Exhibit 10.3


 


REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS AGREEMENT
(this “Agreement”) is entered into as of the [__] day of [__], 2022, by and among Nukkleus, Inc., a Delaware
corporation (the “Company”), Brilliant Acquisition Corporation, a British Virgin Islands Company and wholly-owned
subsidiary of the Company (“Legacy Brilliant”), the
equityholders designated as Legacy Company Equityholders on Schedule A hereto (collectively, the “Legacy Company Equityholders”),
and the equityholders designated as Legacy Brilliant Equityholders on
Schedule B hereto (collectively, the “Legacy Brilliant Equityholders”
and, together with the Legacy Company Equityholders and any person or entity who hereafter becomes a party to this Agreement pursuant
to Section 6.3 of this Agreement, each an “Investor” and collectively, the “Investors”).


 


WHEREAS, Legacy Brilliant,
Nisun Investment Holding Limited, a British Virgin Islands company (the “Sponsor”), and the Legacy Brilliant
Equityholders are parties to that certain Registration Rights Agreement, dated as of June 23, 2020 (the “Prior Agreement”);


 


WHEREAS, the Company, [Merger
Sub, Inc.], a British Virgin Islands company (“Merger Sub”), and Legacy Brilliant, are parties to that certain
Agreement and Plan of Merger, dated as of February 22, 2022 (the “Business Combination Agreement”), pursuant
to which, at the Effective Time (as defined in the Business Combination Agreement), Merger Sub merged (the “Merger”)
with and into Legacy Brilliant, with Legacy Brilliant surviving the Merger as a wholly owned subsidiary of the Company (the “Business
Combination”);


 


WHEREAS, on or about the Closing
Date, the Legacy Brilliant Equityholders are receiving shares of Common Stock as consideration for their ordinary shares and Warrants
upon the assumption of warrants of Legacy Brilliant, pursuant to the Business Combination Agreement; and


 


WHEREAS, in connection with
the consummation of the Business Combination, the parties to the Prior Agreement desire to terminate the Prior Agreement in its entirety
as set forth herein, and the parties hereto desire to enter into this Agreement pursuant to which the Company shall grant the Investors
certain registration rights with respect to the Registrable Securities (as defined below) on the terms and conditions set forth in this
Agreement;


 


NOW, THEREFORE, in consideration
of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:


 


1.
DEFINITIONS. The following capitalized terms used herein have the following meanings:


 


“Agreement”
means this Agreement, as amended, restated, supplemented, or otherwise modified from time to time.


 


“Business Combination”
has the meaning given in the Recitals hereto.


 


“Commission”
means the Securities and Exchange Commission, or any other Federal agency then administering the Securities Act or the Exchange Act.


 


“Common Stock”
means the common stock, par value $0.0001 per share, of the Company.


 


“Company”
is defined in the preamble to this Agreement.


 


“Demand Registration”
is defined in Section 2.1.1.


 


“Demanding Holder”
is defined in Section 2.1.1.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, all as
the same shall be in effect at the time.


 






    


     


    

 


“Form S-3”
is defined in Section 2.3.


 


“Indemnified Party”
is defined in Section 4.3.


 


“Indemnifying
Party” is defined in Section 4.3.


 


“Initial Securities”
means all of the outstanding shares of Common Stock and Warrants, owned by the Investors as of the date hereof or issued to the Investors
in connection with the transactions contemplated by the Business Combination Agreement.


    


“Investor”
is defined in the preamble to this Agreement.


 


“Investor Indemnified
Party” is defined in Section 4.1.


 


“Maximum Number
of Shares” is defined in Section 2.1.4.


 


“Notices”
is defined in Section 6.4.


 


“Permitted Transferees”
shall mean any Person to whom a holder of Registrable Securities is permitted to transfer such Registrable Securities.


 


“Person”
means any individual or entity.


 


“Piggy-Back Registration”
is defined in Section 2.2.1.


 


“Prior Agreement”
has the meaning given in the Recitals hereto


 


“Register,”
“Registered” and “Registration” mean a registration effected by preparing and filing
a registration statement or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations
promulgated thereunder, and such registration statement becoming effective.


 


“Registrable Securities”
means (i) the Initial Securities, and (ii) any shares of Common Stock or any other equity security (including, without limitation,
the shares of Common Stock issued or issuable upon the exercise or conversion of any other equity security, warrants and rights) of the
Company otherwise acquired or owned by an Investor following the date hereof to the extent that such securities are “restricted
securities” (as defined in Rule 144) or are otherwise held by an “affiliate” (as defined in Rule 144) of the Company.
Registrable Securities include any rights, warrants, shares of capital stock or other securities of the Company issued as a dividend or
other distribution with respect to or in exchange for or in replacement of such securities described in clauses (i) and (ii) of the preceding
sentence. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when: (a) a Registration
Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have
been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (b) such securities shall have been otherwise
transferred, new certificates for them not bearing a legend restricting further transfer shall have been delivered by the Company and
subsequent public distribution of them shall not require registration under the Securities Act; (c) such securities shall have ceased
to be outstanding, or (d) the Registrable Securities are freely saleable under Rule 144 without limitations as to volume or manner of
sale.


