the Business Day after that delivery, receipt or transmission.

 

8. Miscellaneous

 

a) Alterations: This letter may be altered only in writing signed by each party.

 

b) Approvals and consents: Except where this letter expressly states otherwise, a party may, in its discretion, give conditionally or unconditionally or withhold any approval or consent under this letter.

 

c) Assignment: This letter may NOT be assigned by either party.

 

d) Costs: Each party must pay its own costs of negotiating, preparing and executing this letter.

 

e) Survival: Any indemnity in this letter is independent and survives termination of this letter. Any other provision by its nature intended to survive termination of this letter survives termination of this letter.

 

  4  

 

 

 

f) Counterparts: This letter may be executed in counterparts. All executed counterparts constitute one document.

 

g) No Merger: The rights and obligations of the parties under this letter do not merge on completion of any transaction contemplated by this letter.

 

h) Entire Agreement: This letter constitutes the entire agreement between the parties in connection with its subject matter and supersedes all previous agreements or understandings between the parties in connection with its subject matter.

 

i) Further Action: Each party must do, at its own expense, everything reasonably necessary (including executing documents) to give full effect to this letter and the transactions contemplated by it.

 

j) Waiver: A party does not waive a right, power or remedy if it fails to exercise or delays in exercising the right, power or remedy. A single or partial exercise of a right, power or remedy does not prevent another or further exercise of that or another right, power or remedy. A waiver of a right, power or remedy must be in writing and signed by the party giving the waiver.

 

k) Relationship: Except where this letter expressly states otherwise, it does not create a relationship of employment, agency or partnership between the parties.

 

l) Confidentiality: A party may only use the confidential information of another party for the purposes of this letter, and must keep the existence of this letter and the terms of it and the confidential information of another party confidential information except where:

 

i) The information is public knowledge (but not because of a breach of this letter) or the party has independently created the information; or

 

ii) Disclosure is required by law or a regulatory body (including a relevant stock exchange).

 

m) Announcements: A public announcement in connection with this letter or a transaction contemplated by it must be agreed by the parties before it is made, except if required by law or a regulatory body (including a relevant stock exchange).

 

9. Insurance: The Company has directors' and officers' liability insurance under which you are covered in the US and elsewhere for all usual risks during the term of your appointment as the Director. The Company will maintain that cover for the full term of your appointment.

 

10. Contract for Services: This is a contract for services and is not a contract of employment.

 

11. Governing Law: This Agreement shall be governed by the laws of the State of New Jersey (without giving effect to choice of law principles or rules thereof that would cause the application of the laws of any jurisdiction other than the State of New Jersey) and the invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating or affecting the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

 

  5  

 

  

Please sign the attached copy of this letter to indicate that you have read, understood and accept the terms of your appointment.

 

Yours Sincerely,  
   
Nukkleus Inc.  
   
By: /s/Emil Assentato  
   
Name: Emil Assentato  
   
Title: CEO and Director  
   
Agreed to and accepted by:  
   
/s/Jacob Lahav  
Jacob Lahav  

 

  6  

 

 

Exhibit 10.3

 

Nukkleus Inc.

 

525 Washington Boulevard

 

Jersey City, New Jersey 07310

 

August 1, 2016

 

Markos A. Kashiouris

 

Letter of Appointment – Board of Directors

 

Dear Mr. Kashiouris:

 

We are pleased to offer you the role as a director of the Board of Directors (the “Board”) of Nukkleus Inc. (the “Company”). This letter contains the terms of your appointment as a director of the Board of Directors of the Company and will be effective from the date of the signing of this letter.

 

1. Your Duties:

 

a) You will be expected to attend all meetings (either in person or by teleconference) of the Board of the Company, of which we expect to hold approximately four per annum as well as sign all written consents if you deem appropriate. In addition, you will be expected to perform such other duties as are reasonably contemplated by your holding office as a director of the Company or which may reasonably be assigned to you by the Board from time to time.

 

b) As a director you will:

 

i) Perform to the best of your abilities and knowledge the duties reasonably assigned to you by the Board from time to time, whether during or outside business hours and at such places as the Board reasonably requires;

 

ii) Use all reasonable efforts to promote the interests of the Company;

 

iii) Attend directors’ meetings;

 

iv) Act in the best interests of the Company; and

 

v) Work closely with the Board of Directors and the Chief Executive Officer.

 

c) As you will appreciate, however, your time commitment will ultimately be a product of the matters confronting the Company from time to time and matters properly requiring your attention as a director of the Company.

