Form 8-K

8-K — T3 Defense Inc.

Accession: 0001185185-26-003953

Filed: 2026-09-11

Period: 2026-09-08

CIK: 0001787518

SIC: 8742 (SERVICES-MANAGEMENT CONSULTING SERVICES)

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Financial Statements and Exhibits

Documents

8-K — dfns8k090926.htm (Primary)

EX-10.54 — EXHIBIT 10.54 (dfnsex10-54.htm)

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2026-09-08

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2026-09-08

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UNITED

STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or Section 15(d)

the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): September 8, 2026

T3 DEFENSE INC.

(Exact name of registrant as specified in its charter)

Delaware

001-39341

38-3912845

(State or other jurisdiction

incorporation or organization)

(Commission File Number)

(IRS Employer

Identification Number)

575 Fifth Avenue, 14th

Floor

New York, New York 10017

(Address

of principal executive offices)

212-791-4663

(Registrant’s

telephone number, including area code)

Not

Applicable

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under

any of the following provisions:

☐

Written communications

pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant

to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications

pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant

to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common Stock, $0.0001 par value per share

DFNS

The Nasdaq Stock Market LLC

Warrants, each warrant exercisable for one Share of Common Stock for $11,500.00 per share

DFNSW

The Nasdaq Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2

of the Securities Exchange Act of 1934.

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.03 Creation of a Direct Financial Obligation

or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On September 8, 2026, T3 Defense Inc. (the “Company”)

executed and delivered a Term Note (the “Note”) pursuant to which the Company borrowed $3,000,000 from an institutional lender

(“Lender”). The note is due and payable upon the earlier to occur of (i) December 8, 2026; (ii) the consummation of the sale

of the $10,000,000 Series B Convertible Preferred Stock as contemplated by the Securities Purchase Agreement dated February 24, 2026 by

and between the Company and the Lender; and (iii) the consummation by the Company of a financing in gross proceeds of at least $3,000,000.

Interest accrues at the rate of 1% per month. The Note contains representations and warranties of the Company and other provisions customary

and typical for instruments on this nature.

The above description of the Note does not purport

to be complete and is qualified in its entirety by reference to the full text of said agreement, a copy of which is attached hereto as

Exhibit 10.54 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

10.54

Term Note, dated as of September 9, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

T3 DEFENSE INC.

Date: September 11, 2026

By:

/s/ Menachem Shalom

Name:

Menachem Shalom

Title:

Chief Executive Officer

EX-10.54 — EXHIBIT 10.54

EX-10.54

Filename: dfnsex10-54.htm · Sequence: 2

Exhibit 10.54

Term

NoTE

Principal Amount:

$3,000,000.00 (the “Principal Amount”)

September

8, 2026 (the “Issuance Date”)

FOR

VALUE RECEIVED, the undersigned T3 Defense Inc., a Delaware corporation (the “Maker”) promises to pay, on the dates

set forth herein, to Esousa Group Holdings LLC (the “Lender”), at an address that has been designated by the Lender,

the sum of Three Million Dollars and No Cents ($3,000,000.00). The Maker shall pay to the Lender the Principal Amount plus all accrued

and unpaid interest on the earliest to occur of the following (the “Maturity Date”): (i) December 8, 2026; (ii) the

consummation of the transactions contemplated by the Securities Purchase Agreement dated February 24, 2026 by and between the Maker and

the Lender and (iii) the consummation by the Maker of a financing in gross proceeds of at least $3,000,000 (other than the transaction

referenced in (ii)). Amounts due under this Promissory Note (the “Note”) may be prepaid at any time without penalty.

This

Note shall accrue interest at the rate of one percent (1%) per month. Interest shall be payable in arrears on the Maturity Date.