 


“Registration
Statement” means a registration statement filed by the Company with the Commission in compliance with the Securities Act
and the rules and regulations promulgated thereunder for a public offering and sale of equity securities, or securities or other obligations
exercisable or exchangeable for, or convertible into, equity securities (other than a registration statement on Form S-4 or Form S-8,
or their successors, or any registration statement covering only securities proposed to be issued in exchange for securities or assets
of another entity).


  


“Representative”
means EarlyBirdCapital, Inc.


 


“Securities Act”
means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the same
shall be in effect at the time.


 






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“Sponsor Holder”
shall mean the Sponsor and any of its Permitted Transferees.


 


“Underwriter”
means a securities dealer who purchases any Registrable Securities as principal in an underwritten offering and not as part of such dealer’s
market-making activities.


 


“Warrant(s)”
means the warrants of the Company.


 


2.
REGISTRATION RIGHTS.


 


2.1
Demand Registration.


 


2.1.1
Request for Registration. At any time and from time to time, any of (i) Sponsor Holder or (ii) the holders of at least 20% in interest
of the then-outstanding number of Registrable Securities (together with the Sponsor Holder, the “Demanding Holders”)
may make a written demand for registration under the Securities Act of all or part of their Registrable Securities, as the case may be
(a “Demand Registration”). Any demand for a Demand Registration shall specify the number of shares of Registrable
Securities proposed to be sold and the intended method(s) of distribution thereof. The Company will notify all holders of Registrable
Securities of the demand within five (5) days after the Company’s receipt of any such demand, and each holder of Registrable Securities
who wishes to include all or a portion of such holder’s Registrable Securities in the Demand Registration shall so notify the Company
within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding Holders
shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and the provisos
set forth in Section 3.1.1. The Company shall not be obligated to effect more than one (1) Demand Registration for the Sponsor Holder
and two (2) Demand Registrations for other holders of Registrable Securities under this Section 2.1.1.


 


2.1.2
Effective Registration. A registration will not count as a Demand Registration until the Registration Statement filed with the
Commission with respect to such Demand Registration has been declared effective and the Company has complied with all of its obligations
under this Agreement with respect thereto; provided, however, that if, after such Registration Statement has been declared effective,
the offering of Registrable Securities pursuant to a Demand Registration is interfered with by any stop order or injunction of the Commission
or any other governmental agency or court, the Registration Statement with respect to such Demand Registration will be deemed not to have
been declared effective, unless and until (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) a
majority-in-interest of the Demanding Holders that have Registrable Securities included in such Demand Registration thereafter elect to
continue the offering; provided, further, that the Company shall not be obligated to file a second Registration Statement until a Registration
Statement that has been filed is counted as a Demand Registration or is terminated.


 


2.1.3
Underwritten Offering. If a majority-in-interest of the Demanding Holders so elect and such holders so advise the Company as part
of their written demand for a Demand Registration, the offering of such Registrable Securities pursuant to such Demand Registration shall
be in the form of an underwritten offering. In such event, the right of any holder to include its Registrable Securities in such registration
shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s Registrable
Securities in the underwriting to the extent provided herein. All Demanding Holders proposing to distribute their Registrable Securities
through such underwriting shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for
such underwriting by a majority-in-interest of the holders initiating the Demand Registration.


 






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2.1.4
Reduction of Offering. If the managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten offering
advises the Company and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities which the
Demanding Holders desire to sell, taken together with all other shares of Common Stock or other securities which the Company desires to
sell and the shares of Common Stock, if any, as to which registration has been requested pursuant to written contractual piggy-back registration
rights held by other shareholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of shares that
can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability
of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “Maximum Number of
Shares”), then the Company shall include in such registration: (i) first, the Registrable Securities as to which Demand
Registration has been requested by the applicable Demanding Holders (pro rata in accordance with the number of shares that each such Person
has requested be included in such registration, regardless of the number of shares held by each such Person (such proportion is referred
to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Shares; (ii) second, to the
extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the shares of Common Stock or other securities
that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; and (iii) third, to the extent that
the Maximum Number of Shares has not been reached under the foregoing clauses (i) and (ii), the shares of Common Stock or other securities
for the account of other Persons that the Company is obligated to register pursuant to written contractual arrangements with such Persons
and that can be sold without exceeding the Maximum Number of Shares.


 


2.1.5
Withdrawal. If a majority-in-interest of the Demanding Holders that have Registrable Securities included in the Demand Registration
disapprove of the terms of any underwriting or are not entitled to include all of their Registrable Securities in any offering, such majority-in-interest
of the Demanding Holders may elect to withdraw from such offering by giving written notice to the Company and the Underwriter or Underwriters
of their request to withdraw prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Demand
Registration. If the majority-in-interest of the Demanding Holders that have Registrable Securities included in a Demand Registration
withdraws from a proposed offering relating to such Demand Registration, then such registration shall not count as a Demand Registration
provided for in Section 2.1.


