Cycurion, Inc.

EX-99.1 · ex99-1.htm

EX-99.1
 10
 ex99-1.htm
 EX-99.1

 Exhibit 99.1

 Cycurion,
Inc. Completes Transformative Acquisition of Secuvant, LLC and Flagship Panoptic Cybersecurity Platform

 MCLEAN,
Va., June 09, 2026 (GLOBE NEWSWIRE) — Cycurion, Inc. (NASDAQ: CYCU) (“Cycurion” or the “Company”), a leading
provider of AI-driven cybersecurity, IT security solutions, and managed services, today announced the successful closing of its acquisition
of Secuvant, LLC (“Secuvant”), the creator of the groundbreaking Panoptic platform, through a merger transaction completed
on June 2, 2026. This strategic transaction marks a major acceleration of Cycurion’s growth strategy.

 Panoptic’s
industry-leading continuous threat and vulnerability visibility, intelligent prioritization, and real-time security insights will significantly
expand Cycurion’s product portfolio and enhance its ability to deliver higher-margin, recurring revenue solutions to enterprise
and government clients.

 L.
Kevin Kelly, Chief Executive Officer of Cycurion, stated: “This acquisition is a game-changer for Cycurion. It advances our strategy
of moving into higher-margin, recurring revenue businesses while increasing the breadth and depth of products that we deliver to our
clients. Panoptic is a powerful addition that strengthens our competitive position and creates exciting new cross-selling opportunities
across our customer base.”

 Ryan
Layton, former chief executive officer of Secuvant and now serving as an advisor to Cycurion in connection with the integration of the
Secuvant business, added: “Panoptic was built to transform how organizations manage cyber risk. By joining forces with Cycurion,
we now have the ideal platform to rapidly scale this breakthrough technology and deliver next-generation protection at enterprise scale.
The best is yet to come.”

 The
Merger

 The
merger transaction was completed pursuant to an Agreement and Plan of Merger entered into on May 21, 2026 (the “Merger Agreement”),
among Cycurion, Cycurion Merger Sub, LLC, a wholly owned subsidiary of Cycurion (“Merger Sub”), and Secuvant. Under the terms
of the Merger Agreement, Merger Sub merged with and into Secuvant in a reverse merger transaction, with Secuvant surviving the merger
as a wholly owned subsidiary of Cycurion (the “Merger”). The Merger was consummated on June 2, 2026.

 The
total consideration for the transaction is approximately $2.875 million, consisting of $875,000 in cash and 888,888 shares of preferred
stock (representing approximately $2.0 million in value). In addition, Secuvant equityholders are eligible to receive contingent earn-out
payments over a three-year period from 2026 through 2028. The earn-out includes guaranteed annual payments of $100,000 and additional
performance-based payments tied to the gross profit generated from certain revenue streams. Any performance-based earn-out amounts will
be paid 50% in cash and 50% in shares of Cycurion common stock.

 In
connection with the closing, Cycurion entered into certain ancillary agreements with Secuvant equityholders, including registration rights,
lock-up, leak-out and escrow arrangements.

 Strategic
Benefits :

 ● Higher-Margin
 Expansion : Adds a premium, SaaS-like recurring revenue platform to the portfolio.

 ● Product
 Leadership : Broadens Cycurion’s cybersecurity offerings with best-in-class threat
 visibility and prioritization capabilities.

 ● Accelerated
 Growth : Creates cross-selling opportunities and strengthens Cycurion’s position
 in a fast-growing market.

 ● Aligned
 Economics : Structured with performance-based earn-outs tied directly to Panoptic’s
 future success.

 About
Cycurion, Inc.

 Cycurion,
Inc. (NASDAQ: CYCU) is a leader in AI-driven cybersecurity and national security solutions. The Company delivers integrated platforms
and expert services to protect critical systems, ensure operational resilience, and support clients across government, enterprise, and
high-profile sectors. For more information, visit www.cycurion.com.

 About
Secuvant

 Secuvant
is an independent IT security firm providing enterprise-grade cybersecurity services, risk management, and managed solutions to mid-market
organizations. Founded in 2014, it specializes in managed security services, threat and vulnerability management and compliance using
its Cyber7™ framework. For more information, visit www.secuvant.com.

 Forward-Looking
Statements

 This
press release contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, including, but
not limited to, statements relating to the operations and prospective growth of Cycurion’s business.