Without

limiting the Lender’s rights by reason of such default, upon an Event of Default (as hereinafter defined), this Note shall accrue

interest at the rate of eighteen percent (18%) per annum (the “Default Interest”) from the date that the Event of

Default occurs through the date that the Note, including such Default Interest, is paid in full. All grace periods provided in this Note

shall run concurrently. For purposes of this Note, an “Event of Default” shall mean the occurrence of any of the following

events:

(i) The

outstanding Principal Amount and all accrued interest thereon shall not be paid within one (1) day excluding Saturday, Sunday and any

day which is a legal holiday under the laws of the State of New York or is a day on which banking institutions located in such state

are authorized or required by law or other governmental action to close (a “Business Day”) after the same shall be

due;

(ii) the

Maker fails to observe or perform any other covenant, condition or agreement contained in this Note;

(iii) the

Maker shall (A) default in any payment of any amount or amounts of principal of or interest (if any) on any indebtedness, the aggregate

principal amount of which indebtedness is in excess of $1,500,000 that will permit the holder or holders of such indebtedness to become

due prior to its stated maturity or (B) default in the observance or performance of any other agreement or condition relating to any

such indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur

or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders or beneficiary

or beneficiaries of such indebtedness to cause with the giving of notice if required, such indebtedness to become due prior to its stated

maturity and any such default is not remedied within five (5) Business Days from the Event of Default occurring by the Maker’s

failure to comply with this provision;

(iv) the

Maker shall: (i) apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator

of itself or of all or a substantial part of its property or assets; (ii) make a general assignment for the benefit of its creditors;

(iii) commence a voluntary case under the United States Bankruptcy Code (as now or hereafter in effect) or under the comparable laws

of any jurisdiction (foreign or domestic); (iv) file a petition seeking to take advantage of any bankruptcy, insolvency, moratorium,

reorganization or other similar law affecting the enforcement of creditors’ rights generally; (v) acquiesce in writing to any petition

filed against it in an involuntary case under the United States Bankruptcy Code (as now or hereafter in effect) or under the comparable

laws of any jurisdiction (foreign or domestic); (vi) issue a notice of bankruptcy or winding down of its operations or issue a press

release regarding same; or (vii) take any action under the laws of any jurisdiction (foreign or domestic) analogous to any of the foregoing;

(v) a

proceeding or case shall be commenced in respect of the Maker, without its application or consent, in any court of competent jurisdiction,

seeking: (i) the liquidation, reorganization, moratorium, dissolution, winding up, or composition or readjustment of its debts; (ii)

the appointment of a trustee, receiver, custodian, liquidator or the like of it or of all or any substantial part of its assets in connection

with the liquidation or dissolution of the Maker; or (iii) similar relief in respect of it under any law providing for the relief of

debtors, and such proceeding or case described in clause (i), (ii) or (iii) shall continue undismissed, or unstayed and in effect, for

a period of forty-five (45) days or any order for relief shall be entered in an involuntary case under the United States Bankruptcy Code

(as now or hereafter in effect) or under the comparable laws of any jurisdiction (foreign or domestic) against the Maker or action under

the laws of any jurisdiction (foreign or domestic) analogous to any of the foregoing shall be taken with respect to the Maker and shall

continue undismissed, or unstayed and in effect for a period of forty-five (45) days;

(vi) one

or more final judgments or orders for the payment of money aggregating in excess of $1,500,000 (or its equivalent in the relevant currency

of payment) are rendered against the Maker; or

(vii) an

event of default occurs under any agreement between the Lender, on one hand, and the Maker, on the other.

Except

as expressly provided herein, the Maker waives presentment, demand, notice, protest, and all other demands or notices in connection with

the delivery, acceptance, endorsement, performance, default or enforcement of this Note, waives all suretyship defenses and defenses

in the nature thereof, and agrees to be bound by all the terms and conditions contained in this Note executed in connection herewith.

delay or omission of the holder in exercising any right or remedy hereunder shall constitute a waiver of any such right or remedy. Acceptance

by the Lender of any payment after acceleration shall not be deemed a waiver of such acceleration. A waiver on one occasion shall not

operate as a bar to or waiver of any such right or remedy on any future occasion.

The

Lender need not enter payments of principal or interest upon this Note but may maintain a record thereof on a separate ledger maintained

by the Lender.

Time

is of the essence of this Note.

The

word “holder” as used in this Note, shall mean the payee or endorsee of the Note who is in possession of it or the bearer

if this Note is at the time payable to bearer.

any provision of this Note is held to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be deemed

modified to the extent necessary to be enforceable, or if such modification is not practicable, such provision shall be deemed deleted

from this Note, and the other provisions of this Note shall remain in full force and effect, and shall be construed in favor of holder.