 

2. Remuneration:

 

a)      The Company will pay you an annual fee of US$20,000, which such annual fee will be deferred for one (1) year from the date hereof.

 

  1  

 

  

b)      Beginning on the one (1) year anniversary of this letter, Company shall pay the annual fee in equal quarterly instalments in arrears on the last day of each quarter. Your first and last installments of the annual fee will be apportioned if necessary. The fee will be paid by wire to your nominated bank account.

 

c)       Your fees shall be subject to adjustment periodically as determined by the Board.

 

3. Expenses: Subject to you providing the Company with receipts or other evidence of payment, the Company will pay for or reimburse you for all travelling, hotel and other expenses reasonably incurred by you in connection with attending and returning from Board, Committee, Company, meetings or otherwise in connection with the Company's business. Reasonable travel and out of pocket expenses used in connection with the business of the Company shall include:

 

;

 

a) Domestic and international travel (economy class under 4 hours and business class over 4 hours); and

 

b) Hotel accommodation.

 

4. Termination of Appointment:

 

a) Your appointment as the Director may be terminated at any time by the vote of the stockholders of the Company in accordance with the certificate of incorporation and bylaws of the Company.

 

b) You acknowledge and agree that if the shareholders of the Company terminate your appointment, you will have no claim of any kind against the Company by reason of the termination.

 

c) You are at liberty to terminate the appointment at any time by notice in writing to the Company.

 

5. What happens after termination of appointment?

 

If your appointment is terminated for any reason or you resign for any reason:

 

a) The Company may set off any amounts you owe the Company against any amounts the Company owes to you as a Director at the date of termination except for amounts the Company is not entitled by law to set off;

 

b) You must return all the Company's property (including property leased by the Company) to the Company on termination including all written or machine readable material, software, computers, credit cards, keys and vehicles; and

 

c) You must not record any confidential information in any form after termination.

 

6. Prohibited Activities:

 

a) You undertake to the Company that you will not during the term of your appointment engage in a business or an activity that would place you in a position of conflict in respect of the performance of your duties.

 

  2  

 

  

b) The terms of your appointment do not restrict you from accepting appointment as a director of any other company outside of the Company’s industry, providing consulting services or any other business or other activity whatsoever. The Company acknowledges and accepts your current roles as a director. You recognize that the services to be performed by you under the Agreement are special, unique and extraordinary. The parties confirm that it is reasonably necessary for the protection of the Company's goodwill that you agree, and accordingly, you do hereby agree and covenant, that during your term as director, you will not, directly or indirectly, except for the benefit of the Company:

 

i. become an officer, director, more than 2% stockholder, partner, associate, employee, owner, proprietor, agent, creditor, independent contractor, co-venturer or otherwise, or be interested in or associated with any other corporation, firm or business engaged in the same or any similar business competitive with that of the Company (including the Company's present and future subsidiaries and affiliates) (the "Business"); or

 

ii. solicit, cause or authorize, directly or indirectly, to be solicited for or on behalf of himself or third parties from parties who were customers of the Company (including its present and future subsidiaries and affiliates) at any time during your term, any business similar to the business transacted by the Company with such customer; or

 

iii. accept or cause or authorize, directly or indirectly, to be accepted for or on behalf of your or third parties, business from any such customers of the Company (including its present and future subsidiaries and affiliates); or

 

iv. solicit, or cause or authorize, directly or indirectly, to be solicited for employment for or on behalf of you or third parties, any persons who were at any time during your term hereunder, employees of the Company (including its present and future subsidiaries and affiliates); or

 

v. employ or cause or authorize, directly or indirectly, to be employed for or on behalf of yourself or third parties, any such employees of the Company (including its present and future subsidiaries and affiliates); or

 

vi. use the tradenames, trademarks, or trade dress of any of the products of the Company (including its present and future subsidiaries and affiliates); or any substantially similar tradename, trademark or trade dress likely to cause, or having the effect of causing, confusion in the minds of manufacturers, customers, suppliers and retail outlets and the public generally.

 

You acknowledge the intention that the Company shall have the broadest possible protection of the value of its business consistent with public policy, and it will not violate the intent of the parties if any court should determine that, consistent with established precedent of the forum state, the public policy of such state requires a more limited restriction in geographical area or duration of the aforesaid covenant not to compete, contained in an appropriate decree.