 Certain
statements in this press release that are not historical facts are forward-looking statements within the meaning of Section 27A of the
Securities Exchange Act of 1934, as amended. Any statements contained in this press release that are not statements of historical fact
may be deemed forward-looking statements. Such statements include, but are not limited to, statements regarding the anticipated benefits
of the Secuvant acquisition and the Panoptic platform; the Company’s ability to successfully integrate Secuvant’s business,
operations, personnel and technology; the ability of the combined company to achieve anticipated synergies, operational efficiencies,
recurring revenue growth, increased margins or expanded market opportunities; the Company’s ability to realize anticipated cross-selling
opportunities and accelerate its inorganic growth strategy; the future performance and scalability of the Panoptic platform; the Company’s
ability to retain customers and key personnel; the achievement of any earn-out milestones; the continued execution on the Company’s
backlog; and other statements that are not historical facts, including statements which may be accompanied by words such as “continue,”
“will,” “may,” “could,” “should,” “expect,” “expected,” “plans,”
“intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,”
and similar expressions are intended to identify such forward-looking statements. All forward-looking statements involve significant
risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements,
many of which are generally outside the control of Cycurion and are difficult to predict. Examples of such risks and uncertainties include,
but are not limited to, risks associated with the integration of Secuvant and its operations into the Company; the possibility that the
anticipated benefits, synergies and strategic advantages of the acquisition and the performance of the combined company may not be realized
or may take longer than expected to realize, the risk that the combined company may not achieve expected revenue growth, recurring revenue
expansion, profitability improvements, cost savings, operational efficiencies, or market acceptance, risks related to customer retention,
employee retention and the integration of technology platforms; risks related to the Company’s ability to successfully commercialize
and scale the Panoptic platform; risks associated with retaining and expanding relationships with enterprise and government customers
following the acquisition, risks related to customer performance and satisfaction, contract modifications, delays or terminations, and
the Company’s ability to fulfill contractual obligations, the outcomes of the Company’s investigations, any potential legal
proceedings, or the future performance of the Company’s stock. Additional factors that could cause actual results to differ materially
from those expressed or implied in the forward-looking statements can be found in the most recent annual report on Form 10-K, quarterly
reports on Form 10-Q, and current reports on Form 8-K filed by Cycurion with the U.S. Securities and Exchange Commission. Cycurion anticipates
that subsequent events and developments may cause its plans, intentions, and expectations to change. Cycurion assumes no obligation,
and it specifically disclaims any intention or obligation, to update any forward-looking statements, whether as a result of new information,
future events, or otherwise, except as expressly required by law. Forward-looking statements speak only as of the date they are made
and should not be relied upon as representing Cycurion’s plans and expectations as of any subsequent date.

 Cycurion
Investor Relations:

 (888)
341-6680

 investors@cycurion.com

 Cycurion
Media Relations:

 (888)
341-6680

 media@cycurion.com

EX-2.1 · ex2-1.htm

EX-2.1
 2
 ex2-1.htm
 EX-2.1

 Exhibit
2.1

 MERGER
AGREEMENT

 by
and among

 CYCURION,
INC.,

 CYCURION
MERGER SUB, LLC

 and

 SECUVANT,
LLC

 *****

 May
21, 2026

 MERGER
AGREEMENT

 THIS
MERGER AGREEMENT (this “ Agreement ”) is made and entered into as of May 21, 2026 (the “ Execution
Date ”), by and among Cycurion, Inc., a Delaware corporation (“ Purchaser ”), Cycurion Merger Sub,
LLC a Delaware limited liability company (“ Merger Sub ”), and Secuvant, LLC, a Utah limited liability company
(the “ Company ”). Purchaser, Merger Sub, and the Company may each be referred to hereinafter as a “ Party ”
and, collectively, as the “ Parties .”

 RECITALS

 WHEREAS ,
Purchaser desires to acquire the Company (and indirectly its wholly-owned subsidiaries as listed on Section 5.1(b) of the Company Disclosure
Schedule (the “ Company Subsidiaries ”)), including the Panoptic product line, via a reverse merger of the Company
whereby, on the Closing Date (as hereinafter defined) and upon the terms and subject to subject to the conditions of this Agreement and
in accordance with the General Corporation Law of the State of Delaware (the “ DGCL ”), Merger Sub will merge
with and into the Company (the “ Merger , ” and together with the other transactions contemplated hereby,
the “ Transactions ”), with the Company surviving the Merger as a wholly owned subsidiary of Purchaser;

 WHEREAS ,
in connection with the Merger, Purchaser has agreed to provide consideration for the Merger (the “ Merger Consideration ”)
consisting of an aggregate amount of Two Million Eight Hundred Seventy-Five Thousand Dollars ($2,875,000.00), comprised of Eight Hundred
Seventy-Five Thousand Dollars ($875,000) in cash and 888,888 shares of Purchaser’s Series I Convertible Preferred Stock, par value
$0.0001 per share (the “ Preferred Stock ”), in exchange for all of the issued and outstanding limited liability
company interests of the Company, consisting of 526,315,790 units of the Company (the “ Company Units ”), together
with the right of the Company Equityholders to receive additional contingent consideration in the form of an Earn-Out (as defined below),
upon the terms and subject to the conditions set forth in this Agreement.