 


2.1.6 Shelf
Registration. The Company shall file within 45 days of the closing of the Business Combination, and use commercially reasonable efforts
to cause to be declared effective as soon as practicable thereafter, a Registration Statement for a shelf registration on Form S-1 (the
“Form S-1 Shelf”) or, if the Company is eligible to use a Registration Statement on Form S-3, a shelf registration
on Form S-3 (the “Form S-3 Shelf” and together with the Form S-1 Shelf, each a “Shelf”),
in each case, covering the resale of all the Registrable Securities (determined as of two business days prior to such filing) on a delayed
or continuous basis. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or
combination of methods legally available to, and requested by, any holder named therein. The Company shall maintain a Shelf in accordance
with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements
as may be necessary to keep a Shelf continuously effective, available for use and in compliance with the provisions of the Securities
Act until such time as there are no longer any Registrable Securities. In the event the Company files a Form S-1 Shelf, the Company shall
use its commercially reasonable efforts to convert the Form S-1 Shelf (and any subsequent Shelf) to a Form S-3 Shelf as soon as practicable
after the Company is eligible to use Form S-3. Notwithstanding anything to the contrary herein, to the extent there is an active
Shelf under this Section 2.1.6 covering an Investor’s or Investors’ Registrable Securities, and such Investor or Investors
qualify as Demanding Holders pursuant to Section 2.1.1 and wish to request an underwritten offering from such Shelf, such underwritten
offering shall follow the procedures of Section 2.1 (including Section 2.1.3 and Section 2.1.4) but such underwritten offering shall be
made from the Shelf and shall count against the number of long form Demand Registrations that may be made pursuant to Section 2.1.1. The
Company shall have the right to remove any persons no longer holding Registrable Securities from the Shelf or any other shelf registration
statement by means of a post-effective amendment.


 






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2.2
Piggy-Back Registration.


 


2.2.1
Piggy-Back Rights. If at any time the Company proposes to file a Registration Statement under the Securities Act with respect to
an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities,
by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the
Company including, without limitation, pursuant to Section 2.1), other than a Registration Statement (i) filed in connection with any
employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing
shareholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment
plan, then the Company shall (x) give written notice of such proposed filing to the holders of Registrable Securities as soon as practicable
but in no event less than ten (10) days before the anticipated filing date, which notice shall describe the amount and type of securities
to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters,
if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of
such number of shares of Registrable Securities as such holders may request in writing within five (5) days following receipt of such
notice (a “Piggy-Back Registration”). The Company shall cause such Registrable Securities to be included in
such registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering
to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar
securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s)
of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration
that involves an Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters
selected for such Piggy-Back Registration.


 


2.2.2
Reduction of Offering. If the managing Underwriter or Underwriters for a Piggy-Back Registration that is to be an underwritten
offering advises the Company and the holders of Registrable Securities in writing that the dollar amount or number of shares of Common
Stock which the Company desires to sell, taken together with the shares of Common Stock, if any, as to which registration has been demanded
pursuant to written contractual arrangements with Persons other than the holders of Registrable Securities hereunder, the Registrable
Securities as to which registration has been requested under this Section 2.2, and the shares of Common Stock, if any, as to which registration
has been requested pursuant to the written contractual piggy-back registration rights of other shareholders of the Company, exceeds the
Maximum Number of Shares, then the Company shall include in any such registration:


 


(a)
If the registration is undertaken for the Company’s account: (A) first, the shares of Common Stock or other securities that the
Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number
of Shares has not been reached under the foregoing clause (A), the shares of Common Stock or other securities, if any, comprised of Registrable
Securities, as to which registration has been requested pursuant to the applicable written contractual piggy-back registration rights
of such security holders, Pro Rata, that can be sold without exceeding the Maximum Number of Shares; and (C) third, to the extent that
the Maximum Number of shares has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other securities
for the account of other Persons that the Company is obligated to register pursuant to written contractual piggy-back registration rights
with such Persons and that can be sold without exceeding the Maximum Number of Shares;


 


(b) If the registration is a “demand” registration undertaken at the demand of Persons other than the holders of Registrable Securities,
(A) first, the shares of Common Stock or other securities for the account of the demanding Persons that can be sold without exceeding
the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not been reached under the foregoing clause
(A), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number
of Shares; (C) third, to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), collectively
the shares of Common Stock or other securities comprised of Registrable Securities, Pro Rata, as to which registration has been requested
pursuant to the terms hereof, that can be sold without exceeding the Maximum Number of Shares; and (D) fourth, to the extent that the
Maximum Number of Shares has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other securities
for the account of other Persons that the Company is obligated to register pursuant to written contractual arrangements with such Persons,
that can be sold without exceeding the Maximum Number of Shares.


 


2.2.3
Withdrawal. Any holder of Registrable Securities may elect to withdraw such holder’s request for inclusion of Registrable
Securities in any Piggy-Back Registration by giving written notice to the Company of such request to withdraw prior to the effectiveness
of the Registration Statement. The Company (whether on its own determination or as the result of a withdrawal by persons making a demand
pursuant to written contractual obligations) may withdraw a Registration Statement at any time prior to the effectiveness of such Registration
Statement. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the holders of Registrable Securities in
connection with such Piggy-Back Registration as provided in Section 3.3.


 


2.2.4 Any
Piggy-Back Registration effected pursuant to this Section 2.2 shall not be counted as a Demand Registration effected pursuant to Section
2.1.