 

c) Except as permitted in this Agreement or as approved by the Company, you will not (i) use any Confidential Information (as defined below) or (ii) disseminate or in any way disclose the Confidential Information to any person, firm, business or governmental agency or department. You may use the Confidential Information to perform your Duties for the benefit of Company. You shall treat all Confidential Information with the same degree of care as you accord to your own confidential information, but in no case shall you use less than reasonable care. You shall immediately give notice to Company of any unauthorized use or disclosure of the Confidential Information. You shall assist Company in remedying any the unauthorized use or disclosure of the Confidential Information. You agree not to communicate any information to Company in violation of the proprietary rights of any third party.

 

  3  

 

   

“Confidential Information” means (a) any technical and non-technical information related to the Company’s business and current, future and proposed products and services of Company, including for example and without limitation, Company innovations, intellectual property, and information concerning research, development, design details and specifications, financial information, procurement requirements, engineering and manufacturing information, customer lists, business forecasts, sales information, marketing plans and business plans, and provided, in each case, that each is marked as “confidential” or “proprietary” and (b) any information that Company has received from others that may be made known to you and that Company is obligated to treat as confidential or proprietary, and provided, in each case, that each is marked as “confidential” or “proprietary”.

 

7. Notices and Other Communications:

 

a) Service of Notices

 

A notice, demand, consent, approval or communication under this letter (collectively a “Notice”) must be:

 

i) In writing and in English directed to the address advised by the recipient for notices, as varied by any notice; and

 

ii) Hand delivered or sent by prepaid post or facsimile to that address.

 

b) Effective on Receipt: A Notice given in accordance with section 7a takes effect when received (or at a later time specified in the Notice), and is taken to be received:

 

i) If hand delivered, on delivery;

 

ii) If sent by prepaid post, two Business Days after the date of posting (or seven Business Days after the date of posting if posted to or from outside The United States of America);

 

iii) If sent by facsimile, when the sender's facsimile system generates a message confirming successful transmission of the entire Notice unless, within eight Business Hours after the transmission, the recipient informs the sender that it has not received the entire Notice;

 

but if the delivery, receipt or transmission is not on a Business Day or is after 5.00pm on a Business Day, the Notice is taken to be received at 9.00am on the Business Day after that delivery, receipt or transmission.

 

8. Miscellaneous

 

a) Alterations: This letter may be altered only in writing signed by each party.

 

b) Approvals and consents: Except where this letter expressly states otherwise, a party may, in its discretion, give conditionally or unconditionally or withhold any approval or consent under this letter.

 

c) Assignment: This letter may NOT be assigned by either party.

 

d) Costs: Each party must pay its own costs of negotiating, preparing and executing this letter.

 

e) Survival: Any indemnity in this letter is independent and survives termination of this letter. Any other provision by its nature intended to survive termination of this letter survives termination of this letter.

 

  4  

 

  

f) Counterparts: This letter may be executed in counterparts. All executed counterparts constitute one document.

 

g) No Merger: The rights and obligations of the parties under this letter do not merge on completion of any transaction contemplated by this letter.

 

h) Entire Agreement: This letter constitutes the entire agreement between the parties in connection with its subject matter and supersedes all previous agreements or understandings between the parties in connection with its subject matter.

 

i) Further Action: Each party must do, at its own expense, everything reasonably necessary (including executing documents) to give full effect to this letter and the transactions contemplated by it.

 

j) Waiver: A party does not waive a right, power or remedy if it fails to exercise or delays in exercising the right, power or remedy. A single or partial exercise of a right, power or remedy does not prevent another or further exercise of that or another right, power or remedy. A waiver of a right, power or remedy must be in writing and signed by the party giving the waiver.

 

k) Relationship: Except where this letter expressly states otherwise, it does not create a relationship of employment, agency or partnership between the parties.

 

l) Confidentiality: A party may only use the confidential information of another party for the purposes of this letter, and must keep the existence of this letter and the terms of it and the confidential information of another party confidential information except where:

 

i) The information is public knowledge (but not because of a breach of this letter) or the party has independently created the information; or

 

ii) Disclosure is required by law or a regulatory body (including a relevant stock exchange).

 

m) Announcements: A public announcement in connection with this letter or a transaction contemplated by it must be agreed by the parties before it is made, except if required by law or a regulatory body (including a relevant stock exchange).

 

9. Insurance: The Company has directors' and officers' liability insurance under which you are covered in the US and elsewhere for all usual risks during the term of your appointment as the Director. The Company will maintain that cover for the full term of your appointment.

