Exhibit 10.1


 


COMPANY STOCKHOLDER SUPPORT AGREEMENT


 


This COMPANY STOCKHOLDER SUPPORT
AGREEMENT, dated as of February 22, 2022 (this “Support Agreement”), is entered into by and among the stockholder named
on the signature page hereto (the “Stockholder”), Nukkleus Inc., a Delaware corporation (the “Company”),
and Brilliant Acquisition Corporation, a British Virgin Islands company (“Brilliant”). Capitalized terms used but not
defined in this Support Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).


 


WHEREAS, the Company and Brilliant
are parties to that certain Agreement and Plan of Merger Agreement, dated as of the date hereof (as amended, modified or supplemented
from time to time, the “Merger Agreement”), which provides, among other things, that, upon the terms and subject to
the conditions thereof, a Merger Sub to be formed as a British Virgin Islands business company (“Merger Sub”) will
be merged with and into Brilliant (the “Merger”), with the Brilliant surviving the Merger as a direct wholly-owned
subsidiary of Nukkleus, and as a result of which, among other matters, all of the issued and outstanding capital stock of the Brilliant
as of the Effective Time shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, in exchange for
the right to receive the Applicable Per Share Merger Consideration as set forth in the Merger Agreement, all upon the terms and subject
to the conditions set forth in the Merger Agreement and in accordance with the applicable provisions of the DGCL;


 


WHEREAS, as of the date hereof,
the Stockholder owns the number of shares of the Company’s common stock, par value $0.0001 (“Company Common Stock”),
as set forth underneath Stockholders name on the signature page hereto (all such shares, or any successor or additional shares of the
Company of which ownership of record or the power to vote is hereafter acquired by the Stockholder prior to the termination of this Support
Agreement being referred to herein as the “Stockholder Shares”);


 


WHEREAS, the Board of Directors
of the Company has (a) approved and declared advisable the Merger Agreement, the Additional Agreements, the Merger and the other transactions
contemplated by any such documents (collectively, the “Transactions”), (b) determined that the Transactions are fair
to and in the best interests of the Company and its stockholders (the “Company Stockholders”) and (c) recommended the
approval and the adoption by each of the Company Stockholders of the Merger Agreement, the Additional Agreements, the Merger and the other
Transactions; and


 


WHEREAS, in order to induce
Brilliant to enter into the Merger Agreement, Stockholder is executing and delivering this Support Agreement to Brilliant.


 


NOW, THEREFORE, in consideration
of the foregoing and of the mutual covenants and agreements contained herein, and intending to be legally bound hereby, the parties hereby
agree as follows:


 


1.   Voting
Agreements. Stockholder, solely in its capacity as a stockholder of the Company, agrees that, during the term of this Support Agreement,
at any meeting of the Company Stockholders related to the Transactions (whether annual or special and whether or not an adjourned or postponed
meeting, however called and including any adjournment or postponement thereof), including any separate class or series vote thereof, and/or
in connection with any written consent of the Company Stockholders related to the Transactions (all meetings or consents related to the
Merger Agreement, collectively referred to herein as the “Meeting”), Stockholder shall:


 


(a)   when
the Meeting is held, appear at the Meeting or otherwise cause the Stockholder Shares to be counted as present thereat for the purpose
of establishing a quorum;


 






     


     


    

 


(b)   vote
(or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such
consent to be granted with respect to), all of the Stockholder Shares in favor of the Merger Agreement and the Transactions; and


 


(c)   vote
(or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause such
consent to be granted with respect to), all of the Stockholder Shares against any other action that would reasonably be expected to (x)
materially impede, interfere with, delay, postpone or adversely affect the Merger or any of the Transactions, or (y) result in a breach
of any covenant, representation or warranty or other obligation or agreement of the Stockholder contained in this Support Agreement.


 


2.   Restrictions
on Transfer. The Stockholder agrees that, during the term of this Support Agreement, it shall not (i) sell, assign or otherwise transfer
any of the Stockholder Shares unless the buyer, assignee or transferee thereof executes a joinder agreement to this Support Agreement
in a form reasonably acceptable to Brilliant and the Company, or (ii) engage in any transaction involving the securities of Brilliant
prior to the Closing. The Company shall not register any sale, assignment or transfer of the Stockholder Shares on the Company’s
stock ledger (book entry or otherwise) that is not in compliance with this Section 2.