 






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2.3 Registrations
on Form S-3. The holders of Registrable Securities may at any time and from time to time, request in writing, pursuant to Rule 415
under the Securities Act (or any successor rule promulgated thereafter by the Commission), that the Company register the resale of any
or all of such Registrable Securities on Form S-3 or any similar short-form registration which may be available at such time (“Form
S-3”); provided, however, that the Company shall not be obligated to effect such request through an underwritten offering.
Upon receipt of such written request, the Company will promptly, and in any event within five (5) days after the Company’s receipt
of such request, give written notice of the proposed registration to all other holders of Registrable Securities, and, as soon as practicable
thereafter, effect the registration of all or such portion of such holder’s or holders’ Registrable Securities as are specified
in such request, together with all or such portion of the Registrable Securities or other securities of the Company, if any, of any other
holder or holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written
notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section
2.3: (i) if the Form S-3 is not available for such offering; or (ii) if the holders of the Registrable Securities, together with the holders
of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other
securities (if any) at any aggregate price to the public of less than $2,000,000. Registrations effected pursuant to this Section 2.3
shall not be counted as Demand Registrations effected pursuant to Section 2.1.


 


 


3.
REGISTRATION PROCEDURES.


 


3.1
Filings; Information. Whenever the Company is required to effect the registration of any Registrable Securities pursuant to Section
2, the Company shall use its best efforts to effect the registration and sale of such Registrable Securities in accordance with the intended
method(s) of distribution thereof as expeditiously as practicable, and in connection with any such request:


 


3.1.1
Filing Registration Statement. The Company shall use its best efforts to, as expeditiously as possible after receipt of a request
for a Demand Registration pursuant to Section 2.1, prepare and file with the Commission a Registration Statement on any form for which
the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of all
Registrable Securities to be registered thereunder in accordance with the intended method(s) of distribution thereof, and shall use its
best efforts to cause such Registration Statement to become effective and use its best efforts to keep it effective for the period required
by Section 3.1.3; provided, however, that the Company shall have the right to defer any Demand Registration for up to sixty (60) days,
and any Piggy-Back Registration for such period as may be applicable to deferment of any demand registration to which such Piggy-Back
Registration relates, in each case if the Company shall furnish to the holders a certificate signed by the Chief Executive Officer, President
or Chairman of the Board of Directors of the Company stating that, in the good faith judgment of the Board of Directors of the Company,
it would be materially detrimental to the Company and its shareholders for such Registration Statement to be effected at such time; provided
further, however, that the Company shall not have the right to exercise the right set forth in the immediately preceding proviso more
than once in any 365-day period in respect of a Demand Registration hereunder.


 


3.1.2
Copies. The Company shall, prior to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish
without charge to the holders of Registrable Securities included in such registration, and such holders’ legal counsel, copies of
such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including
all exhibits thereto and documents incorporated by reference therein), the prospectus included in such Registration Statement (including
each preliminary prospectus), and such other documents as the holders of Registrable Securities included in such registration or legal
counsel for any such holders may request in order to facilitate the disposition of the Registrable Securities owned by such holders.


 


3.1.3
Amendments and Supplements. The Company shall prepare and file with the Commission such amendments, including post-effective amendments,
and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration
Statement effective and in compliance with the provisions of the Securities Act until all Registrable Securities and other securities
covered by such Registration Statement have been disposed of in accordance with the intended method(s) of distribution set forth in such
Registration Statement or such securities have been withdrawn.


 






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3.1.4
Notification. After the filing of a Registration Statement, the Company shall promptly, and in no event more than two (2) business
days after such filing, notify the holders of Registrable Securities included in such Registration Statement of such filing, and shall
further notify such holders promptly and confirm such advice in writing in all events within two (2) business days of the occurrence of
any of the following: (i) when such Registration Statement becomes effective; (ii) when any post-effective amendment to such Registration
Statement becomes effective; (iii) the issuance or threatened issuance by the Commission of any stop order (and the Company shall take
all actions required to prevent the entry of such stop order or to remove it if entered); and (iv) any request by the Commission for any
amendment or supplement to such Registration Statement or any prospectus relating thereto or for additional information or of the occurrence
of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers
of the securities covered by such Registration Statement, such prospectus will not contain an untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and promptly make
available to the holders of Registrable Securities included in such Registration Statement any such supplement or amendment; except that
before filing with the Commission a Registration Statement or prospectus or any amendment or supplement thereto, including documents incorporated
by reference, the Company shall furnish to the holders of Registrable Securities included in such Registration Statement and to the legal
counsel for any such holders, copies of all such documents proposed to be filed sufficiently in advance of filing to provide such holders
and legal counsel with a reasonable opportunity to review such documents and comment thereon, and the Company shall not file any Registration
Statement or prospectus or amendment or supplement thereto, including documents incorporated by reference, to which such holders or their
legal counsel shall object.


 


3.1.5
State Securities Laws Compliance. The Company shall use its best efforts to (i) register or qualify the Registrable Securities
covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States
as the holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may
request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered
with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and
do any and all other acts and things that may be necessary or advisable to enable the holders of Registrable Securities included in such
Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the
Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify
but for this paragraph or subject itself to taxation in any such jurisdiction.


 


3.1.6
Agreements for Disposition. The Company shall enter into customary agreements (including, if applicable, an underwriting agreement
in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable
Securities. The representations, warranties and covenants of the Company in any underwriting agreement which are made to or for the benefit
of any Underwriters, to the extent applicable, shall also be made to and for the benefit of the holders of Registrable Securities included
in such registration statement. No holder of Registrable Securities included in such registration statement shall be required to make
any representations or warranties in the underwriting agreement except, if applicable, with respect to such holder’s organization,
good standing, authority, title to Registrable Securities, lack of conflict of such sale with such holder’s material agreements
and organizational documents, and with respect to written information relating to such holder that such holder has furnished in writing
expressly for inclusion in such Registration Statement.