 

10. Contract for Services: This is a contract for services and is not a contract of employment.

 

11. Governing Law: This Agreement shall be governed by the laws of the State of New Jersey (without giving effect to choice of law principles or rules thereof that would cause the application of the laws of any jurisdiction other than the State of New Jersey) and the invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating or affecting the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

 

  5  

 

  

Please sign the attached copy of this letter to indicate that you have read, understood and accept the terms of your appointment.

 

Yours Sincerely,  
   
Nukkleus Inc.  
   
By: /s/Emil Assentato  
   
Name: Emil Assentato  
   
Title: CEO and Director  
   
Agreed to and accepted by:  
   
/s/Markos A. Kashiouris  
Markos A. Kashiouris  

 

  6  

 

 

 

Exhibit 10.4

 

Nukkleus Inc.

 

525 Washington Boulevard

 

Jersey City, New Jersey 07310

 

August 1, 2016

 

Efstathios Christophi

 

Letter of Appointment – Board of Directors

 

Dear Mr. Christophi:

 

We are pleased to offer you the role as a director of the Board of Directors (the “Board”) of Nukkleus Inc. (the “Company”). This letter contains the terms of your appointment as a director of the Board of Directors of the Company and will be effective from the date of the signing of this letter.

 

1. Your Duties:

 

a) You will be expected to attend all meetings (either in person or by teleconference) of the Board of the Company, of which we expect to hold approximately four per annum as well as sign all written consents if you deem appropriate. In addition, you will be expected to perform such other duties as are reasonably contemplated by your holding office as a director of the Company or which may reasonably be assigned to you by the Board from time to time.

 

b) As a director you will:

 

i) Perform to the best of your abilities and knowledge the duties reasonably assigned to you by the Board from time to time, whether during or outside business hours and at such places as the Board reasonably requires;

 

ii) Use all reasonable efforts to promote the interests of the Company;

 

iii) Attend directors’ meetings;

 

iv) Act in the best interests of the Company; and

 

v) Work closely with the Board of Directors and the Chief Executive Officer.

 

c) As you will appreciate, however, your time commitment will ultimately be a product of the matters confronting the Company from time to time and matters properly requiring your attention as a director of the Company.

 

2. Remuneration:

 

a)     The Company will pay you an annual fee of US$20,000, which such annual fee will be deferred for one (1) year from the date hereof.

 

  1  

 

  

b)     Beginning on the one (1) year anniversary of this letter, Company shall pay the annual fee in equal quarterly instalments in arrears on the last day of each quarter. Your first and last installments of the annual fee will be apportioned if necessary. The fee will be paid by wire to your nominated bank account.

 

c)     Your fees shall be subject to adjustment periodically as determined by the Board.

 

3. Expenses: Subject to you providing the Company with receipts or other evidence of payment, the Company will pay for or reimburse you for all travelling, hotel and other expenses reasonably incurred by you in connection with attending and returning from Board, Committee, Company, meetings or otherwise in connection with the Company's business. Reasonable travel and out of pocket expenses used in connection with the business of the Company shall include:

 

;

 

a) Domestic and international travel (economy class under 4 hours and business class over 4 hours); and

 

b) Hotel accommodation.

 

4. Termination of Appointment:

 

a) Your appointment as the Director may be terminated at any time by the vote of the stockholders of the Company in accordance with the certificate of incorporation and bylaws of the Company.

 

b) You acknowledge and agree that if the shareholders of the Company terminate your appointment, you will have no claim of any kind against the Company by reason of the termination.

 

c) You are at liberty to terminate the appointment at any time by notice in writing to the Company.

 

5. What happens after termination of appointment?

 

If your appointment is terminated for any reason or you resign for any reason:

 

a) The Company may set off any amounts you owe the Company against any amounts the Company owes to you as a Director at the date of termination except for amounts the Company is not entitled by law to set off;

 

b) You must return all the Company's property (including property leased by the Company) to the Company on termination including all written or machine readable material, software, computers, credit cards, keys and vehicles; and

 

c) You must not record any confidential information in any form after termination.

 

6. Prohibited Activities:

 

a) You undertake to the Company that you will not during the term of your appointment engage in a business or an activity that would place you in a position of conflict in respect of the performance of your duties.