 


3.   New
Securities. During the term of this Support Agreement, in the event that, (a) any shares of Company Capital Stock or other equity
securities of the Company are issued to the Stockholder after the date of this Support Agreement pursuant to any stock dividend, stock
split, recapitalization, reclassification, combination or exchange of the Company securities owned by the Stockholder, (b) the Stockholder
purchases or otherwise acquires beneficial ownership of any shares of Company Capital Stock or other equity securities of the Company
after the date of this Support Agreement, or (c) the Stockholder acquires the right to vote or share in the voting of any Company Capital
Stock or other equity securities of the Company after the date of this Support Agreement (such Company Capital Stock or other equity securities
of the Company, collectively the “New Securities”), then such New Securities acquired or purchased by the Stockholder
shall be subject to the terms of this Support Agreement to the same extent as if they constituted the Stockholder Shares as of the date
hereof.


 


4.   No
Challenge. Stockholder agrees not to commence, join in, facilitate, assist or encourage, and agrees to take all actions necessary
to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Brilliant, Merger Sub, the Company
or any of their respective successors or directors (a) challenging the validity of, or seeking to enjoin the operation of, any provision
of this Support Agreement or the Merger Agreement or (b) alleging a breach of any fiduciary duty of any Person in connection with the
evaluation, negotiation or entry into the Merger Agreement.


 


5.   Waiver.
Stockholder hereby irrevocably and unconditionally waives any rights of appraisal, dissenter’s rights and any similar rights relating
to the Merger Agreement and the consummation by the parties of the Transactions, including the Merger, that Stockholder may have under
applicable law (including Section 262 of the DGCL or otherwise).


 


6.   Consent
to Disclosure. Stockholder hereby consents to the publication and disclosure in the Form S-4 and the Proxy Statement (and, as and
to the extent otherwise required by applicable securities Laws or the SEC or any other securities authorities, any other documents or
communications provided by Brilliant or the Company to any Authority or to securityholders of Brilliant or the Company) of Stockholder’s
identity and beneficial ownership of Stockholder Shares and the nature of Stockholder’s commitments, arrangements and understandings
under and relating to this Support Agreement and, if deemed appropriate by Brilliant or the Company, a copy of this Support Agreement.
Stockholder will promptly provide any information reasonably requested by Brilliant or the Company for any regulatory application or filing
made or approval sought in connection with the Transactions (including filings with the SEC). Stockholder shall not issue any press release
or otherwise make any public statements with respect to the Transactions or the transactions contemplated herein without the prior written
approval of the Company and Brilliant.


 






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7.   Stockholder
Representations: Stockholder represents and warrants to Brilliant and the Company, as of the date hereof, that:


 


(a)   Stockholder
has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities
license or registration denied, suspended or revoked;


 


(b)   Stockholder
has full right and power, without violating any agreement to which it is bound (including any non-competition or non-solicitation agreement
with any employer or former employer), to enter into this Support Agreement;


 


(c)   (i)
if Stockholder is not an individual, Stockholder is duly organized, validly existing and in good standing under the Laws of the jurisdiction
in which it is organized, and the execution, delivery and performance of this Support Agreement and the consummation of the transactions
contemplated hereby are within the Stockholder’s organizational powers and have been duly authorized by all necessary organizational
actions on the part of the Stockholder and (ii) if Stockholder is an individual, the signature on this Support Agreement is genuine, and
Stockholder has legal competence and capacity to execute the same;


 


(d)   this
Support Agreement has been duly executed and delivered by Stockholder and, assuming due authorization, execution and delivery by the other
parties to this Support Agreement, this Support Agreement constitutes a legally valid and binding obligation of Stockholder, enforceable
against Stockholder in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar Laws
affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable
remedies);


 


(e)   the
execution and delivery of this Support Agreement by Stockholder does not, and the performance by Stockholder of its obligations hereunder
will not, (i) conflict with or result in a violation of the organizational documents of Stockholder, or (ii) require any consent or approval
from any third party that has not been given or other action that has not been taken by any third party, in each case, to the extent such
consent, approval or other action would prevent, enjoin or materially delay the performance by Stockholder of its obligations under this
Support Agreement;


 


(f)   there
are no Actions pending against Stockholder or, to the knowledge of Stockholder, threatened against Stockholder, before (or, in the case
of threatened Actions, that would be before) any Authority, which in any manner challenges or seeks to prevent, enjoin or materially delay
the performance by Stockholder of Stockholder’s obligations under this Support Agreement;


 


(g)   no
broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection
with this Support Agreement or any of the respective transactions contemplated hereby, based upon arrangements made by or on behalf of
the Stockholder;


 






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(h)   Stockholder
has had the opportunity to read the Merger Agreement and this Support Agreement and has had the opportunity to consult with Stockholder’s
tax and legal advisors;


 


(i)   Stockholder
has not entered into, and shall not enter into, any agreement that would prevent Stockholder from performing any of Stockholder’s
obligations hereunder;


 


(j)   Stockholder
has good title to the Stockholder Shares underneath Stockholder’s name on the signature page hereto, free and clear of any Liens
other than Permitted Liens and Liens under the Company’s Organizational Documents and investment documents with the Company, and
Stockholder has the sole power to vote or cause to be voted the Stockholder Shares; and


 


(k)   the
Stockholder Shares set forth underneath Stockholder’s name on the signature page to this Support Agreement are the only shares of
the Company’s outstanding capital stock owned of record or beneficially owned by the Stockholder as of the date hereof, and none
of the Stockholder Shares are subject to any proxy, voting trust or other agreement or arrangement with respect to the voting of the Stockholder
Shares that is inconsistent with Stockholder’s obligations pursuant to this Support Agreement.


 


8.   Specific
Performance. The Stockholder hereby agrees and acknowledges that (a) Brilliant and the Company would be irreparably injured in the
event of a breach by the Stockholder of its obligations under this Support Agreement, (b) monetary damages may not be an adequate remedy
for such breach and (c) Brilliant and the Company shall be entitled to obtain injunctive relief, in addition to any other remedy that
such party may have in law or in equity, in the event of such breach or anticipated breach, without the requirement to post any bond or
other security or to prove that money damages would be inadequate.


 


9.   Entire
Agreement; Amendment; Waiver. This Support Agreement and the other agreements referenced herein constitute the entire agreement and
understanding of the parties hereto in respect of the subject matter hereof and supersede all prior understandings, agreements or representations
by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions
contemplated hereby provided, that, for the avoidance of doubt, the foregoing shall not affect the rights and obligations of the parties
under the Merger Agreement or any Additional Agreement. This Support Agreement may not be changed, amended, modified or waived (other
than to correct a typographical error) as to any particular provision, except by a written instrument executed by all parties hereto.
No failure or delay by a party in exercising any right hereunder shall operate as a waiver thereof. No waivers of or exceptions to any
term, condition, or provision of this Support Agreement, in any one or more instances, shall be deemed to be or construed as a further
or continuing waiver of any such term, condition, or provision.


 


10.   Binding
Effect; Assignment; Third Parties. This Support Agreement and all of the provisions hereof shall be binding upon and inure to the
benefit of the parties hereto and their respective permitted successors and assigns. This Support Agreement and all obligations of Stockholder
are personal to Stockholder and may not be assigned, transferred or delegated by Stockholder at any time without the prior written consent
of Brilliant and the Company, and any purported assignment, transfer or delegation without such consent shall be null and void ab initio.
Nothing contained in this Support Agreement or in any instrument or document executed by any party in connection with the transactions
contemplated hereby shall create any rights in, or be deemed to have been executed for the benefit of, any Person that is not a party
hereto or thereto or a successor or permitted assign of such a party.


 






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11.   Counterparts.
This Support Agreement may be executed in any number of original, electronic or facsimile counterparts and each of such counterparts shall
for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


12.   Severability.
This Support 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 Support 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 Support Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


13.   Governing
Law; Jurisdiction; Jury Trial Waiver. Sections 11.1 and 11.2 of the Merger Agreement are incorporated by reference herein to apply
with full force to any disputes arising under this Support Agreement.


 


14.   Notice.
Any notice, consent or request to be given in connection with any of the terms or provisions of this Support Agreement shall be in writing
and shall be sent or given in accordance with the terms of Section 13.1 of the Merger Agreement to the applicable party, with respect
to the Company and Brilliant, at the respective addresses set forth in Section 13.1 of the Merger Agreement, and, with respect to the
Stockholder, at the address set forth underneath Stockholder’s name on the signature page hereto.


 


15.   Termination.
This Support Agreement become effective upon the date hereof and shall automatically terminate, and none of Brilliant, the Company or
Stockholder shall have any rights or obligations hereunder, on the earliest of (i) the mutual written consent of Brilliant, the Company
and the Stockholder, (ii) the Closing (following the performance of the obligations of the parties hereunder required to be performed
at or prior to the Closing), or (iii) the termination of the Merger Agreement in accordance with its terms. No such termination shall
relieve the Stockholder, Brilliant or the Company from any liability resulting from a breach of this Support Agreement occurring prior
to such termination. Notwithstanding anything to the contrary herein, the provisions of this Section 15 shall survive the termination
of this Support Agreement.


 


16.   Adjustment
for Stock Split. If, and as often as, there are any changes in the Stockholder Shares by way of stock split, stock dividend, combination
or reclassification, or through merger, consolidation, reorganization, recapitalization or business combination, or by any other means,
equitable adjustment shall be made to the provisions of this Support Agreement as may be required so that the rights, privileges, duties
and obligations hereunder shall continue with respect to the Stockholder, Brilliant, the Company, the Stockholder Shares as so changed.


 


17.   Further
Actions. Each of the parties hereto agrees to execute and deliver hereafter any further document, agreement or instrument of assignment,
transfer or conveyance as may be necessary or desirable to effectuate the purposes hereof and as may be reasonably requested in writing
by another party hereto.


 


18.   Expenses.
Each party shall be responsible for its own fees and expenses (including the fees and expenses of investment bankers, accountants and
counsel) in connection with the entering into of this Support Agreement, the performance of its obligations hereunder and the consummation
of the transactions contemplated hereby; provided, that in the event of any Action arising out of or relating to this Support Agreement,
the non-prevailing party in any such Action will pay its own expenses and the reasonable documented out-of-pocket expenses, including
reasonable attorneys’ fees and costs, reasonably incurred by the prevailing party.


 






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19.   Interpretation.
The titles and subtitles used in this Support Agreement are for convenience only and are not to be considered in construing or interpreting
this Support Agreement. In this Support Agreement, unless the context otherwise requires: (i) any pronoun used shall include the corresponding
masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (ii)
the term “including” (and with correlative meaning “include”) shall be deemed in each case to be followed by the
words “without limitation”; and (iii) the words “herein,” “hereto,” and “hereby” and other
words of similar import shall be deemed in each case to refer to this Support Agreement as a whole and not to any particular section or
other subdivision of this Support Agreement. The parties have participated jointly in the negotiation and drafting of this Support Agreement.
Consequently, in the event an ambiguity or question of intent or interpretation arises, this Support Agreement shall be construed as if
drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of
the authorship of any provision of this Support Agreement.


 


20.   No
Partnership, Agency or Joint Venture. This Support Agreement is intended to create a contractual relationship among Stockholder, the
Company and Brilliant, and is not intended to create, and does not create, any agency, partnership, joint venture or any like relationship
among the parties hereto or among any other Company Stockholders entering into support agreements with the Company or Brilliant. Stockholder
has acted independently regarding its decision to enter into this Support Agreement. Nothing contained in this Support Agreement shall
be deemed to vest in the Company or Brilliant any direct or indirect ownership or incidence of ownership of or with respect to any Stockholder
Shares.


 


21.   Capacity
as Stockholder. Stockholder signs this Support Agreement solely in Stockholder’s capacity as a stockholder of the Company, and
not in any other capacity, including, if applicable, as a director (including “director by deputization”), officer or employee
of the Company or any of its Subsidiaries. Nothing herein shall be construed to limit or affect any actions or inactions by Stockholder
or any representative of Stockholder, as applicable, serving as a director of the Company or any Subsidiary of the Company, acting in
such Person’s capacity as a director of the Company or any Subsidiary of the Company.


 


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IN WITNESS WHEREOF, the parties
have executed this Support Agreement as of the date first written above.


 


	 	The Company:
	 	 	 
	 	NUKKLEUS INC.
	 	 	 
	 	By:	 
	 	 	Name:  
	 	 	Title:  
	 	 	 
	 	Brilliant:
	 	 	 
	 	BRILLIANT ACQUISITION CORPORATION
	 	 	 
	 	By:	 
	 	 	Name:  
	 	 	Title:  



 


{Signature Page to
Company Stockholder Support Agreement}





 






     


     


    

 








	Stockholder:	 
	 	 
	
    [_________________________________]

     

    
	 



 


	By:	 	 
	Name:	 	 
	Title:	 	 



 





	Number and Type of Shares:	 	 
	 	 	 
	Shares of Company Common Stock:	 	 


 


	Address for Notice:	 
	 	 






	Address:	 	 






	 	 
	 	 
	Facsimile No.:		 
	Telephone No.:		 






	Email:		:


  


{Signature Page to Company Stockholder Support
Agreement}