 


3.1.7
Cooperation. The principal executive officer of the Company, the principal financial officer of the Company, the principal accounting
officer of the Company and all other officers and members of the management of the Company shall cooperate fully in any offering of Registrable
Securities hereunder, which cooperation shall include, without limitation, the preparation of the Registration Statement with respect
to such offering and all other offering materials and related documents, and participation in meetings with Underwriters, attorneys, accountants
and potential investors.


 


3.1.8
Records. The Company shall make available for inspection by the holders of Registrable Securities included in such Registration
Statement, any Underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other
professional retained by any holder of Registrable Securities included in such Registration Statement or any Underwriter, all financial
and other records, pertinent corporate documents and properties of the Company, as shall be necessary to enable them to exercise their
due diligence responsibility, and cause the Company’s officers, directors and employees to supply all information requested by any
of them in connection with such Registration Statement.


 






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3.1.9
Opinions and Comfort Letters. Upon request, the Company shall furnish to each holder of Registrable Securities included in any
Registration Statement a signed counterpart, addressed to such holder, of (i) any opinion of counsel to the Company delivered to any Underwriter
and (ii) any comfort letter from the Company’s independent public accountants delivered to any Underwriter. In the event no legal
opinion is delivered to any Underwriter, the Company shall furnish to each holder of Registrable Securities included in such Registration
Statement, at any time that such holder elects to use a prospectus, an opinion of counsel to the Company to the effect that the Registration
Statement containing such prospectus has been declared effective and that no stop order is in effect.


 


3.1.10  Earnings
Statement. The Company shall comply with all applicable rules and regulations of the Commission and the Securities Act, and make available
to its shareholders, as soon as practicable, an earnings statement covering a period of twelve (12) months, which earnings statement shall
satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.


 


3.1.11  Listing.
The Company shall use its best efforts to cause all Registrable Securities included in any registration to be listed on such exchanges
or otherwise designated for trading in the same manner as similar securities issued by the Company are then listed or designated or, if
no such similar securities are then listed or designated, in a manner satisfactory to the holders of a majority of the Registrable Securities
included in such registration.


  


3.1.12  Road
Show. If the registration involves the registration of Registrable Securities involving gross proceeds in excess of $15,000,000, the
Company shall use its reasonable efforts to make available senior executives of the Company to participate in customary “road show”
presentations that may be reasonably requested by the Underwriter in any underwritten offering.


 


3.2
Obligation to Suspend Distribution. Upon receipt of any notice from the Company of the happening of any event of the kind described
in Section 3.1.4(iv), or, in the case of a resale registration on Form S-3 pursuant to Section 2.3 hereof, upon any suspension by the
Company, pursuant to a written insider trading compliance program adopted by the Company’s Board of Directors, of the ability of
all “insiders” covered by such program to transact in the Company’s securities because of the existence of material
non-public information, each holder of Registrable Securities included in any registration shall immediately discontinue disposition of
such Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such holder receives the
supplemented or amended prospectus contemplated by Section 3.1.4(iv) or the restriction on the ability of “insiders” to transact
in the Company’s securities is removed, as applicable, and, if so directed by the Company, each such holder will deliver to the
Company all copies, other than permanent file copies then in such holder’s possession, of the most recent prospectus covering such
Registrable Securities at the time of receipt of such notice.


 


3.3
Registration Expenses. The Company shall bear all costs and expenses incurred in connection with any Demand Registration pursuant
to Section 2.1, any Piggy-Back Registration pursuant to Section 2.2, and any registration on Form S-3 effected pursuant to Section 2.3,
and all expenses incurred in performing or complying with its other obligations under this Agreement, whether or not the Registration
Statement becomes effective, including, without limitation: (i) all registration and filing fees; (ii) fees and expenses of compliance
with securities or “blue sky” laws (including fees and disbursements of counsel in connection with blue sky qualifications
of the Registrable Securities); (iii) printing expenses; (iv) the Company’s internal expenses (including, without limitation, all
salaries and expenses of its officers and employees); (v) the fees and expenses incurred in connection with the listing of the Registrable
Securities as required by Section 3.1.11; (vi) Financial Industry Regulatory Authority fees; (vii) fees and disbursements of counsel for
the Company and fees and expenses for independent certified public accountants retained by the Company (including the expenses or costs
associated with the delivery of any opinions or comfort letters requested pursuant to Section 3.1.9); (viii) the reasonable fees and expenses
of any special experts retained by the Company in connection with such registration and (ix) the reasonable fees and expenses of one legal
counsel selected by the holders of a majority-in-interest of the Registrable Securities included in such registration. The Company shall
have no obligation to pay any underwriting discounts or selling commissions attributable to the Registrable Securities being sold by the
holders thereof, which underwriting discounts or selling commissions shall be borne by such holders. Additionally, in an underwritten
offering, all selling shareholders and the Company shall bear the expenses of the Underwriter pro rata in proportion to the respective
amount of shares each is selling in such offering.


 






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3.4
Information. The holders of Registrable Securities shall provide such information as may reasonably be requested by the Company,
or the managing Underwriter, if any, in connection with the preparation of any Registration Statement, including amendments and supplements
thereto, in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 2 and in connection
with the Company’s obligation to comply with Federal and applicable state securities laws.