 

  2  

 

  

b) The terms of your appointment do not restrict you from accepting appointment as a director of any other company outside of the Company’s industry, providing consulting services or any other business or other activity whatsoever. The Company acknowledges and accepts your current roles as a director. You recognize that the services to be performed by you under the Agreement are special, unique and extraordinary. The parties confirm that it is reasonably necessary for the protection of the Company's goodwill that you agree, and accordingly, you do hereby agree and covenant, that during your term as director, you will not, directly or indirectly, except for the benefit of the Company:

 

i. become an officer, director, more than 2% stockholder, partner, associate, employee, owner, proprietor, agent, creditor, independent contractor, co-venturer or otherwise, or be interested in or associated with any other corporation, firm or business engaged in the same or any similar business competitive with that of the Company (including the Company's present and future subsidiaries and affiliates) (the "Business"); or

 

ii. solicit, cause or authorize, directly or indirectly, to be solicited for or on behalf of himself or third parties from parties who were customers of the Company (including its present and future subsidiaries and affiliates) at any time during your term, any business similar to the business transacted by the Company with such customer; or

 

iii. accept or cause or authorize, directly or indirectly, to be accepted for or on behalf of your or third parties, business from any such customers of the Company (including its present and future subsidiaries and affiliates); or

 

iv. solicit, or cause or authorize, directly or indirectly, to be solicited for employment for or on behalf of you or third parties, any persons who were at any time during your term hereunder, employees of the Company (including its present and future subsidiaries and affiliates); or

 

v. employ or cause or authorize, directly or indirectly, to be employed for or on behalf of yourself or third parties, any such employees of the Company (including its present and future subsidiaries and affiliates); or

 

vi. use the tradenames, trademarks, or trade dress of any of the products of the Company (including its present and future subsidiaries and affiliates); or any substantially similar tradename, trademark or trade dress likely to cause, or having the effect of causing, confusion in the minds of manufacturers, customers, suppliers and retail outlets and the public generally.

 

You acknowledge the intention that the Company shall have the broadest possible protection of the value of its business consistent with public policy, and it will not violate the intent of the parties if any court should determine that, consistent with established precedent of the forum state, the public policy of such state requires a more limited restriction in geographical area or duration of the aforesaid covenant not to compete, contained in an appropriate decree.

 

c) Except as permitted in this Agreement or as approved by the Company, you will not (i) use any Confidential Information (as defined below) or (ii) disseminate or in any way disclose the Confidential Information to any person, firm, business or governmental agency or department. You may use the Confidential Information to perform your Duties for the benefit of Company. You shall treat all Confidential Information with the same degree of care as you accord to your own confidential information, but in no case shall you use less than reasonable care. You shall immediately give notice to Company of any unauthorized use or disclosure of the Confidential Information. You shall assist Company in remedying any the unauthorized use or disclosure of the Confidential Information. You agree not to communicate any information to Company in violation of the proprietary rights of any third party.

 

  3  

 

  

“Confidential Information” means (a) any technical and non-technical information related to the Company’s business and current, future and proposed products and services of Company, including for example and without limitation, Company innovations, intellectual property, and information concerning research, development, design details and specifications, financial information, procurement requirements, engineering and manufacturing information, customer lists, business forecasts, sales information, marketing plans and business plans, and provided, in each case, that each is marked as “confidential” or “proprietary” and (b) any information that Company has received from others that may be made known to you and that Company is obligated to treat as confidential or proprietary, and provided, in each case, that each is marked as “confidential” or “proprietary”.

 

7. Notices and Other Communications:

 

a) Service of Notices

 

A notice, demand, consent, approval or communication under this letter (collectively a “Notice”) must be:

 

i) In writing and in English directed to the address advised by the recipient for notices, as varied by any notice; and

 

ii) Hand delivered or sent by prepaid post or facsimile to that address.

 

b) Effective on Receipt: A Notice given in accordance with section 7a takes effect when received (or at a later time specified in the Notice), and is taken to be received:

 

i) If hand delivered, on delivery;

 

ii) If sent by prepaid post, two Business Days after the date of posting (or seven Business Days after the date of posting if posted to or from outside The United States of America);

 

iii) If sent by facsimile, when the sender's facsimile system generates a message confirming successful transmission of the entire Notice unless, within eight Business Hours after the transmission, the recipient informs the sender that it has not received the entire Notice;

 

but if the delivery, receipt or transmission is not on a Business Day or is after 5.00pm on a Business Day, the Notice is taken to be received at 9.00am on the Business Day after that delivery, receipt or transmission.

 

8. Miscellaneous

 

a) Alterations: This letter may be altered only in writing signed by each party.

 

b) Approvals and consents: Except where this letter expressly states otherwise, a party may, in its discretion, give conditionally or unconditionally or withhold any approval or consent under this letter.

 

c) Assignment: This letter may NOT be assigned by either party.

 

d) Costs: Each party must pay its own costs of negotiating, preparing and executing this letter.

 

e) Survival: Any indemnity in this letter is independent and survives termination of this letter. Any other provision by its nature intended to survive termination of this letter survives termination of this letter.

 

  4  

 

  

f) Counterparts: This letter may be executed in counterparts. All executed counterparts constitute one document.

 

g) No Merger: The rights and obligations of the parties under this letter do not merge on completion of any transaction contemplated by this letter.

 

h) Entire Agreement: This letter constitutes the entire agreement between the parties in connection with its subject matter and supersedes all previous agreements or understandings between the parties in connection with its subject matter.

 

i) Further Action: Each party must do, at its own expense, everything reasonably necessary (including executing documents) to give full effect to this letter and the transactions contemplated by it.

 

j) Waiver: A party does not waive a right, power or remedy if it fails to exercise or delays in exercising the right, power or remedy. A single or partial exercise of a right, power or remedy does not prevent another or further exercise of that or another right, power or remedy. A waiver of a right, power or remedy must be in writing and signed by the party giving the waiver.

 

k) Relationship: Except where this letter expressly states otherwise, it does not create a relationship of employment, agency or partnership between the parties.

 

l) Confidentiality: A party may only use the confidential information of another party for the purposes of this letter, and must keep the existence of this letter and the terms of it and the confidential information of another party confidential information except where:

 

i) The information is public knowledge (but not because of a breach of this letter) or the party has independently created the information; or

 

ii) Disclosure is required by law or a regulatory body (including a relevant stock exchange).

 

m) Announcements: A public announcement in connection with this letter or a transaction contemplated by it must be agreed by the parties before it is made, except if required by law or a regulatory body (including a relevant stock exchange).

 

9. Insurance: The Company has directors' and officers' liability insurance under which you are covered in the US and elsewhere for all usual risks during the term of your appointment as the Director. The Company will maintain that cover for the full term of your appointment.

 

10. Contract for Services: This is a contract for services and is not a contract of employment.

 

11. Governing Law: This Agreement shall be governed by the laws of the State of New Jersey (without giving effect to choice of law principles or rules thereof that would cause the application of the laws of any jurisdiction other than the State of New Jersey) and the invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating or affecting the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

 

  5  

 

  

Please sign the attached copy of this letter to indicate that you have read, understood and accept the terms of your appointment.

 

Yours Sincerely,  
   
Nukkleus Inc.  
   
By: /s/Emil Assentato  
   
Name: Emil Assentato  
   
Title: CEO and Director  
   
Agreed to and accepted by:  
   
/s/Efstathios Christophi  
Efstathios Christophi  

 

  6  

 

 

 

 

 

Exhibit 10.5

 

Nukkleus Inc.

 

525 Washington Boulevard

 

Jersey City, New Jersey 07310

 

August 1, 2016

 

Petros G. Economides

 

Letter of Appointment – Board of Directors

 

Dear Mr. Economides:

 

We are pleased to offer you the role as a director of the Board of Directors (the “Board”) of Nukkleus Inc. (the “Company”). This letter contains the terms of your appointment as a director of the Board of Directors of the Company and will be effective from the date of the signing of this letter.

 

1. Your Duties:

 

a) You will be expected to attend all meetings (either in person or by teleconference) of the Board of the Company, of which we expect to hold approximately four per annum as well as sign all written consents if you deem appropriate. In addition, you will be expected to perform such other duties as are reasonably contemplated by your holding office as a director of the Company or which may reasonably be assigned to you by the Board from time to time.

 

b) As a director you will:

 

i) Perform to the best of your abilities and knowledge the duties reasonably assigned to you by the Board from time to time, whether during or outside business hours and at such places as the Board reasonably requires;

 

ii) Use all reasonable efforts to promote the interests of the Company;

 

iii) Attend directors’ meetings;

 

iv) Act in the best interests of the Company; and

 

v) Work closely with the Board of Directors and the Chief Executive Officer.

 

c) As you will appreciate, however, your time commitment will ultimately be a product of the matters confronting the Company from time to time and matters properly requiring your attention as a director of the Company.

 

2. Remuneration:

 

a)     The Company will pay you an annual fee of US$20,000, which such annual fee will be deferred for one (1) year from the date hereof.

  1  

 

 

 

b)       Beginning on the one (1) year anniversary of this letter, Company shall pay the annual fee in equal quarterly instalments in arrears on the last day of each quarter. Your first and last installments of the annual fee will be apportioned if necessary. The fee will be paid by wire to your nominated bank account.

 

c) Your fees shall be subject to adjustment periodically as determined by the Board.