Subject to the foregoing provisions of this paragraph, it is the express intention of Maker and holder to conform strictly to any applicable

usury laws. Accordingly, all agreements between Maker and holder, whether now existing or hereafter arising, and whether written or oral,

are hereby expressly limited so that in no contingency or event whatsoever, whether by reason of acceleration of the maturity of this

Note or otherwise, shall the amount paid or agreed to be paid to Lender or the holder of this Note for the use, forbearance or detention

of the money loaned pursuant hereto or otherwise, or for the payment or performance of any covenant or obligation contained herein or

in any other document executed in connection herewith, exceed the maximum amount permissible under applicable law. If, from any circumstance

or contingency whatsoever, fulfillment of any provision hereof or of any other document executed in connection herewith, at the time

performance of such provision shall be due, shall involve transcending the limit of validity prescribed by law, then, ipso facto, the

obligation to be fulfilled shall be reduced to the limit of such validity, and if from any such circumstance or contingency holder shall

ever receive as interest or otherwise an amount which would exceed the maximum rate of interest permitted by applicable law, the amount

of such excess shall be applied to a reduction of the indebtedness evidenced by this Note, and not to the payment of interest, and if

such excessive interest exceeds such indebtedness, the amount of such excessive interest shall be refunded to Maker. If at any time this

Note prescribes a rate of interest in excess of the maximum rate permitted by law, all sums paid or agreed to be paid to holder for the

use, forbearance or detention of the money loaned pursuant to this Note shall be amortized, prorated, allocated and spread throughout

the full term of such indebtedness until payment in full, so that the actual rate of interest on account of such indebtedness is uniform

throughout the term hereof. The transaction contemplated by this Note shall be deemed to have occurred in and been entered into in the

State of New York, the loan made as reflected in the Note shall be deemed to have been extended in New York, repayment shall be required

to be made in New York and any payment, when made, shall be deemed to have occurred in New York.

All

notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless

otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested,

postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram,

or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice.

Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery

by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if

delivered on a Business Day during normal business hours where such notice is to be received), or the first Business Day following such

delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second

Business Day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt

of such mailing, whichever shall first occur.

This

Note shall be governed by and construed solely and exclusively in accordance with the internal laws of the State of New York without

regard to the conflicts of laws principles thereof. The parties hereto hereby expressly and irrevocably agree that any suit or proceeding

arising directly and/or indirectly pursuant to or under this Note shall be brought solely in a federal or state court located in the

City, County and State of New York. By its execution hereof, in the case of Maker, or acceptance, in the case of Lender, the parties

hereby covenant and irrevocably submit to the in personam jurisdiction of the federal and state courts located in the City, County and

State of New York and agree that any process in any such action may be served upon any of them personally, or by certified mail or registered

mail upon them or their agent, return receipt requested, with the same full force and effect as if personally served upon them in New

York City. The parties hereto expressly and irrevocably waive any claim that any such jurisdiction is not a convenient forum for any

such suit or proceeding and any defense or lack of in personam jurisdiction with respect thereto. In the event of any such action or

proceeding, the party prevailing therein shall be entitled to payment from the other party hereto of all of its reasonable counsel fees

and disbursements. This Note shall be deemed an unconditional obligation of Maker for the payment of money and, without limitation to

any other remedies of Holder, may be enforced against Maker by summary proceeding pursuant to New York Civil Procedure Law and Rules

Section 3213 or any similar rule or statute in the jurisdiction where enforcement is sought. For purposes of such rule or statute, any

other document or agreement to which Holder and Maker are parties or which Maker delivered to Holder, which may be convenient or necessary

to determine Holder’s rights hereunder or Maker’s obligations to Holder are deemed a part of this Note, whether or not such

other document or agreement was delivered together herewith or was executed apart from this Note.

The

Maker represents, warrants and covenants to the Lender as follows:

Section 1.01 Corporate

Authority. (a) The Maker (a) is a corporation duly organized, validly existing and in good standing under the laws of its

state of incorporation, (b) has the requisite corporate power and authority to effect the transactions contemplated hereby, (c) has

all requisite corporate power and authority and the legal right to own, pledge, mortgage and operate its properties and to conduct

its business as now or currently proposed to be conducted, and (d) is in good standing as a foreign corporation or partnership, as

the case may be, and is duly authorized to do business in each jurisdiction where such qualification is necessary except where a

failure to be so qualified could not reasonably be expected to have a Material Adverse Effect. For purposes of this Note,

“Material Adverse Effect” means a material adverse effect on (a) the property, business, operations and/or

financial condition of the Maker, taken as a whole, (b) the validity or enforceability of the Note, (c) the rights and remedies of

the Lender under the Note or (d) timely payment of the principal of or interest on the Note or other amounts payable in connection

with the Note when due.