 


3.5
Limitations on Registration Rights. Notwithstanding anything herein to the contrary, (i) the Representative may not exercise its
rights under Section 2.1 and 2.2 hereunder after five (5) and seven (7) years after the effective date of the registration statement relating
to the Company’s initial public offering, respectively, and (ii) the Representative may not exercise its rights under Section 2.1
more than one time.


 


3.6
Market Stand-off. In connection with any underwritten offering pursuant to a Demand Registration, if requested by the managing
Underwriter or Underwriters of such underwritten offering, each participating holder will agree that it shall not transfer any shares
of Common Stock or other equity securities of the Company held as of the date of pricing of such underwritten offering (other than those
included in such offering pursuant to this Agreement), without the prior written consent of the managing Underwriter or Underwriters,
during the ninety (90)-day period beginning on the date of pricing of such underwritten offering or such shorter period during which the
Company agrees not to conduct an underwritten primary offering of Common Stock, except in the event the managing Underwriter or Underwriters
of such underwritten offering otherwise agree in writing. For the avoidance of doubt, this restriction shall not apply to any shares of
Common Stock acquired in open market transactions following the date of pricing of such underwritten offering.


 


4.
INDEMNIFICATION AND CONTRIBUTION.


 


4.1
Indemnification by the Company. The Company agrees to indemnify and hold harmless each Investor and each other holder of Registrable
Securities, and each of their respective officers and directors and each Person, if any, who controls an Investor and each other holder
of Registrable Securities (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Investor
Indemnified Party”), from and against any expenses, losses, judgments, claims, damages or liabilities, whether joint or
several, arising out of or based upon any untrue statement (or allegedly untrue statement) of a material fact contained in any Registration
Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final
prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement,
or arising out of or based upon any omission (or alleged omission) to state a material fact required to be stated therein or necessary
to make the statements therein not misleading, or any violation by the Company of the Securities Act or any rule or regulation promulgated
thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration;
and the Company shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred by such
Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or
action; provided, however, that the Company will not be liable in any such case to the extent that any such expense, loss, claim, damage
or liability arises out of or is based upon any untrue statement or allegedly untrue statement or omission or alleged omission made in
such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, in
reliance upon and in conformity with information furnished to the Company, in writing, by such selling holder expressly for use therein.
The Company also shall indemnify any Underwriter of the Registrable Securities and such Underwriter’s respective officers and directors
and each Person who controls such Underwriter on substantially the same basis as that of the indemnification provided above in this Section
4.1.


 






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4.2 Indemnification
by Holders of Registrable Securities. Each selling holder of Registrable Securities will, in the event that any registration is being
effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling holder, indemnify and
hold harmless the Company, each of its directors and officers and each Underwriter (if any), and each other selling holder and each other
Person, if any, who controls another selling holder or such Underwriter within the meaning of the Securities Act, against any losses,
claims, judgments, damages or liabilities, whether joint or several, insofar as such losses, claims, judgments, damages or liabilities
(or actions in respect thereof) arise out of or are based upon any untrue statement or allegedly untrue statement of a material fact contained
in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary
prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to the Registration
Statement, or arise out of or are based upon any omission or the alleged omission to state a material fact required to be stated therein
or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with
information furnished in writing to the Company by such selling holder expressly for use therein, and shall reimburse the Company, its
directors and officers, and each other selling holder or controlling person for any legal or other expenses reasonably incurred by any
of them in connection with investigation or defending any such loss, claim, damage, liability or action. Each selling holder’s indemnification
obligations hereunder shall be several and not joint and shall be in proportion to and limited to the amount of any net proceeds actually
received by such selling holder from the sale of the applicable Registrable Securities pursuant to the Registration Statement.


 


4.3
Conduct of Indemnification Proceedings. Promptly after receipt by any person of any notice of any loss, claim, damage or liability
or any action in respect of which indemnity may be sought pursuant to Section 4.1 or 4.2, such person (the “Indemnified Party”)
shall, if a claim in respect thereof is to be made against any other person for indemnification hereunder, notify such other person (the
“Indemnifying Party”) in writing of the loss, claim, judgment, damage, liability or action; provided, however,
that the failure by the Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability
which the Indemnifying Party may have to such Indemnified Party hereunder, except and solely to the extent the Indemnifying Party is actually
prejudiced by such failure. If the Indemnified Party is seeking indemnification with respect to any claim or action brought against the
Indemnified Party, then the Indemnifying Party shall be entitled to participate in such claim or action, and, to the extent that it wishes,
jointly with all other Indemnifying Parties, to assume control of the defense thereof with counsel satisfactory to the Indemnified Party.
After notice from the Indemnifying Party to the Indemnified Party of its election to assume control of the defense of such claim or action,
the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified
Party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that in any action in which
both the Indemnified Party and the Indemnifying Party are named as defendants, the Indemnified Party shall have the right to employ separate
counsel (but no more than one such separate counsel) to represent the Indemnified Party and its controlling persons who may be subject
to liability arising out of any claim in respect of which indemnity may be sought by the Indemnified Party against the Indemnifying Party,
with the fees and expenses of such counsel to be paid by such Indemnifying Party if, based upon the written opinion of counsel of such
Indemnified Party, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests
between them. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, consent to entry of judgment or
effect any settlement of any claim or pending or threatened proceeding in respect of which the Indemnified Party is or could have been
a party and indemnity could have been sought hereunder by such Indemnified Party, unless such judgment or settlement includes an unconditional
release of such Indemnified Party from all liability arising out of such claim or proceeding.


