Exhibit 10.2


 


STOCK OPTION EXERCISE AGREEMENT


 


This Stock Option Exercise
Agreement (the “Exercise Agreement”) is made and entered on this 30th day of August, 2021 by and between Michael
Stephen Greenacre, Nicholas Aaron Gregory, Jamal Khurshid, Travers David Lee, Azam Shah, Craig Iain Vallis, Bertram Bartholomew Worsley,
and Oliver James Worsley, each, an individual (individually hereinafter “Seller”, and collectively the “Sellers”)
and Nukkleus, Inc., a Delaware corporation (the “Buyer” or “Nukk”).
The Sellers and Buyer may be hereinafter referred to individually as a “Party” or collectively as the “Parties”.
Capitalized terms not defined herein shall have the meanings ascribed to them in the Parties’ Purchase and Sale Agreement, which
was duly executed on May 24, 2021 (“Purchase and Sale Agreement”).


 


	Total Option Shares Being Purchased:	 	493 ordinary shares of £1.00 each in the capital of the Target, being 30% of the Sale Shares
	 	 	 
	Exercise Price:	 	30,000,000 shares of Nukk’s Common Stock
	 	 	 
	Target (“Company”):	 	Match Financial Limited
	 	 	 
	Buyer’s interest in the Target 	 	 
	 	 	 
	post-Option Completion:	 	100%






 


1. Exercise of Option.


 


1.1. Exercise. Pursuant
to exercise of that certain option (the “Option”) granted to Buyer under the Purchase and Sale Agreement and
subject to the terms and conditions of this Exercise Agreement, Buyer hereby exercises the Option and agrees to purchase from the Sellers,
and the Sellers hereby agree to sell to the Buyer, the Total Number of Shares set forth above (the “Shares”)
of the Company’s stock at the Exercise Price set forth above (the “Exercise Price”). As used in this Exercise
Agreement, the term “Shares” refers to the Shares purchased under this Exercise Agreement.


 


1.2. Title to Shares.
Buyer will take title to the Shares as Nukkleus, Inc. Upon the Option Completion Date, Buyer shall be the sole owner of the Target,
and shall own all of the Sale Shares, as shown on Schedule 4 to the Purchase and Sale Agreement. Such Sale Shares will be duly authorized,
feely transferrable, validly issued, fully paid and non-assessable and not subject to any preemptive rights or conditions.


 


1.3. Payment for Exercise
of Option. Buyer will issue to the Sellers an aggregate of 30,000,000 shares of Common Stock in the Buyer on the Option Completion
Date. The shares will be issued in book entry by Buyer’s transfer agent and will contain the standard restrictive legend as required
under the Securities Act of 1933, as amended. Buyer covenants with the Sellers that such shares will be duly authorized, validly issued,
fully paid and non-assessable and not subject to any preemptive rights.


 






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2. Delivery.


 


2.1. Deliveries by Buyer.
Buyer hereby delivers to the Sellers (a) this Exercise Agreement, (b) the Exercise Price; and (c) the shares in accordance with the procedures
set forth in Section 1.3 above.


 


2.2. Deliveries by the Sellers.
Upon its receipt of the Exercise Price and all documents to be executed and delivered by Buyer to the Sellers under Section 2.1 hereof,
the Sellers will effectuate the transfer of the Shares to the Buyer by recording such transfer of the Shares in the name of the Buyer.
Sellers shall provide evidence of such book transfer to the Buyer.


 


2.3. Option Completion Date. The Option
Completion shall take place on August 30, 2021 (the “Option Completion Date”).


 


3. Representations
and Warranties of Sellers. Sellers represent and warrant the following:


 


3.1. Representations
and Warranties of Purchase and Sale Agreement. Each representation and warranty of Sellers hereunder and under the Purchase and Sale
Agreement shall be true and correct in all material respects and as of the Option Completion Date, and Sellers shall have delivered to
Buyer an Officer’s Certificate to that effect.


 


3.2. Agreement to Terms. Sellers have received
a copy of the Purchase and Sale Agreement and have read and understood the terms of the Purchase and Sale Agreement and this Exercise
Agreement, and agree to be bound by their terms and conditions.


 


4. Compliance with Securities Laws.
Buyer understands and acknowledges that, notwithstanding any other provision of the Purchase and Sale Agreement to the contrary, the exercise
of any rights to purchase any Shares is expressly conditioned upon Sellers’ continued compliance with all applicable laws, including
but not limited to, securities laws. Sellers agree to cooperate with the Company and the Buyer to ensure the Company’s compliance
with such laws.


 


5.  Rights as
a Stockholder. Subject to the terms and conditions of this Exercise Agreement, Buyer will have unlimited rights as the sole stockholder
of the Company with respect to the Sale Shares from and after the date that Buyer acquires all of the Sale Shares as of the Option Completion
Date and until such time as Buyer disposes of the Sale Shares.


 


6.  Taxes. Sellers
represent that all tax documentation required to be filed by the Target for Buyer’s full acquisition of the Company pursuant to
this Exercise Agreement has been, or will be, timely filed. Such tax documents are, or will be, true, complete and correct in all respects.
Sellers further represent that all taxes due and owing by the Target to the United Kingdom or any other governmental or other authority
whatsoever competent to impose any taxation, whether in the United Kingdom or elsewhere (whether or not shown on any tax documentation)
have been, or will be, timely paid by the Option Completion Date.