 

3. Expenses: Subject to you providing the Company with receipts or other evidence of payment, the Company will pay for or reimburse you for all travelling, hotel and other expenses reasonably incurred by you in connection with attending and returning from Board, Committee, Company, meetings or otherwise in connection with the Company's business. Reasonable travel and out of pocket expenses used in connection with the business of the Company shall include:

 

;

 

a) Domestic and international travel (economy class under 4 hours and business class over 4 hours); and

 

b) Hotel accommodation.

 

4. Termination of Appointment:

 

a) Your appointment as the Director may be terminated at any time by the vote of the stockholders of the Company in accordance with the certificate of incorporation and bylaws of the Company.

 

b) You acknowledge and agree that if the shareholders of the Company terminate your appointment, you will have no claim of any kind against the Company by reason of the termination.

 

c) You are at liberty to terminate the appointment at any time by notice in writing to the Company.

 

5. What happens after termination of appointment?

 

If your appointment is terminated for any reason or you resign for any reason:

 

a) The Company may set off any amounts you owe the Company against any amounts the Company owes to you as a Director at the date of termination except for amounts the Company is not entitled by law to set off;

 

b) You must return all the Company's property (including property leased by the Company) to the Company on termination including all written or machine readable material, software, computers, credit cards, keys and vehicles; and

 

c) You must not record any confidential information in any form after termination.

 

6. Prohibited Activities:

 

a) You undertake to the Company that you will not during the term of your appointment engage in a business or an activity that would place you in a position of conflict in respect of the performance of your duties.

 

  2  

 

  

b) The terms of your appointment do not restrict you from accepting appointment as a director of any other company outside of the Company’s industry, providing consulting services or any other business or other activity whatsoever. The Company acknowledges and accepts your current roles as a director. You recognize that the services to be performed by you under the Agreement are special, unique and extraordinary. The parties confirm that it is reasonably necessary for the protection of the Company's goodwill that you agree, and accordingly, you do hereby agree and covenant, that during your term as director, you will not, directly or indirectly, except for the benefit of the Company:

 

i. become an officer, director, more than 2% stockholder, partner, associate, employee, owner, proprietor, agent, creditor, independent contractor, co-venturer or otherwise, or be interested in or associated with any other corporation, firm or business engaged in the same or any similar business competitive with that of the Company (including the Company's present and future subsidiaries and affiliates) (the "Business"); or

 

ii. solicit, cause or authorize, directly or indirectly, to be solicited for or on behalf of himself or third parties from parties who were customers of the Company (including its present and future subsidiaries and affiliates) at any time during your term, any business similar to the business transacted by the Company with such customer; or

 

iii. accept or cause or authorize, directly or indirectly, to be accepted for or on behalf of your or third parties, business from any such customers of the Company (including its present and future subsidiaries and affiliates); or

 

iv. solicit, or cause or authorize, directly or indirectly, to be solicited for employment for or on behalf of you or third parties, any persons who were at any time during your term hereunder, employees of the Company (including its present and future subsidiaries and affiliates); or

 

v. employ or cause or authorize, directly or indirectly, to be employed for or on behalf of yourself or third parties, any such employees of the Company (including its present and future subsidiaries and affiliates); or

 

vi. use the tradenames, trademarks, or trade dress of any of the products of the Company (including its present and future subsidiaries and affiliates); or any substantially similar tradename, trademark or trade dress likely to cause, or having the effect of causing, confusion in the minds of manufacturers, customers, suppliers and retail outlets and the public generally.

 

You acknowledge the intention that the Company shall have the broadest possible protection of the value of its business consistent with public policy, and it will not violate the intent of the parties if any court should determine that, consistent with established precedent of the forum state, the public policy of such state requires a more limited restriction in geographical area or duration of the aforesaid covenant not to compete, contained in an appropriate decree.

 

c) Except as permitted in this Agreement or as approved by the Company, you will not (i) use any Confidential Information (as defined below) or (ii) disseminate or in any way disclose the Confidential Information to any person, firm, business or governmental agency or department. You may use the Confidential Information to perform your Duties for the benefit of Company. You shall treat all Confidential Information with the same degree of care as you accord to your own confidential information, but in no case shall you use less than reasonable care. You shall immediately give notice to Company of any unauthorized use or disclosure of the Confidential Information. You shall assist Company in remedying any the unauthorized use or disclosure of the Confidential Information. You agree not to communicate any information to Company in violation of the proprietary rights of any third party.

 

  3  

 

   

“Confidential Information” means (a) any technical and non-technical information related to the Company’s business and current, future and proposed products and services of Company, including for example and without limitation, Company innovations, intellectual property, and information concerning research, development, design details and specifications, financial information, procurement requirements, engineering and manufacturing information, customer lists, business forecasts, sales information, marketing plans and business plans, and provided, in each case, that each is marked as “confidential” or “proprietary” and (b) any information that Company has received from others that may be made known to you and that Company is obligated to treat as confidential or proprietary, and provided, in each case, that each is marked as “confidential” or “proprietary”.

 

7. Notices and Other Communications:

 

a) Service of Notices

 

A notice, demand, consent, approval or communication under this letter (collectively a “Notice”) must be:

 

i) In writing and in English directed to the address advised by the recipient for notices, as varied by any notice; and

 

ii) Hand delivered or sent by prepaid post or facsimile to that address.

 

b) Effective on Receipt: A Notice given in accordance with section 7a takes effect when received (or at a later time specified in the Notice), and is taken to be received:

 

i) If hand delivered, on delivery;

 

ii) If sent by prepaid post, two Business Days after the date of posting (or seven Business Days after the date of posting if posted to or from outside The United States of America);

 

iii) If sent by facsimile, when the sender's facsimile system generates a message confirming successful transmission of the entire Notice unless, within eight Business Hours after the transmission, the recipient informs the sender that it has not received the entire Notice;

 

but if the delivery, receipt or transmission is not on a Business Day or is after 5.00pm on a Business Day, the Notice is taken to be received at 9.00am on the Business Day after that delivery, receipt or transmission.

 

8. Miscellaneous

 

a) Alterations: This letter may be altered only in writing signed by each party.

 

b) Approvals and consents: Except where this letter expressly states otherwise, a party may, in its discretion, give conditionally or unconditionally or withhold any approval or consent under this letter.

 

c) Assignment: This letter may NOT be assigned by either party.

 

d) Costs: Each party must pay its own costs of negotiating, preparing and executing this letter.

 

e) Survival: Any indemnity in this letter is independent and survives termination of this letter. Any other provision by its nature intended to survive termination of this letter survives termination of this letter.

 

  4  

 

  

f) Counterparts: This letter may be executed in counterparts. All executed counterparts constitute one document.

 

g) No Merger: The rights and obligations of the parties under this letter do not merge on completion of any transaction contemplated by this letter.

 

h) Entire Agreement: This letter constitutes the entire agreement between the parties in connection with its subject matter and supersedes all previous agreements or understandings between the parties in connection with its subject matter.

 

i) Further Action: Each party must do, at its own expense, everything reasonably necessary (including executing documents) to give full effect to this letter and the transactions contemplated by it.

 

j) Waiver: A party does not waive a right, power or remedy if it fails to exercise or delays in exercising the right, power or remedy. A single or partial exercise of a right, power or remedy does not prevent another or further exercise of that or another right, power or remedy. A waiver of a right, power or remedy must be in writing and signed by the party giving the waiver.

 

k) Relationship: Except where this letter expressly states otherwise, it does not create a relationship of employment, agency or partnership between the parties.

 

l) Confidentiality: A party may only use the confidential information of another party for the purposes of this letter, and must keep the existence of this letter and the terms of it and the confidential information of another party confidential information except where:

 

i) The information is public knowledge (but not because of a breach of this letter) or the party has independently created the information; or

 

ii) Disclosure is required by law or a regulatory body (including a relevant stock exchange).

 

m) Announcements: A public announcement in connection with this letter or a transaction contemplated by it must be agreed by the parties before it is made, except if required by law or a regulatory body (including a relevant stock exchange).

 

9. Insurance: The Company has directors' and officers' liability insurance under which you are covered in the US and elsewhere for all usual risks during the term of your appointment as the Director. The Company will maintain that cover for the full term of your appointment.

 

10. Contract for Services: This is a contract for services and is not a contract of employment.

 

11. Governing Law: This Agreement shall be governed by the laws of the State of New Jersey (without giving effect to choice of law principles or rules thereof that would cause the application of the laws of any jurisdiction other than the State of New Jersey) and the invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating or affecting the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

 

  5  

 

  

Please sign the attached copy of this letter to indicate that you have read, understood and accept the terms of your appointment.

 

Yours Sincerely,  
   
Nukkleus Inc.  
   
By: /s/Emil Assentato  
   
Name: Emil Assentato  
   
Title: CEO and Director  
   
Agreed to and accepted by:  
   
/s/Petros G. Economides  
Petros G. Economides  

 

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