 


4.4
Contribution.


 


4.4.1
If the indemnification provided for in the foregoing Sections 4.1, 4.2 and 4.3 is unavailable to any Indemnified Party in respect of any
loss, claim, damage, liability or action referred to herein, then each such Indemnifying Party, in lieu of indemnifying such Indemnified
Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability or
action in such proportion as is appropriate to reflect the relative fault of the Indemnified Parties and the Indemnifying Parties in connection
with the actions or omissions which resulted in such loss, claim, damage, liability or action, as well as any other relevant equitable
considerations. The relative fault of any Indemnified Party and any Indemnifying Party shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by such Indemnified Party or such Indemnifying Party and the parties’ relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or omission.


 






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4.4.2
The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.4 were determined by pro rata
allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately
preceding Section 4.4.1.


 


4.4.3
The amount paid or payable by an Indemnified Party as a result of any loss, claim, damage, liability or action referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such
Indemnified Party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section
4.4, no holder of Registrable Securities shall be required to contribute any amount in excess of the dollar amount of the net proceeds
(after payment of any underwriting fees, discounts, commissions or taxes) actually received by such holder from the sale of Registrable
Securities which gave rise to such contribution obligation. No Person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.


 


5.
RULE 144.


 


5.1
Rule 144. The Company covenants that it shall (i) make and keep public information available,
as those terms are understood and defined in Rule 144, and (ii) file timely (or obtain extensions in respect thereof and file within
the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d)
of the Exchange Act. The Company further covenants that it shall take such further action as any Investor holding Registrable Securities
may reasonably request, all to the extent required from time to time to enable such Investor to sell Registrable Securities without registration
under the Securities Act within the limitation of the exemptions provided by Rule 144 (or any similar or successor rule thereto). Upon
the request of any Investor, the Company shall deliver to such Investor (i) a copy of the most recent periodic report of the Company and
such other reports and documents so filed by the Company with the Commission (it being understood that the availability of such report
on the Commission’s EDGAR system shall satisfy this requirement) and (ii) such other information as may be reasonably necessary
to permit the Investor to sell its Registrable Securities pursuant to Rule 144 (or any similar or successor rule thereto) without registration.


 


6.
MISCELLANEOUS.


 


6.1
Termination of Prior Agreement. Pursuant to Section 6.7 of the Prior Agreement, each of Legacy Brilliant, the Sponsor, and the
Legacy Brilliant Equityholders agree that upon entering into this Agreement, the Prior Agreement is hereby terminated and superceded in
its entirety by this Agreement in all respects.


 


6.2
Other Registration Rights. The Company represents and warrants that no person, other than the holders of the Registrable Securities,
has any right to require the Company to register any shares of the Company’s capital stock for sale or to include shares of the
Company’s capital stock in any registration filed by the Company for the sale of shares of capital stock for its own account or
for the account of any other person. Further, the Company represents and warrants that this Agreement supersedes any other registration
rights agreement or agreement with similar terms and conditions, and in the event of a conflict between any such agreement or agreements
and this Agreement, the terms of this Agreement shall prevail.


 


 


6.3
Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company hereunder may not
be assigned or delegated by the Company in whole or in part. This Agreement and the rights, duties and obligations of the holders of Registrable
Securities hereunder may be freely assigned or delegated by such holder of Registrable Securities in conjunction with and to the extent
of any transfer of Registrable Securities by any such holder. This Agreement and the provisions hereof shall be binding upon and shall
inure to the benefit of each of the parties hereto, to the permitted assigns of the Investors or holder of Registrable Securities or of
any assignee of the Investors or holder of Registrable Securities. This Agreement is not intended to confer any rights or benefits on
any Persons that are not party hereto other than as expressly set forth in Article 4 and this Section 6.3.


 


6.4
Notices. All notices, demands, requests, consents, approvals or other communications (collectively, “Notices”)
required or permitted to be given hereunder or which are given with respect to this Agreement shall be in writing and shall be personally
served, delivered by reputable air courier service with charges prepaid, or transmitted by hand delivery, facsimile or e-mail, addressed
as set forth below, or to such other address as such party shall have specified most recently by written notice. Notice shall be deemed
given on the date of service or transmission if personally served or transmitted by facsimile or e-mail; provided, that if such service
or transmission is not on a business day or is after normal business hours, then such notice shall be deemed given on the next business
day. Notice otherwise sent as provided herein shall be deemed given on the next business day following timely delivery of such notice
to a reputable air courier service with an order for next-day delivery.


 






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To the Company:


 


Nukkleus, Inc.

525 Washington Blvd.


Jersey City, New Jersey 07310

Attention: [__]

E-mail: [__]


 


with a required copy to (which copy shall not constitute
notice):


 


Schiff Hardin LLP

1185 Avenue of the Americas

Suite 3000


New York, NY 10036

Attention: [__]


E-mail: [__]


 


To an Investor, to the address set forth beside such Investor’s
name on Exhibit A hereto.


 


6.5
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof
shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any
such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be possible that is valid and enforceable.