 


7. Tax Consequences. SELLERS UNDERSTAND
THAT SELLERS MAY SUFFER ADVERSE TAX CONSEQUENCES AS A RESULT OF SELLERS’ DISPOSITION OF THE SHARES. SELLERS REPRESENT: (a) THAT
SELLERS HAVE CONSULTED WITH ANY TAX ADVISOR THAT SELELRS DEEMS ADVISABLE IN CONNECTION WITH THE DISPOSITION OF THE SHARES; AND (b) SELLERS
ARE NOT RELYING ON THE BUYER OR THE COMPANY FOR ANY TAX ADVICE. IN ADDITION TO THE FOREGOING, THE COMPANY SHALL HAVE NO LIABILITY TO SELLERS
IN CONNECTION WITH THIS AGREEMENT OR THE PURCHASE AND SALE AGREEMENT.


 






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8.  Compliance with
Laws and Regulations. The issuance and transfer of the Shares will be subject to and conditioned upon compliance by the Company and
Sellers with all applicable laws of the United Kingdom through the Option Completion Date.


 


9.  Stockholders’
Agreement; Governance. As a condition to the issuance of the Shares pursuant to this Exercise Agreement, upon Option Completion,
Buyer shall have full and unlimited authority over the affairs of the Company, including, but not limited to, the power to amend the Company’s
Stockholders’ Agreement and any other documents of the Company, which, among other matters, provide for certain rights and obligations
of the Stockholders of the Company or the governance of the Company according to the terms of such agreement then in effect and as from
time to time may be amended on or after the Option Completion Date.   


 


10. Successors
and Assigns. Buyer may assign any of its rights under this Exercise Agreement. This Exercise Agreement shall be binding upon and inure
to the benefit of the successors and assigns of the Buyer. This Exercise Agreement will be binding upon Buyer and Buyer’s heirs,
executors, administrators, legal representatives, successors and assigns.


 


11. Governing
Law; Jurisdiction; Severability. This Exercise Agreement and any dispute or claim arising out of or in connection with it or its subject
matter or formation, shall be governed by and construed in accordance with the law of England and Wales. Each Party agrees that the courts
of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Exercise
Agreement or its subject matter or formation.


 


12.  Waiver.  The
Sellers unconditionally and irrevocably waive with effect from completion of the Option Completion Date, all and any rights and claims
that it may have against the Company or any of its respective employees, directors, agents, or officers, and further undertake to the
Buyer, the Company and each of the employees, directors, agents or officers not to make any such claims in the future.


 


13. Further Instruments. The Sellers agree
to execute such further instruments and to take such further action as may be reasonably necessary to carry out the purposes and intent
of this Exercise Agreement.


 


14. Headings.
The captions and headings of this Exercise Agreement are included for ease of reference only and will be disregarded in interpreting or
construing this Exercise Agreement.


 


15. Entire Agreement.
The Purchase and Sale Agreement and this Exercise Agreement, together with all Exhibits thereto, constitute the entire agreement and understanding
of the Parties with respect to the subject matter of this Exercise Agreement, and supersede all prior understandings and agreements, whether
oral or written, between the Parties hereto with respect to the specific subject matter hereof. If there is any inconsistency between
the terms of this Exercise Agreement and the terms of the Purchase and Sale Agreement, the terms of the Purchase and Sale Agreement shall
govern and control. In the event that this Exercise Agreement is silent as to any terms that may be applicable to the transaction contemplated
hereby, the terms of the Purchase and Sale Agreement shall apply. No provision of this agreement shall be construed to relieve Sellers
of any of the obligations set forth in the Purchase and Sale Agreement.


 


16. Counterparts. This Exercise Agreement
may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts
shall together constitute the one agreement.


 


17. Other Obligations. Sellers shall comply
with all obligations set forth in Schedule 3 of the Purchase and Sale Agreement with respect to the Option Completion contemplated hereby.


 


IN WITNESS
WHEREOF, the Parties hereto have caused this agreement to be duly executed as of the day and year first above written. 





 


[SIGNATURES ON FOLLOWING PAGE]


 






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EXECUTION PAGE


 


	Signed by	/s/ Emil Assentato 
	 	 
	Name:	Emil Assentato, on behalf of Nukkleus, Inc.
	 	 
	Date:	
	 	 
	Signed by	/s/ Michael Stephen Greenacre
	 	 
	Name:	Michael Stephen Greenacre 
	 	 
	Date:	August 27, 2021
	 	 
	Signed by	/s/ Nicholas Aaron Gregory
	 	 
	Name:	Nicholas Aaron Gregory 
	 	 
	Date:	August 28, 2021
	 	 
	Signed by	/s/ Jamal Khurshid
	 	 
	Name:	Jamal Khurshid 
	 	 
	Date:	August 27, 2021
	 	 
	Signed by	/s/ Travers David Lee
	 	 
	Name:	Travers David Lee 
	 	 
	Date:	August 27, 2021
	 	 
	Signed by	/s/ Azam Shah
	 	 
	Name:	Azam Shah  
	 	 
	Date:	 
	 	 
	Signed by	/s/ Craig Iain Vallis
	 	 
	Name:	Craig Iain Vallis 
	 	 
	Date:	August 27, 2021
	 	 
	Signed by	/s/ Bertram Bartholomew Worsley
	 	 
	Name:	Bertram Bartholomew Worsley 
	 	 
	Date:	August 28, 2021
	 	 
	Signed by	/s/ Oliver James Worsley
	 	 
	Name:	Oliver James Worsley 
	 	 
	Date:	August 27, 2021



 


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