(b)

Authorization. The execution, delivery and performance of this Note and the transactions contemplated hereby and thereby (a) are

within the corporate authority of the Maker, (b) has been duly authorized by all necessary corporate proceedings, does not conflict with

or result in any breach or contravention of any provision of law, statute, rule or regulation to which the Maker is subject or any judgment,

order, writ, injunction, license or permit applicable to the Maker, the violation of which would have a Material Adverse Effect, does

not conflict with any provision of the corporate charter or bylaws of, or any agreement or other instrument binding upon, each the Maker,

and (e) does not require the consent, authorization by or approval of or notice to or filing or registration with any Government Body.

For purposes of this Note, “Government Body” means any federal, state, local or foreign government, any political

subdivision thereof or any court or tribunal, administrative or regulatory agency, department, ministry, instrumentality, body or commission

or other Government Body or agency, or arbitral body or arbitrator or any self-regulated organization, public international governmental

organization or supranational union, or other non-governmental regulatory authority or quasi-Government Body (to the extent that the

rules, regulations or orders of such organization or authority have the force of law).

(c)

Enforceability. The execution and delivery of this Note will result in valid and legally binding obligations of the Maker and

enforceable against it in accordance with the terms and provisions hereof, except as enforceability is limited by bankruptcy, insolvency,

reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights and except to

the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before

which any proceeding therefor may be brought.

Section 1.02 Governmental

Approvals. The execution, delivery and performance by the Maker of this Note and the transactions contemplated hereby do not require

the approval or consent of, or filing with, any Governmental Body other than those already obtained and are not in violation of any municipal

or other local law, ordinance or federal, state or local governmental rule or regulation relating to the occupancy or operation of the

Maker’s businesses, which violation would have a Material Adverse Effect.

Section

1.03 Responsibility, Anti-Corruption, and Anti-Bribery Laws. The Maker and its officers, directors, managers, employees and any

other Person acting on behalf of the Maker, have not violated any provision of the U.S. Bribery and Gratuities Statute (18 U.S.C. §

201(b)), the Foreign Corrupt Practices Act, the Laws promulgated, monitored or enforced by the U.S. Office of Foreign Assets or any other

applicable anti-bribery or anti-corruption Laws; (b) made any unlawful political contribution or established or maintained any unlawful

or unreported funds; (c) offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give,

or authorized the giving of anything of value, to (i) any individual holding a legislative, administrative or judicial position of any

kind, (ii) any officer, employee or any other individual acting in an official capacity for any Governmental Body, or (iii) any political

party or official thereof or any candidate for political office (individually and collectively, a “Government Official”),

in each case, while knowing that all or a portion of such money or thing of value would be offered, given or promised to any Government

Official, in each case for the purpose of assisting the Maker in obtaining or retaining business or a business advantage for or with,

directing business to the Maker, or securing any improper advantage for the Maker; or (d) established or maintained any fund or asset

with respect to the Maker that has not been recorded on the books and records of the Maker. For purposes of this Note, (i) “Person”

means any individual, corporation, partnership, trust, unincorporated association, business, or other legal entity, and any government

or any governmental agency or political subdivision thereof, (ii) “Law” means any federal, state, provincial, local

or foreign laws, statutes, rules, treaties, common laws, codes, regulations, ordinances or Governmental Orders of, or enacted, adopted,

promulgated, issued or enforced by, any Governmental Body and (iii) “Governmental Order” means any order, injunction,

judgment, doctrine, decree, ruling, writ, stipulation, determination, assessment or arbitration award of a Governmental Body.

Section 1.04 Patents,

Copyrights, etc. The Maker possesses all patents, copyrights, trademarks, trade names, licenses and permits, and rights in

respect of the foregoing, adequate for the conduct of their business substantially as now conducted without known conflict with any

rights of others.

Section 1.05 Litigation.