  


6.6
Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which
taken together shall constitute one and the same instrument. The words “execution,” signed,” “signature,”
and words of like import in this Agreement or in any other certificate, agreement or document related to this Agreement shall include
images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”,
“tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use
of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent,
communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed
signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic
Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law,
including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.


 


6.7
Entire Agreement. This Agreement (including all agreements entered into pursuant hereto and all certificates and instruments delivered
pursuant hereto and thereto) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all
prior and contemporaneous agreements, representations, understandings, negotiations and discussions between the parties, whether oral
or written.


 


6.8
Term. This Agreement shall terminate on the earlier of (i) with respect to any Investor, the date on which such Investor no longer
holds any Registrable Securities and (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration
Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder
(or any successor rule promulgated thereafter by the Commission)) or (B) the holders of all Registrable Securities are permitted to sell
the Registrable Securities under Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities
sold or the manner of sale and without compliance with the current public reporting requirements set forth under Rule 144(i)(2). The provisions
of Article IV and Article V shall survive any termination.


 






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6.9 Modifications and
Amendments. No amendment, modification or termination of this Agreement shall be binding upon the holders of the Registrable
Securities unless executed in writing by the holders of a majority in interest of the Registrable Securities at the time in
question. Upon the written consent of the Company and the holders of a majority in interest of the Registrable Securities at the
time in question, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any
of such provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding the foregoing, any
amendment hereto or waiver hereof that adversely affects one holder of Registrable Securities, solely in its capacity as a holder of
the shares of capital stock of the Company, in a manner that is materially different from the other holders of Registrable
Securities (in such capacity) shall require the consent of the holder so affected. No course of dealing between any holder of
Registrable Securities or the Company and any other party hereto or any failure or delay on the part of a holder of Registrable
Securities or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or
remedies of any holder of Registrable Securities or the Company. No single or partial exercise of any rights or remedies under this
Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by
such party.


 


6.10  Titles
and Headings. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of
any provision of this Agreement.


 


6.11 Waivers and
Extensions. Any party to this Agreement may waive any right, breach or default which such party has the right to waive, provided
that such waiver will not be effective against the waiving party unless it is in writing, is signed by such party, and specifically
refers to this Agreement. Waivers may be made in advance or after the right waived has arisen or the breach or default waived has
occurred. Any waiver may be conditional. No waiver of any breach of any agreement or provision herein contained shall be deemed a
waiver of any preceding or succeeding breach thereof nor of any other agreement or provision herein contained. No waiver or
extension of time for performance of any obligations or acts shall be deemed a waiver or extension of the time for performance of
any other obligations or acts.


 


6.12 Remedies
Cumulative. In the event that the Company fails to observe or perform any covenant or agreement to be observed or performed
under this Agreement, the Investor or any other holder of Registrable Securities may proceed to protect and enforce its rights by
suit in equity or action at law, whether for specific performance of any term contained in this Agreement or for an injunction
against the breach of any such term or in aid of the exercise of any power granted in this Agreement or to enforce any other legal
or equitable right, or to take any one or more of such actions, without being required to post a bond. None of the rights, powers or
remedies conferred under this Agreement shall be mutually exclusive, and each such right, power or remedy shall be cumulative and in
addition to any other right, power or remedy, whether conferred by this Agreement or now or hereafter available at law, in equity,
by statute or otherwise.


 


6.13 Governing Law.
This Agreement shall be governed by, interpreted under, and construed in accordance with the internal laws of the State of New York
applicable to agreements made and to be performed within the State of New York, without giving effect to any choice-of-law
provisions thereof that would compel the application of the substantive laws of any other jurisdiction.


  


6.14
Waiver of Trial by Jury. Each party hereby irrevocably and unconditionally waives the right to a trial by jury in any action, suit,
counterclaim or other proceeding (whether based on contract, tort or otherwise) arising out of, connected with or relating to this Agreement,
the transactions contemplated hereby, or the actions of the Investor in the negotiation, administration, performance or enforcement hereof.


 


6.15  Holder
Information. Each holder of Registrable Securities agrees, if requested in writing, to represent to the Company the total number of
Registrable Securities held by such holder in order for the Company to make determinations hereunder.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 


 






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IN WITNESS WHEREOF, the parties have caused this Registration Rights
Agreement to be executed and delivered by their duly authorized representatives as of the date first written above.


 


	 	COMPANY:
	 	 
	 	NUKKLEUS INC.
	 	 
	 	By:  	                               
	 	Name:	 
	 	Title:	 
	 	 
	 	 
	 	LEGACY BRILLIANT:
	 	 
	 	BRILLIANT ACQUISITION CORPORATION
	 	 
	 	By:  	 
	 	Name:	 
	 	Title:	 
	 	 
	 	 
	 	INVESTORS:
	 	 
	 	NISUN INVESTMENT HOLDING LIMITED
	 	 
	 	By:  	 
	 	Name:  	 
	 	Title:	 
	 	 
	 	NEW LIGHTHOUSE INVESTMENT LIMITED
	 	 
	 	By:  	 
	 	Name:  	 
	 	Title:	 
	 	 
	 	EARLYBIRDCAPITAL, INC.
	 	 
	 	By:  	 
	 	Name:  	 
	 	Title:	 
	 	 
	 	CHUANWEI CHEN
	 	 
	 	By:  	 
	 	 
	 	ZAN WU
	 	 
	 	By:  	 
	 	 	 
	 	By:  	 
	 	 	 
	 	By: