Exhibit 10.1

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (this “Agreement”) is made and entered into as of September 1, 2025, by and among Tiltan Software Engineering Ltd., an Israeli corporation (the “Company”), Nukkleus Inc, a Delaware corporation (the “Buyer”), Nukk Picolo Ltd, an Israeli company which is wholly owned by the Buyer (the “Subsidiary”), and Arie Shafir (Israeli ID 067242404) (the “Shareholder”).

WHEREAS, the Shareholder is the sole stockholder of the Company;

WHEREAS, the Subsidiary and indirectly the Buyer are interested in acquiring, and the Shareholder is interested in selling, all of the issued and outstanding share capital of the Company in consideration for a purchase price consisting of the Buyer’s Shares and cash payments as provided for in this Agreement;

WHEREAS, the board of directors of each of the Company, the Subsidiary and the Buyer have approved this Agreement, and each of them has determined that this Agreement and the transactions contemplated herein are advisable and in the respective best interests of each of the parties;

NOW, THEREFORE, in consideration of the foregoing, and the mutual promises herein made, and in consideration of the representations, warranties and covenants herein contained, the receipt and sufficiency of which the parties hereto hereby acknowledge, the parties hereto hereby agree as follows:

ARTICLE I
Definitions

For purposes of this Agreement, the following capitalized terms have the following meanings, unless otherwise specified herein:

“Acquisition Proposal” means (a) any proposal, offer, inquiry or indication of interest relating to a merger, joint venture, partnership, consolidation, dissolution, liquidation, tender offer, recapitalization, reorganization, spin-off, share exchange, business combination or similar transaction involving the Company or any of its Subsidiaries, or (b) any acquisition by any Person, resulting in, or any proposal, offer, inquiry or indication of interest that if consummated would result in, any Person becoming the beneficial owner of, directly or indirectly, in one or a series of related transactions, 15% or more of the total voting power or of any class of equity securities of the Company or 15% or more of the consolidated net revenues, net income or total assets (it being understood that total assets include equity securities of Subsidiaries) of the Company, in each case other than (i) the Transaction or (ii) the acquisition or disposition of inventory, equipment or other tangible personal property of the Company in the ordinary course of business.

“Action” means any claim, action, suit, demand, litigation, arbitration, mediation, inquiry, hearing, inquest, or other proceeding or investigation by any Person or Governmental Authority, in each case, before, heard by or otherwise involving any Governmental Authority.

“Affiliate” means, with respect to any specified Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person.

“Agreement” has the meaning set forth in the recitals (including the Exhibits and Schedules hereto and the Disclosure Letters) and all amendments hereto.

“Business Day” means any day (a) other than a Saturday or a Sunday, (b) on which the principal offices of the SEC in Washington, D.C. are open to accept filings, or (c) in the case of determining a date when any payment is due, any day on which banks in New York, New York, are not required or authorized by Law to be closed for business.

“Buyer Disclosure Letter” means the Disclosure Letter delivered by the Buyer to the Company and the Shareholder in connection with this Agreement.

“Company Disclosure Letter” means the Disclosure Letter delivered by the Company and/or the Shareholder to the Buyer in connection with this Agreement.

“Company Securities” means, collectively, all of the Common Stock and all issued and outstanding warrants, options, convertible securities and any other securities issued by the Company.

“Common Stock” means the Company’s common stock, par value NIS 1 per share. 

“Consideration Shares” means the Nukk Shares to be received by the Shareholder as part of the Purchase Price free and clear of all Encumbrances or adverse claims of any nature whatsoever.

“Contract” means any written or oral contract, agreement, commitment, arrangement, lease, license, or plan and each other instrument.

“Disclosure Letter” means the Company Disclosure Letters and the Buyer Disclosure Letters.

“EBITDA” means earnings before interest, taxes, depreciation and amortization as determined in accordance with GAAP principles.

“Encumbrance” means any security interest, pledge, hypothecation, mortgage, lien (including environmental and tax liens), violation, charge, lease, license, encumbrance, servient easement, adverse claim, reversion, preferential arrangement, restrictive covenant, condition or restriction of any kind, including any restriction on the use, voting, transfer, receipt of income or other exercise of any attributes of ownership.

“Environmental Law” means any Law or Governmental Order relating to (a) pollution or the protection of the environment or natural resources; (b) health and safety as such relates to exposure to any Hazardous Material; (c) Releases or threatened Releases of Hazardous Materials, or the cleanup, remediation, manufacture, processing, distribution, use, treatment, storage, transport or handling of Hazardous Materials; or (d) record keeping, notification, disclosure and reporting requirements respecting Hazardous Materials.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Expenses” means all documented out-of-pocket expenses (including all reasonable and documented fees and expenses of counsel, accountants, experts and consultants to a party hereto) incurred by a party hereto or on its behalf in connection with or related to the authorization, preparation, negotiation, execution and performance of this Agreement, any other documents related to this Agreement and the transactions contemplated herein, any filing required by any Governmental Authority and all other matters related to the Transaction.

“FCPA” means the United States Foreign Corrupt Practices Act of 1977.

“GAAP” means generally accepted accounting principles.

“Governmental Authority” means any federal, national, supranational, state, provincial, local, or similar government, governmental, regulatory or administrative authority, agency or commission or any court, tribunal, or judicial or arbitral body.

“Governmental Order” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.

“Hazardous Material” means (a) any substances defined, listed, classified or regulated as “hazardous substances,” “hazardous wastes,” “hazardous materials,” “extremely hazardous wastes,” “restricted hazardous wastes,” “toxic substances,” “pollutants,” “solid wastes,” “contaminants,” “radioactive materials,” “petroleum,” “oils” or designations of similar import under any Environmental Law, or (b) any other chemical, material or substance that is regulated or for which liability can be imposed under any Environmental Law.

“Indebtedness” of any Person means (a) all indebtedness of such Person for borrowed money (including the outstanding principal and accrued but unpaid interest) or for the deferred purchase price of property or services, (b) any other indebtedness of such Person that is evidenced by a note, bond, debenture, credit agreement or similar instrument, (c) all obligations of such Person under leases that should be classified as capital leases in accordance with GAAP, (d) all obligations of such Person for the reimbursement of any obligor on any line or letter of credit, banker’s acceptance, guarantee or similar credit transaction, in each case, that has been drawn or claimed against, (e) all obligations of such Person in respect of acceptances issued or created, (f) all interest rate and currency swaps, caps, collars and similar agreements or hedging devices under which payments are obligated to be made by such Person, whether periodically or upon the happening of a contingency, (g) all obligations secured by an Encumbrance on any property of such Person and (h) any premiums, prepayment fees or other penalties, fees, costs or expenses associated with payment of any Indebtedness of such Person and (i) all obligation described in clauses (a) through (g) above of any other Person which is directly or indirectly guaranteed by such Person or which such Person has agreed (contingently or otherwise) to purchase or otherwise acquire or in respect of which it has otherwise assured a creditor against loss.

“Intellectual Property” means all intellectual property rights and related priority rights protected, created or arising under the Laws of the United States or any other jurisdiction or under any international convention, including: (a) patents and patent applications, industrial designs and design patent rights, including any continuations, continuations-in-part, divisionals and provisional applications and statutory invention registrations, and any patents issuing on any of the foregoing and any, reissues, re-examinations, substitutes, supplementary protection certificates, or extensions of any of the foregoing; (b) trademarks, service marks, trade names, service names, brand names, trade dress and internet domain names, social media accounts, corporate names and other source or business identifiers, together with the goodwill associated with any of the foregoing, and all applications, registrations, extensions and renewals of any of the foregoing; (c) database rights and copyrights, including copyrights in computer software, and works of authorship and user manuals and training materials, and other copyrightable works, including website content, database and design rights, and rights in data collections, mask work rights and moral rights, whether or not registered or published, and all registrations, applications, renewals, extensions and reversions of any of any of the foregoing; (d) trade secrets, including information, know-how, confidential and proprietary information, inventions, designs, design rights (whether patentable or unpatentable), invention disclosures, ideas, formulae, models, methodologies or processes discoveries, processes, research and development information, technical information, techniques, procedures, specifications, operating and maintenance manuals, and engineering drawings, in each case, to the extent such item qualifies as a trade secret or otherwise is protectable under applicable Law (including under international treaties or conventions) anywhere in the world; and (e) rights to sue and recover damages for past, present, and future infringement, misappropriation, or other violation of any of the foregoing.

“Law” means any federal, national, foreign, supranational, state, provincial, local or administrative statute, law, ordinance, regulation, rule, code, order, requirement or rule of law (including common law) or a legally binding directive of, or issued by, a Governmental Authority.

“Licensed Intellectual Property” means all Intellectual Property that is licensed from a third party pursuant to a Contract to the referenced party or any of its Subsidiaries.

“Market Price” means the per share price of a Nukk Share as of the last date on which the Nasdaq Capital Market is open prior to the date of determination.

“Material Adverse Effect” means any fact, condition, occurrence, development, event, circumstance, or change in or effect on the referenced Person or any of its Subsidiaries that is, or would reasonably be expected to become, individually or in the aggregate with all other facts, conditions, occurrences, developments, events, circumstances, or changes in or effects on the referenced Person or any of its Subsidiaries, materially adverse to or otherwise materially impair or delay: (a) the business, operations, properties, assets or liabilities (including contingent liabilities), employee or independent contractor relationships, customer or supplier relationships, prospects, results of operations or the condition (financial or otherwise) of the referenced Person or any of its Subsidiaries, or materially diminish the value of the Company Securities, as the case may be; (b) the ability of the referenced Person to perform its respective obligations under this Agreement, including but not limited to all agreements and covenants to be performed or complied by it under the Agreement, or to consummate the Transaction on a timely basis; or (c) the ability of the Company to operate or conduct the Company’s business in the manner in which it is currently, operated or conducted by the Company, provided, however, that none of the following, either alone or in combination, shall be considered in determining whether there has been a “Material Adverse Effect”: (i) events, circumstances, changes or effects that generally affect the industries in which the referenced Person and its Subsidiaries operates the business (including legal and regulatory changes), (ii) changes generally affecting the economy, or financial or securities markets; (iii) changes arising from the consummation of the Transaction in accordance with the terms of this Agreement or the announcement of the execution of this Agreement; (iv) any changes resulting from any natural disaster, including any hurricane, storm, flood, tornado, volcanic eruption, earthquake, other weather-related events, or other comparable events, or any worsening thereof; (v) any changes resulting from local, national or international political conditions, including the outbreak or escalation of any military conflict, declared or undeclared war, armed hostilities, acts of foreign or domestic terrorism or civil unrest; (vi) any changes resulting from any action required to be taken by the terms of this Agreement or at the explicit request or direction of the Company or the Buyer, as applicable, (vii) the failure to meet any internal or analysts’ expectations, projections or results of operations (but not, in each case, the underlying cause of any such changes, unless such underlying cause would otherwise be excepted by another clause of this definition); provided, that in the case of clauses (i), (ii), (iv), and (vii), if such effect disproportionately impacts the referenced Person’s business as compared to other participants in the industry in which the referenced Person’s business operates, the incremental disproportionate impact thereof shall be taken into account in determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur; provided, further, however, and notwithstanding anything to the contrary set forth in this “Material Adverse Effect” definition, any epidemic, plague, pandemic, or other outbreak of illness or public health event, including COVID-19, and any governmental orders, acts of war, lock-downs, legal and regulatory changes related to such epidemic, plague, pandemic or other outbreak of illness or public health event, including COVID-19, are specifically excluded from clause (i) or (ii) above and shall be considered in determining whether a “Material Adverse Effect” has occurred.

“Nukk Shares” means the common stock of Nukkleus, Inc., a Delaware corporation.

“Organizational Documents” means (a) with respect to any Person that is a corporation, its articles or certificate of incorporation, memorandum and articles of association, as applicable, and bylaws, or comparable documents, (b) with respect to any Person that is a partnership, its certificate of partnership and partnership agreement, or comparable documents, (c) with respect to any Person that is a limited liability company, its certificate of formation and limited liability company or operating agreement, or comparable documents, (d) with respect to any Person that is a trust or other entity, its declaration or agreement of trust or other constituent document or comparable documents, and (e) with respect to any other Person that is not an individual, its comparable organizational documents.

“Permitted Encumbrances” means (a) Encumbrances for water and sewer charges, Taxes or assessments and similar governmental charges or levies, which either are (i) not delinquent, or (ii) being contested in good faith and by appropriate proceedings, and adequate reserves have been established with respect thereto; (b) other Encumbrances imposed by operation of Law (including mechanics’, couriers’, workers’, repairers’, materialmen’s, warehousemen’s, landlord’s and other similar Encumbrances) arising in the ordinary course of business for amounts which are not due and payable and as would not in the aggregate materially adversely affect the value of, or materially adversely interfere with the use of, the property subject thereto, (c) Encumbrances incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance or other types of social security, (d) Encumbrances on goods in transit incurred pursuant to documentary letters of credit, in each case arising in the ordinary course of business, (e) title of a lessor under a capital or operating lease and the terms and conditions of a lease creating any leasehold interest, or (f) Encumbrances arising under this Agreement.

“Person” means any individual, partnership, firm, corporation, limited liability company, association, trust, unincorporated organization or other entity, as well as any syndicate or group that would be deemed to be a person under Section 13(d)(3) of the Exchange Act.

“Release” means disposing, discharging, injecting, spilling, leaking, pumping, pouring, leaching, dumping, emitting, escaping or emptying into or upon any soil, sediment, subsurface strata, surface water, groundwater, ambient air or any other media.

“SEC” means the United States Securities and Exchange Commission.

“SEC Reports” means all reports, schedules, forms, statements and other documents filed by the Buyer with the SEC under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof.

“Securities Act” means the Securities Act of 1933, as amended.

“Subsidiary” of any Person means any corporation, partnership, joint venture, limited liability company or other organization, whether incorporated or unincorporated, which, directly or indirectly, is controlled by such Person.

“Tangible Personal Property” means machinery, equipment, tools, supplies, furniture, fixtures, personalty, vehicles, rolling stock and other tangible personal property, including software.

“Tax” or “Taxes” shall mean any all, tax, custom, duty, governmental fee or other like assessment or charge of any kind whatsoever, imposed by any Governmental Authority (including any federal, state, local, foreign or provincial capital gain, income, windfall profits, severance, gross receipts, property, sales, use, net worth, premium, license, excise, franchise, employment, payroll, social security, workers compensation, unemployment compensation, alternative or added minimum, ad valorem, transfer or excise tax) together with any interest, addition or penalty imposed thereon.

“Transaction” means the purchase of the Common Stock from the Shareholder by the Buyer in consideration for the Purchase Price and the other transactions contemplated by the Agreement.

“Transaction Documents” means all agreements, documents, certificates or other instruments delivered by any party hereto pursuant to this Agreement.

“Transfer Taxes” means all transfer, documentary, sales, use, stamp, recording, value added, registration and other similar Taxes and all conveyance fees, recording fees and other similar charges.

ARTICLE II
Purchase and Sale; Closing

If the Compensation Shares in Escrow multiplied by the Market Price of a Nukk Share on the Settlement Date equal less than 25% of the Purchase Price, the Escrow Agent shall release to the Shareholder all the Compensation Shares and the Buyer shall issue to the Shareholder additional Nukk Shares in amount needed so the Shareholder has Nukk Shares equal 25% of the Purchase Price or pay the Shareholder the difference in cash. For example, if there are 1,000,000 Nukk Shares in Escrow and the Market Price of a Nukk Share on the Settlement Date is NIS10, the Escrow Agent shall release the Shareholder all the shares and the Buyer shall issue the Shareholder additional 190,000 Nukk Shares or pay the Shareholder NIS 1,900,000 in cash.

ARTICLE III

Representations and Warranties of the Company

The Company hereby represents and warrants to the Buyer, subject to such exceptions as are disclosed in the Company Disclosure Letter:

ARTICLE IV
Representations and Warranties of the Buyer

The Buyer hereby represents and warrants to the Company and the Shareholder, subject to such exceptions as are disclosed in the Buyer Disclosure Letter:

The Buyer is not an “investment company” or a Person directly or indirectly “controlled” by or acting on behalf of an “investment company”, in each case within the meaning of the Investment Company Act of 1940, as amended.

ARTICLE V
Shareholder Representations

The Shareholder represents and warrants that:

(a) The Shareholder is not a U.S. Person as defined in Rule 902(k) of Regulation S under the Securities Act; (b) The Shareholder is not acquiring the Consideration Shares for the account or benefit of any U.S. Person; (c) The offer and sale of the Consideration Shares to the Shareholder was made in an offshore transaction as defined in Rule 902(h) of Regulation S; (d) At the time the buy order for the Consideration Shares was originated, the Shareholder was outside the United States; (e) The Shareholder understands that the Consideration Shares have not been and will not be registered under the Securities Act and may not be offered or sold in the United States or to U.S. Persons unless the shares are registered under the Securities Act or an exemption from the registration requirements of the Securities Act is available;

(f) The Shareholder agrees not to engage in hedging transactions with regard to the Consideration Shares unless in compliance with the Securities Act; (g) The Shareholder acknowledges that the certificates representing the Consideration Shares will contain a legend stating that transfer is prohibited except in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration.

ARTICLE VI
Covenants

The provisions regarding Company Employees Bonus are set forth in Appendix B to this Agreement.

ARTICLE VII
CONDITIONS

ARTICLE VIII
SURVIVAL AND INDEMNIFICATION

Payments pursuant to Section 8.2 in respect of any Loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by an Indemnified Party in respect of any such claim. The Indemnified Party shall take, and cause their respective Representatives to take, all commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss; provided, that nothing herein shall require any Indemnified Party to file any claim under any insurance policy.

ARTICLE IX
Termination and Abandonment

This Agreement may be terminated, and the Transaction may be abandoned at any time prior to the Closing Date as follows:

ARTICLE X
MISCELLANEOUS

If to the Company or the Shareholder, to:

Tiltan Software Engineering Ltd.

2 Granit St., Petah Tikva, Israel

Attention: CEO

Email: udi@tiltan-se.co.il & arie@tiltan-se.co.il

With a copy to: liorh@samuel-law.co.il

If to the Buyer, to:

Nukkleus, Inc.

575 Fifth Ave.

New York, NY 10017

Attention: CEO

Email: m@nukk.com

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Stock Purchase Agreement to be executed as of the date first written above.

APPENDIX A- Escrow Agreement (to be attached)

APPENDIX B

COMPANY EMPLOYEES BONUS PLAN

The parties agree on a bonus plan for Company’s employees as follows:

Schedules and Disclosure Letters Required:

1. Company Disclosure Letter (to be provided by Seller)

The following sections need to be completed:

Israel

None

None – one shareholder holds 100% of the outstanding common stock

None

A final dividend will be declared and distributed before the Closing Date. Previous dividends distributions are shown in the financial statements of the company

The Israeli Defense Export Controls Agency – Tiltan should give them a notice regarding change in control

None

None

None

Agreement with IMOD – See DD

Tiltan holds export permits for some of it’s products – The documents are classified

None

PO IAI.

PO Elbit.

PO with Rafael.

PO with Avanta Global.

NDA agreements.

MOU agreements.

Contracts with Sub-contractors.

Contracts with Suppliers.

Contract with PAZOMAT – No agreement supplied

SEE - DD 

NON

NON

NON

NON

See Table below

Dor Dagan

Hypetech

Andray Shadhan

Nataly Sadovnik – No contract supplied

Avinoam Apter – No contract supplied

Amit Alexander

SEE - DD

Israel

Lease agreement for the current offices in Petah Tikva

None

Y-Tech

Layer

CPO

IMOD – declaration

IAI – declaration

Rafael – declaration

Elbit – approval

SEE - DD