There is no action, suit, inquiry, notice of violation, proceeding or investigation of any nature pending or, to the knowledge of the

Maker, threatened against or affecting the Maker, any Subsidiary or any of their respective properties before or by any court, arbitrator,

the Nasdaq Stock Exchange (the “Principal Market”), Governmental Body or self-regulatory organization (federal, state,

county, local or foreign) (collectively, an “Action”) which (i) adversely affects or challenges the legality,

validity or enforceability of the Note, or (ii) would, have or reasonably be expected to result in a Material Adverse Effect. Except

as set forth in the SEC Reports (as hereinafter defined), none of the Maker, any Subsidiary, or any current director or officer thereof,

is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim

of breach of fiduciary duty during the six (6) years preceding the Issuance Date. There has not been, and to the knowledge of the Maker,

there is not pending or contemplated, any investigation by a Government Body involving the Maker or, to the knowledge of the Maker, any

current or former director or officer of the Maker. The Securities and Exchange Commission (the “Commission”) has

not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Maker or any Subsidiary

under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or the Securities Act of 1933, as amended

(the “Securities Act”). For purposes of this Note, “Subsidiary” means any Person in which the Maker

on the date of this Note, directly or indirectly, (i) owns no less than a majority of the outstanding issued share capital or holds any

equity or similar interest of such Person or (ii) controls or operates all or any part of the business, operations or administration

of such Person.

Section 1.06 No

Materially Adverse Contracts, etc. The Maker is not subject to any charter, corporate or other legal restriction, or any

judgment, decree, order, rule or regulation that has or is expected in the future to have a Material Adverse Effect. The Maker is

not a party to any contract or agreement that has or is expected, in the judgment of the Maker’s officers, to have a Material

Adverse Effect.

Section 1.07 Tax

Status. The Maker (a) has made or filed all federal, national, state and foreign income and all other tax returns, reports and declarations

required by any jurisdiction to which any of them is subject, (b) except for property taxes, has paid all taxes and other governmental

assessments and charges shown or determined to be due on such returns, reports and declarations, except those being contested in good

faith and by appropriate proceedings and (c) has set aside on its books provisions reasonably adequate for the payment of all taxes for

periods subsequent to the periods to which such returns, reports or declarations apply. With the exception of property taxes, there are

no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Maker know

of no basis for any such claim.

Section 1.08 Certain

Transactions. Except for arm’s length transactions pursuant to which the Maker makes payments in the ordinary course of business

upon terms no less favorable than the Maker could obtain from third parties, none of the officers, directors, or employees of the Maker

is presently a party to any transaction with the Maker (other than for services as employees, officers and directors), including any

contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal

property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Maker,

any corporation, partnership, trust or other entity in which any officer, director, or any such employee has a substantial interest or

is an officer, director, trustee or partner.

Section 1.09 Employee

Benefit Plans. Except as would not reasonably be expected to result in a Material Adverse Effect, the Maker is in compliance with

all laws, rules and regulations related to employee benefits and labor and employment matters, including the Employee Retirement Income

Security Act of 1974.

Section 1.10 Use

of Proceeds. No portion of any proceeds from the sale of the Note is to be used for the purpose of purchasing or carrying any “margin

security” or “margin stock” as such terms are used in Regulations U and X of the Board of Governors of the Federal

Reserve System, 12 C.F.R. Parts 221 and 224. For the avoidance of doubt, nothing herein shall prevent the Maker from using proceeds from

the sale of the Note to purchase Bitcoin.

Section 1.11 Disclosure.

To the best of the Maker’s knowledge, all factual information (other than financial projections) furnished by the Maker, including

without limitation, all representations and warranties made by the Maker in this Note or in any agreement, instrument, document, certificate,

statement or letter furnished to the Lender by or on behalf of the Maker in connection with any of the transactions contemplated by the

Note, is true and accurate in all material respects and does not contain any untrue statement of a material fact or omits to state a

material fact necessary in order to make the statements contained therein not misleading in light of the circumstances in which they

are made.

Section 1.12 Insurance.

The Maker maintains and will use their best efforts to continue to maintain through the final payment in full of the Note with financially

sound and reputable insurers insurance with respect to its properties and businesses, including directors and officers insurance, against

such casualties and contingencies as are in accordance with general practices and businesses engaged in similar activities and similar

geographic areas.

Section 1.13 Licenses,

etc. The Maker has obtained and holds in full force and effect, all licenses, permits, certificates, authorizations,

qualifications, accreditations, easements, rights of way and other rights, consents and approvals which are necessary for the

operation of their businesses as presently conducted, except where the failure to so obtain the foregoing could not, individually or

in the aggregate, have a Material Adverse Effect.

Section

1.14 Subsidiaries. All of the direct and indirect Subsidiaries of the Maker are set forth in the SEC Reports. The Maker owns,

directly or indirectly, all of the share capital or other equity interests of each Subsidiary as set forth in the SEC Reports free and

clear of any liens, options or warrants, and all of the issued and outstanding share capital of each Subsidiary is validly issued and

is fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

Section

1.15 SEC Reports; Financial Statements. The Maker has filed all reports, schedules, forms, statements and other documents required

to be filed by the Maker under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof for the

three years preceding the date hereof (or such shorter period as the Maker was required by law or regulation to file such material) (the

foregoing materials filed prior to the date hereof, including the exhibits thereto and documents incorporated by reference therein, being

collectively referred to herein as the “SEC Reports”) on a timely basis or has qualified for a valid extension of

such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the

SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none

of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be

stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not

misleading. The Maker is not currently an issuer subject to paragraph (i) of Rule 144. The financial statements of the Maker

included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of

the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with

generally accepted accounting principles in the U.S. (“GAAP”), except as may be otherwise specified in such financial

statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly

present in all material respects the financial position of the Maker and its consolidated Subsidiaries as of and for the dates thereof

and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial,

year-end audit adjustments.

Section

1.16 Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements

included within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the date hereof: (i) there

has been no event, occurrence or development that has had or that would reasonably be expected to result in a Material Adverse Effect,

(ii) other than intracompany loans, neither the Maker nor any Subsidiary has incurred any liabilities (contingent or otherwise)

other than liabilities incurred in the ordinary course of business, and (iii) the Maker has not altered its method of accounting. The

Maker does not have pending before the Commission any request for confidential treatment of information. To the knowledge of the Maker,

no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist

with respect to the Maker or its Subsidiaries or their respective businesses, properties, operations, assets or financial condition,

that would be required to be disclosed by the Maker under applicable securities laws at the time this representation is made or deemed

made that has not been publicly disclosed at least one (1) Business Day prior to the date that this representation is made.

Section

1.17 Compliance. Neither the Maker nor any Subsidiary: (i) is in default under or in violation of (and no event has occurred that

has not been waived that, with notice or lapse of time or both, would result in a default by the Maker or any Subsidiary under), nor

has the Maker or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture,

loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound

(whether or not such default or violation has been waived), (ii) is in violation of any applicable judgment, decree or order of any court,

arbitrator, Principal Market, governmental or administrative agency, regulatory authority, self-regulatory organization (federal, state,

county, local or foreign) or other Government Body other than as set forth in the SEC Reports, or (iii) is or has been in violation of

any applicable statute, rule, ordinance or regulation of any Government Body, including without limitation all applicable foreign, federal,

state and local laws relating to taxes, bribery and corruption, occupational health and safety, product quality and safety, employment

and labor matters, employee benefits and laws related to the protection of the environment, except, in each case of clauses (i), (ii)

and (iii), as could not reasonably be expected, individually or in the aggregate, to, have a Material Adverse Effect.

Section

1.18 Solvency; Seniority. Based on the consolidated financial condition of the Maker as of the Issuance Date, after giving effect

to the receipt by the Maker of the proceeds from the sale of the Note hereunder: (i) the fair saleable value of the Maker’s tangible

assets exceeds the amount that will be required to be paid on or in respect of the Maker’s existing indebtedness and other liabilities

(including known contingent liabilities) as they mature, and (ii) the Maker’s assets do not constitute unreasonably small capital

to carry on its business as now conducted and as proposed to be conducted including its capital needs taking into account the particular

capital requirements of the business conducted by the Maker, consolidated and projected capital requirements and capital availability

thereof. The Maker does not intend to incur indebtedness beyond its ability to pay such indebtedness as they mature (taking into account

the timing and amounts of cash to be payable on or in respect of its indebtedness). The Maker has no knowledge of any facts or circumstances

which lead it to believe that it will file for bankruptcy, insolvency, administration, judicial management, reorganization or liquidation

under the bankruptcy or reorganization laws of any jurisdiction within one year from the Issuance Date.

Section

1.19 Sarbanes-Oxley; Internal Accounting Controls. Except as set forth in the SEC Reports, the Maker and the Subsidiaries are

in compliance in all material respects with any applicable requirements of the Sarbanes-Oxley Act of 2002 that are effective as of the

date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of the date

hereof and as of the Issuance Date. Except as set forth in the SEC Reports, the Maker and the Subsidiaries maintain a system of internal

accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s

general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity

with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general

or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals

and appropriate action is taken with respect to any differences. The Maker and the Subsidiaries have established disclosure controls

and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Maker and the Subsidiaries and designed such disclosure

controls and procedures to ensure that information required to be disclosed by the Maker in the reports it files or submits under the

Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms.

The Maker’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Maker and the

Subsidiaries as of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation

Date”). The Maker presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying

officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since

the Evaluation Date, except as set forth in the SEC Reports, there have been no changes in the internal control over financial reporting

(as such term is defined in the Exchange Act) that have materially affected, or are reasonably likely to materially affect, the internal

control over financial reporting of the Maker and its Subsidiaries.

Section

1.20 Cybersecurity. To the Maker’s knowledge, (x) there has been no security breach or other compromise of or relating

to any of the Maker’s or any Subsidiary’s information technology and computer systems, networks, hardware, software, data

(including the data of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of

it), equipment or technology (collectively, “IT Systems and Data”). The Maker and the Subsidiaries have not been notified

of, and has no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise

to its IT Systems and Data. The Maker and the Subsidiaries are presently in compliance with all applicable laws or statutes and all judgments,

orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations

relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use,

access, misappropriation or modification, except as would not, individually or in the aggregate, have a Material Adverse Effect. The

Maker and the Subsidiaries have implemented and maintained commercially reasonable safeguards to maintain and protect its material confidential

information and the integrity, continuous operation, redundancy and security of all IT Systems and Data. The Maker and the Subsidiaries

have implemented backup and disaster recovery technology consistent with industry standards and practices.

Section

1.21 Investment Company. The Maker is not, and is not an affiliate of, and immediately after receipt of payment for the Note,

will not be or be an affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

The Maker shall conduct its business in a manner so that it will not become an “investment company” subject to registration

under the Investment Company Act of 1940, as amended.

Section

1.22 No-Off Balance Sheet Arrangements. There are no off-balance sheet transactions, arrangements, obligations (including contingent

obligations) or liabilities of the Maker or any Subsidiary.

Section

1.23 Certain Matters related to Management. No member of the Maker’s management (a) has had a petition under the federal

bankruptcy laws or any state insolvency laws filed by or against them, or has had a receiver, fiscal agent or similar officer appointed

by a court for the business or property of (i) them, (ii) any partnership in which they were a general partner at, or within two years

before, the time of such filing or (iii) other than as set forth in the SEC Reports, any Maker or business association of which they

were an executive officer at, or within two years before, the time of such filing; (b) been convicted in a criminal proceeding or named

the subject of a pending criminal proceeding, excluding traffic violations and driving a vehicle under the influence of alcohol or drugs

offenses; (c) been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court, permanently

or temporarily enjoining or limiting them from any activity in connection with the purchase or sale of any security or commodity; (d)

except as set forth in the SEC Reports, been found by a court in a civil action or by the Commission to have violated any federal or

state securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended

or vacated; or (e) been found by a court in a civil action or by the Commodities Futures Trading Commission to have violated any federal

commodities law, and the judgment in such civil action or finding by the Commodities Futures Trading Commission has not been subsequently

reversed, suspended or vacated.

[signature

page follows]

WITNESS WHEREOF, the Maker has duly executed this Term Note as a sealed instrument as of the date and year first above written.

T3 DEFENSE INC.

By:

/s/ Menachem Shalom

Name:

Menachem Shalom

Title:

President

Accepted

and agreed to by the Lender:

ESOUSA GROUP HOLDINGS, LLC

By:

/s/ Michael Wachs

Name:

Michael Wachs

Title:

Managing Member

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