 WHEREAS ,
each of the Parties intends for U.S. federal income tax purposes that (a) this Agreement constitutes the purchase and sale of the Company
Units pursuant to Section 741 of the Code, and Revenue Ruling 99-6, Situation 2 , and (b) each payment of any Earn-Out and delivery or
payment of the Preferred Stock under this Agreement is intended to be treated for U.S. federal and applicable state and local income
Tax purposes as deferred contingent purchase price eligible for installment sale treatment under Section 453 of the Code and any corresponding
provision of state or local Tax law, as appropriate (clauses (a)-(b), the “ Intended Tax Treatment ”);

 WHEREAS ,
the board of directors of Purchaser (the “ Purchaser Board ”) has unanimously approved, adopted and declared
advisable this Agreement and the Transactions, including the Merger, in accordance with the Organizational Documents of the Company,
and (b) declared that it is fair to, advisable and in the best interests of the Purchaser and the stockholders of the Purchaser that
the Purchaser enter into this Agreement, and to consummate the Transactions, including the Merger on the terms and subject to the conditions
set forth in this Agreement;

 2

 WHEREAS ,
the board of directors of the Company (the “ Company Board ”) has approved and declared advisable this Agreement,
and the Transactions, including the Merger, in accordance with the Organizational Documents of the Company, and (b) declared that it
is fair to, advisable and in the best interests of the Company and the Company Equityholders (as defined herein) that the Company enter
into this Agreement, and to consummate the Transactions, including the Merger on the terms and subject to the conditions set forth in
this Agreement; and

 WHEREAS ,
Merger Sub has (a) approved and declared advisable this Agreement, and the Transactions, including the Merger, (b) declared that it is
fair to, advisable and in the best interests of Merger Sub and the sole shareholder of Merger Sub that Merger Sub enter into this Agreement,
on the terms and subject to the conditions set forth in this Agreement, and consummate the Transactions, including the Merger, (c) recommended
to the sole shareholder of Merger Sub that it adopts this Agreement, and (d) Purchaser, in its capacity as the sole shareholder of Merger
Sub has approved and adopted Agreement by written consent.

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

 ARTICLE
I DEFINITIONS

 Section
1.1 Definitions

 As
used herein, the following terms shall have the following meanings:

 “ Accelerated
Vesting Conditions ” are satisfied if (i) on any date following the Closing, a Change in Control of Purchaser occurs, or
(ii), on any date on or following the Closing Date, the twenty (20) day volume-weighted average price of the Purchaser Common Stock on
Nasdaq or a different National Securities Exchange is at or above $4.50 per share of Purchaser Common Stock with an average daily trading
volume of at least 500,000 shares of Purchaser Common Stock.

 “ Action ”
means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation,
citation, summons, subpoena or investigation of any nature, civil, criminal, administrative, regulatory or otherwise, whether at law
or in equity.

 “ Advisory
Agreement ” means the advisory agreement, effective as of the Closing Date, between Purchaser and Ryan Layton, Chief Executive
Officer of the Company, to be mutually agreed between the Execution Date and Closing Date.

 “ Affiliate ”
means, with respect to any specified Person, any Person that, directly or indirectly, controls, is controlled by, or is under common
control with, such specified Person, through one or more intermediaries or otherwise, and its and their respective stockholders, partners,
directors, officers, members, managers and employees, and with respect to a particular individual: (i) each other member of such individual’s
family who resides with such individual and (ii) any Person that is controlled by one or more members of such individual’s family.

 “ Agreement ”
has the meaning specified in the preamble to this Agreement.

 3

 “ Applicable
Percentage ” means seventy percent (70%) for the 2026 Earn-Out Year, seventy-eight percent (78%) for the 2027 Earn-Out Year,
and eighty-seven percent (87%) for the 2028 Earn-Out Year.

 “ Base
Consideration ” has the meaning specified in Section 3.1(a) .

 “ Base
Vesting Conditions ” means (i) the Purchaser Common Stock shall be traded on Nasdaq or a different National Securities Exchange,
(ii) the twenty (20) day volume-weighted average price of the Purchaser Common Stock on Nasdaq or such other National Securities Exchange
shall be equal to or above $1.00 per share of Purchaser Common Stock, and (iii) the average daily trading volume during the twenty (20)
day period referenced in subsection (B) shall be at least 500,000 shares of Purchaser Common Stock.

 “ Baseline
Carve-Out Amount ” means, with respect to each applicable Earn-Out Year, the threshold that must be exceeded before any
Performance Earn-Out becomes payable, which shall be (x) Two Hundred Thousand Dollars ($200,000) for the 2026 Earn-Out Year, (y) One
Million Dollars ($1,000,000) for the 2027 Earn-Out Year, and (z) Two Million Dollars ($2,000,000) for the 2028 Earn-Out Year.

 “ Business ”
means the business of the Company as conducted through the Company and/or the Company Subsidiaries immediately prior to the Closing Date.

 “ Business
Day ” means a day other than Saturday, Sunday or any day on which banks located in New York are authorized or obligated
to close.

 “ Cash
Consideration ” has the meaning specified in Section 3.1(b) .

 “ Certificate
of Designation ” means the certificate of designation of rights, preferences and privileges of the Preferred Stock setting
forth the preferences, rights, redemptions, dividends and limitations of the Preferred Stock to be filed at or prior to Closing by the
Purchaser with the Secretary of State of the State of Delaware, substantially in the form attached hereto as Exhibit D .

 “ Certificate
of Merger ” has the meaning specified in Section 2.1(b) .

 “ Change
of Control ” means any transaction or series of related transactions resulting in (i) the acquisition by any person or group
of beneficial ownership of more than fifty percent (50%) of the outstanding voting power of Purchaser, or (ii) the sale of all or substantially
all of the assets of Purchaser.

 “ Closing ”
means the closing of the transactions contemplated hereby.

 “ Closing
Date ” means the date on which the Closing occurs.

 “ Code ”
means the Internal Revenue Code of 1986, as amended.

 “ Company ”
has the meaning specified in the preamble to this Agreement.

 “ Company
Board ” has the meaning specified in the Recitals.

 4

 “ Company
Disclosure Schedule ” has the meaning specified in the introductory paragraph of Article V .

 “ Company
Equityholders ” means, collectively, the holders of Company Units as of any time prior to the Effective Time and listed
in Section 3.1(a) of the Company Disclosure Schedule.

 “ Company
Financial Statements ” has the meaning specified in Section 5.16(a) .

 “ Company
Intellectual Property ” has the meaning specified in Section 5.19 .

 “Company
License Agreements” has the meaning specified in Section 5.19 .

 “ Company
Material Adverse Effect ” means any effect, change, event, occurrence, statement of facts or development that is, or is
reasonably likely to be, individually or in the aggregate, materially adverse with respect to the Business, the assets, financial condition,
results of operations or prospects of the Company, or the right or ability of the Company to consummate any of the transactions contemplated
hereby; provided, however, that “Company Material Adverse Effect” shall not include any event, occurrence, fact, condition
or change, directly or indirectly, arising out of or attributable to: (i) general business, economic, or political conditions; (ii) conditions
generally affecting the industries in which the Company operates; (iii) any changes in financial, banking, or securities markets in general,
including any disruption thereof and any decline in the price of any security or any market index or any change in prevailing interest
rates; (iv) any matter disclosed in the Company Disclosure Schedule; (v) any changes in applicable Laws or accounting rules; (vi) the
announcement, pendency, or completion of the transactions contemplated by this Agreement, including losses or threatened losses of employees,
customers, suppliers, distributors, or others having relationships with the Company; (vii) any natural or man-made disaster or acts of
God; (viii) any acts of terrorism or war (whether or not declared), sabotage, civil unrest, terrorism, curfews, public disorder, riots,
the outbreak or escalation of hostilities, geopolitical conditions, local, regional, state, national or international political conditions,
or social conditions or (ix) any epidemics, pandemics, disease outbreaks, or other public health emergencies; and the foregoing (i)-(v),
(vii) and (viii) shall not be deemed to be a Company Material Adverse Effect unless such events, changes, developments, or occurrences,
taken as a whole, have a material disproportionate effect on the Company relative to other participants in the industries in which the
Company operates.

 “ Company
Permits ” has the meaning specified in Section 5.24 .

 “ Company
Subsidiary(ies) ” has the meaning specified in the Recitals.

 “ Company
Units ” has the meaning specified in the Recitals.

 “ Confidential
Information ” has the meaning specified in Section 8.9 .

 “ Contracts ”
means any contracts, agreements, subcontracts, leases, notes, indentures, commitments, memoranda of understanding and purchase orders,
whether written or oral, whether implied or express, and each amendment, supplement, or modification (whether written or oral) in respect
of any of the foregoing, in each case as currently in effect.

 5

 “ Conversion
Price ” means $2.25.

 “ DGCL ”
has the meaning specified in the Recitals.

 “ Earn-Out ”
has the meaning specified in Section 4.1(a) .

 “ Earn-Out
Period ” has the meaning specified in Section 4.1(a) .

 “ Earn-Out
Shares ” has the meaning specified in Section 4.2(b)(vi) .

 “ Earn-Out
Statement ” has the meaning specified in Section 4.5(a) .

 “Earn-Out
Year ” has the meaning specified in Section 4.1(a) .

 “ Effective
Date ” has the meaning specified in Section 2.1(b) .

 “ Effective
Time ” has the meaning specified in Section 2.1(b) .

 “ Employee
Benefit Plans ” means each written employee benefit plan, scheme, program, policy, agreement, arrangement and contract (including,
but not limited to, any “ employee benefit plan ” as defined in Section 3(3) of ERISA, whether or not subject to ERISA,
and any bonus, incentive compensation, deferred compensation, profit sharing, or equity based arrangement, and any employment, termination,
retention, bonus, change in control, severance, supplemental unemployment, layoff, salary continuation, retirement, pension, health,
life insurance, disability, group insurance, vacation, holiday, sick leave, fringe benefit or welfare plan, program, policy, arrangement
or contract and any trust, escrow or other funding arrangement related thereto which is currently or has been at any time maintained
or contributed to by either Company or any ERISA Affiliate for the benefit of any current or former partner, officer, employee or director
or the dependents thereof.

 “ Employment
Agreement ” means the employment agreement, effective as of the Closing Date, between Purchaser and Danny White, President
of the Company, a form of which is attached as Exhibit F .

 “ Environmental
Laws ” means any law, common law, ordinance, regulation or binding policy of any Governmental Authority, as well as any
order, decree, permit, judgment or injunction issued, promulgated, approved or entered thereunder, relating to the environment, health
and safety, Hazardous Materials (including the use, handling, transportation, production, disposal, discharge or storage thereof), industrial
hygiene, the environmental conditions on, under or about any real property owned, leased or operated at any time by the Company, including
soil, groundwater, and indoor and ambient air conditions or the reporting or remediation of environmental contamination. Environmental
Laws include the Clean Air Act, the Federal Water Pollution Control Act, the Oil Pollution Act, the Occupational Safety and Health Act,
the Safe Drinking Water Act, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Resource Conservation
and Recovery Act of 1976, the Toxic Substances Control Act, the Hazardous Materials Transportation Act, state and local counterparts,
in each case as amended, and any other federal, state and local law whose purpose is to conserve or protect employee safety and health,
human health in respect to exposure to Hazardous Materials, the environment, wildlife or natural resources.

 6

 “ Equity
Consideration ” has the meaning specified in Section 3.1(c).

 “ Equity
Incentive Plan ” means Purchaser’s 2025 Equity Incentive Plan.

 “ ERISA ”
means the Employee Retirement Income Security Act of 1974.

 “ ERISA
Affiliate ” means any trade or business, whether or not incorporated, which together with the Company would be deemed a
single employer within the meaning of Section 414(b), (c) or (m) of the Code or Section 4001(b)(1) of ERISA.

 “ Escrow
Agreement ” has the meaning specified in Section 10.2 .

 “ Escrow
Amount ” has the meaning specified in Section 10.2 .

 “ Estimated
Closing Working Capital ” has the meaning specified in Section 3.1(d)(i).

 “ Exchange
Act ” means the Securities and Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

 “ Execution
Date ” has the meaning specified in the preamble to this Agreement.

 “ Final
Vesting Date ” has the meaning specified in Section 3.1(d)(ii) .

 “ Final
Working Capital Statement ” means that the Company’s current assets (excluding cash and cash equivalents) minus current
liabilities (excluding Indebtedness), in each case determined in accordance with U.S. GAAP and applied on a consistent basis with past
practice, shall be equal to or greater than the agreed Target Working Capital amount set forth in Section 3.1(d) of the Company
Disclosure Schedule.

 “ Governmental
Authority ” means any domestic or foreign national, state, multi-state or municipal or other local government, any subdivision,
agency, commission or authority thereof, exercising any executive, legislative, judicial, regulatory or administrative functions of or
pertaining to government, or any quasi-governmental or private body that is government-owned or established to perform such functions.

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

 “ Gross
Profit ” has the meaning specified in Section 4.2(b)(i) .

 “ Gross
Margin Floor ” has the meaning specified in Section 4.2(b)(iv) .

 “ Guaranteed
Earn-Out ” has the meaning specified in Section 4.2(a) .

 7

 “ Hazardous
Materials ” means and includes petroleum and refined petroleum products, asbestos, polychlorinated biphenyls, and any other
substance defined, designated or classified as a hazardous waste, hazardous substance, hazardous material, pollutant, contaminant or
toxic substance under, or for which liability or standards of care are imposed by, any Environmental Law.

 “ Indebtedness ”
means, with respect to any Person (without duplication), any obligations, contingent or otherwise, in respect of: (i) the principal amount
of any indebtedness for borrowed money outstanding, together with all prepayment premiums or penalties and other amounts with respect
to such indebtedness becoming due as a result of the transactions contemplated by this Agreement and including accrued interest and any
per diem interest accruals, (ii) the principal and interest components of capitalized lease obligations under U.S. GAAP, (iii) amounts
drawn (including any accrued and unpaid interest) on letters of credit, bank guarantees, bankers’ acceptances and other similar
instruments (solely to the extent such amounts have actually been drawn), (iv) the principal of and premium (if any) in respect of obligations
evidenced by bonds, debentures, notes and similar instruments, (v) the termination value of interest rate protection agreements and currency
obligation swaps, hedges or similar arrangements (without duplication of other indebtedness supported or guaranteed thereby), (vi) the
principal component of all obligations to pay the deferred and unpaid purchase price of property and equipment that have been delivered,
including “earn outs” and “seller notes,” and (vii) breakage costs, prepayment or early termination premiums,
penalties, or other fees or expenses payable as a result of the consummation of the Transactions in respect of any of the items in the
foregoing clauses (i) through (vi), and (viii) all Indebtedness of another Person referred to in clauses (i) through (vii) above guaranteed
directly or indirectly, jointly or severally.

 “ Independent
Accountant ” shall have the meaning specified in Section 3.1(d)(iv) .

 “ Independent
Valuation Firm ” shall have the meaning specified in Section 7.2(f) .

 “ Intellectual
Property ” means all intellectual property and industrial property rights and assets, and all rights, interests and protections
that are associated with, similar to, or required for the exercise of, any of the foregoing, however arising, pursuant to the Laws of
any jurisdiction throughout the world, whether registered or unregistered, including any and all: (i) trademarks, service marks, trade
names, brand names, logos, trade dress, design rights, and other similar designations of source, sponsorship, association, or origin,
together with the goodwill connected with the use of and symbolized by, and all registrations, applications, and renewals for, any of
the foregoing; (ii) e-mail addresses, internet domain names, whether or not trademarked, registered in any top-level domain by any authorized
private registrar or Governmental Authority, web addresses, web pages, websites and related content, accounts with Twitter, Facebook,
and other social media companies or platforms and the content found thereon and related thereto, and URLs; (iii) works of authorship,
expressions, designs, and design registrations, whether or not copyrightable, including copyrights, author, performer, moral, and neighboring
rights, and all registrations, applications for registration, and renewals of such copyrights; (iv) inventions, discoveries, trade secrets,
business and technical information, and know how, databases, data collections, and other confidential and proprietary information and
all rights therein; (v) patents (including all reissues, divisionals, provisionals, continuations, and continuations in part, re-examinations,
renewals, substitutions, and extensions thereof), patent applications, and other patent rights and any other Governmental Authority issued
indicia of invention ownership (including inventor’s certificates, petty patents and patent utility models); (vi) software and
firmware, including data files, source code, object code, application programming interfaces, architecture, files, records, schematics,
computerized databases, and other related specifications and documentation; (vii) semiconductor chips and mask works; (viii) royalties,
fees, income, payments, and other proceeds now or hereafter due or payable with respect to any and all of the foregoing; and (ix) all
rights to any Actions of any nature available to or being pursued to the extent related to the foregoing, whether accruing before, on
or after the Closing Date, including all rights to and claims for damages, restitution, and injunctive relief for infringement, dilution,
misappropriation, violation, misuse, breach, or default, with the right but no obligation to sue for such legal and equitable relief,
and to collect, or otherwise recover, any such damages.

 8

 “ Intended
Tax Treatment ” has the meaning specified in the recitals.

 “ Interim
Period ” has the meaning specified in Section 7.1(a) .

 “ Knowledge
of Purchaser ” means the actual and constructive knowledge of L. Kevin Kelly, its Chief Executive Officer, and Alvin McCoy
III, its Chief Financial Officer, after reasonable inquiry of each such individual’s direct reports.

 “ Knowledge
of the Company ” means the actual and constructive knowledge of Ryan Layton, its Chief Executive Officer, and Danny White,
its President, after reasonable inquiry of each such individual’s direct reports.

 “ Law ”
or “ Laws ” means any federal, state, local, municipal, or other law, statute, legislation, constitution, principle
of common law, resolution, ordinance, code, edict, judgment, decree, proclamation, treaty, rule, regulation, ruling, or requirement issued,
enacted, adopted, passed, approved, promulgated, made, implemented, or otherwise put into effect by or under the authority of any Governmental
Authority.

 “ Leak-Out
Agreement ” has the meaning specified in Section 3.2(f) .

 “ Lien ”
means any claim, lien, pledge, option, right of first refusal, easement, security interest, deed of trust, mortgage, right of way, encroachment,
restrictive covenant, or other encumbrance, whether voluntarily incurred or arising by operation of law, and includes, without limitation,
any agreement to give any of the foregoing in the future, and any contingent or conditional sale agreement or other title retention agreement
or lease in the nature thereof.

 “ Lock-Up
Agreement ” has the meaning specified in Section 3.2(e) .

 “ Material
Agreement ” has the meaning specified in Section 5.14 .

 “ Material
Contract(s) ” of a Person means all Contracts to which the Person or a Subsidiary of such Person is a party (i) involving
obligations (contingent or otherwise) of, or payments to, such Person or Subsidiary in excess of $500,000, (ii) containing any covenant
limiting the freedom of such Person or Subsidiary to engage in any business activity or compete with any Person, and (iii) solely in
the case of Purchaser, is filed or required to be filed by Purchaser with the SEC pursuant to the Securities Act or the Exchange Act.

 “ Membership
Interests ” has the meaning specified in Section 6.7(c) .

 9

 “ Merger ”
has the meaning specified in the Recitals.

 “ Merger
Consideration ” has the meaning specified in the Recitals.

 “ Merger
Sub ” has the meaning specified in the preamble to this Agreement.

 “ Nasdaq ”
means the Nasdaq Stock Market LLC.

 “ Nasdaq
Listing Application ” has the meaning specified in Section 8.7 (b) .

 “ National
Securities Exchange ” means a national securities exchange registered with the SEC under Section 6 of the Exchange Act.

 “ Objection
Notice ” has the meaning specified in Section 4.5(b) .

 “ Operating
Agreement ” means that certain Amended and Restated Operating Agreement of the Company, dated November 5, 2019, as amended
from time to time and in effect immediately prior to the Effective Time.

 “ Ordinary
Course of Business ” means the ordinary course of conduct of a business consistent with past custom and practice of such
business.

 “ Organizational
Documents ” means with respect to any Person, the articles of incorporation, certificate of incorporation, certificate of
formation, certificate of limited partnership, bylaws, limited liability company agreement, operating agreement, partnership agreement,
stockholders’ agreement, and all other similar documents, instruments, or certificates executed, adopted, or filed in connection
with the creation, formation, or organization of such Person, including any amendments and other modifications thereto.

 “ Outside
Date ” shall have the meaning specified in Section 9.1 .

 “ Panoptic ”
means the proprietary technology platform, software, and related tools developed and owned by the Company that provide continuous threat
and vulnerability visibility, prioritization, and security insights, including all algorithms, source code, object code, user interfaces,
dashboards, data models, APIs, documentation and improvements thereto, together with any successor, replacement, upgrade, or derivative
products that perform substantially similar functionality, regardless of the name, branding, or manner in which such functionality is
offered or sold.

 “ Panoptic
Licensing Agreements ” means agreements entered into following the Closing by the Purchaser or its Affiliates with new customers
that are not existing customers of the Company or Affiliates of existing customers of the Company as of the Closing.

 “ Party ”
and “ Parties ” have the meanings specified in the preamble to this Agreement.

 “ Payoff
Amounts ” has the meaning specified in Section 8.8(a) .

 “Payoff
Letter” has the meaning specified in Section 8.8(a) .

 10

 “ PCAOB ”
means the Public Company Accounting Oversight Board.

 “ Permits ”
has the meaning specified in Section 6.16 .

 “ Permitted
Liens ” means (i) Liens for Taxes not yet due or, if due, being contested in good faith by appropriate proceedings and,
in each case, for which specific and adequate accruals or reserves have been established in accordance with U.S. GAAP, (ii) mechanic’s,
materialman’s, carrier’s, repairer’s, and other similar statutory Liens arising or incurred in the Ordinary Course
of Business for sums not yet due and payable or, if due and payable, are being contested in good faith by appropriate proceedings and,
in either case, for which specific and adequate accruals or reserves have been established in accordance with U.S. GAAP, as applicable,
(iii) non-exclusive licenses of Intellectual Property rights granted to customers in the Ordinary Course of Business, (iv) statutory
Liens of landlords and Liens of carriers imposed by applicable Law, in each case, in the Ordinary Course of Business (other than, for
the avoidance of doubt, any breach or default), (v) Liens incurred or deposits made in the Ordinary Course of Business in connection
with workers’ compensation, unemployment insurance, or other types of social security, (vi) defects or imperfections of title,
easements, covenants, rights of way, restrictions, and other similar charges, defects, or encumbrances affecting title to real property
that do not and would not reasonably be expected to materially interfere with the value or occupancy of such real property or the conduct
of business as currently conducted thereon, or (vii) Liens arising pursuant to the express terms of this Agreement.

 “ Person ”
means any individual, company, partnership, joint venture, association, joint stock company, trust, unincorporated organization, limited
liability company, or government or other entity.

 “ Pre-Closing
Tax Period ” has the meaning specified in Section 8.6(c) .

 “ Preferred
Stock ” has the meaning specified in the Recitals.

 “ Preferred
Tranche ” has the meaning specified in Section 3.1(d)(ii) .

 “ Purchaser ”
has the meaning specified in the preamble to this Agreement.

 “ Purchaser
Board ” has the meaning specified in the Recitals.

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

 “ Purchaser
Disclosure Schedule ” has the meaning specified in the introductory paragraph of Article VI .

 “ Purchaser
Equity ” has the meaning specified in Section 6.7(a) .

 “ Purchaser
Financial Statements ” means all of the financial statements of Purchaser included in the Purchaser SEC Reports.

 11

 “ Purchaser
Material Adverse Effect ” means any effect, change, event, occurrence, statement of facts or development that is, or is
reasonably likely to be, individually or in the aggregate, materially adverse with respect to the assets, business, financial condition,
results of operations or prospects of Purchaser or the right or ability of Purchaser to consummate any of the transactions contemplated
hereby; provided, however, that “Purchaser Material Adverse Effect” shall not include any event, occurrence, fact, condition,
or change, directly or indirectly, arising out of or attributable to: (i) general business, economic, or political conditions; (ii) conditions
generally affecting the industries in which Purchaser operates; (iii) any changes in financial, banking, or securities markets in general,
including any disruption thereof and any decline in the price of any security or any market index or any change in prevailing interest
rates; (iv) any matter disclosed in the Purchaser Disclosure Schedule; (v) any changes in applicable Laws or accounting rules; (vi) the
announcement, pendency, or completion of the transactions contemplated by this Agreement, including losses or threatened losses of employees,
customers, suppliers, distributors, or others having relationships with Purchaser; (vii) any natural or man-made disaster or acts of
God; (viii) any acts of terrorism or war (whether or not declared), sabotage, civil unrest, terrorism, curfews, public disorder, riots,
the outbreak or escalation of hostilities, geopolitical conditions, local, regional, state, national, or international political conditions,
or social conditions; or (ix) any epidemics, pandemics, disease outbreaks, or other public health emergencies; and the foregoing (i)-(ix)
shall not be deemed to be a Purchaser Material Adverse Effect unless such events, changes, developments, or occurrences, taken as a whole,
have a material disproportionate effect on Purchaser relative to other participants in the industries in which Purchaser operates.

 “ Purchaser
Parties ” has the meaning specified in the introductory paragraph of Article VI .

 “ Purchaser
SEC Reports ” has the meaning specified in Section 5.9(a) .

 “ Qualifying
Revenue ” means revenue recognized in accordance with U.S. GAAP, ratably over a twelve (12)-month period, derived solely
from new Panoptic Licensing Agreements including renewals thereof. For the avoidance of doubt, Qualifying Revenue shall exclude any revenue
attributable to legacy Company contracts or renewals thereof, which shall remain entirely for the benefit of Purchaser.

 “ Registrable
Securities ” has the meaning specified in Section 3.2(d)(i) .

 “ Registration
Rights Agreement ” has the meaning specified in Section 3.2(c) .

 “ Representatives ”
means a Party’s officers, directors, Affiliates, managers, consultants, employees, representatives, and agents.

 “ Resale
Registration Statement ” has the meaning specified in Section 3.2(d)(i) .

 “ Restricted
Preferred Shares ” has the meaning specified in Section 3.2(e)(ii) .

 “ SEC ”
means the U.S. Securities and Exchange Commission.

 “ Securities
Act ” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

 12

 “ Straddle
Period ” has the meaning specified in Section 8.6(d) .

 “ Subsidiary(ies) ”
means, when used with respect to any Person, any other Person that such Person directly or indirectly owns or has the power to vote or
control via contractual or other arrangements more than 50% of the voting stock or other interests the holders of which are generally
entitled to vote for the election of the board of directors or other applicable governing body of such other Person.

 “ Surviving
Corporation ” has the meaning specified in Section 2.1(a) .

 “ Tangible
Personal Property ” has the meaning specified in Section 6.14(a) .

 “ Target
Working Capital ” means the amount of Final Working Capital agreed to by the Parties and set forth on Section 3.1(d)
of the Company Disclosure Schedule, which amount reflects the normalized operating working capital required to operate the Business in
the Ordinary Course of Business following the Closing, calculated as of the twelve (12) month period immediately preceding the Execution
Date.

 “ Tax ”
or “ Taxes ” means (a) any and all federal, state, local, and foreign taxes, charges, fees, levies, assessments,
duties, or other amounts payable to any Governmental Authority, including: income, franchise, profits, margin, gross receipts, minimum,
alternative minimum, estimated, ad valorem, value added, sales, use, service, real or personal property, capital stock, license, payroll,
withholding, disability, employment, social security, workers compensation, unemployment compensation, utility, severance, excise, stamp,
windfall profits, transfer, environmental, escheat or unclaimed property, occupation, premium, registration, and gains taxes, customs,
duties, imposts, charges, levies, or other similar assessments of any kind whatsoever, whether disputed or not, together with any interest,
penalties, and additions imposed with respect thereto and any interest in respect of such penalties or additions; (b) any liability for
the payment of any item described in clause (a) immediately above as a result of being a member of an affiliated, consolidated, combined,
unitary, or aggregate group for any period, including pursuant to Treasury Regulations Section 1.1502-6 or any analogous or similar state,
local, or foreign Law; (c) any liability for the payment of any item described in clause (a) or (b) immediately above as a result of
any express or implied obligation to indemnify any Person or as a result of any obligations under any agreements or arrangements with
any Person with respect to such item; or (d) any successor or transferee liability for the payment of any item described in clause (a),
(b), or (c) immediately above of any Person, including by reason of being a party to any merger, consolidation, conversion, or otherwise.

 “ Tax
Return ” means any return, document, declaration, report, claim for refund, information return, or statement required to
be filed with a Governmental Authority with respect to Taxes, including any schedule or attachment thereto, and including any amendment
thereof.

 “ Transaction(s) ”
has the meaning specified in the Recitals.

 “ Transaction
Litigation ” has the meaning specified in Section 8.10(c) .

 “ Transfer
Agent ” means Equiniti Trust Company, LLC, located at 48 Wall Street, 22 nd Floor, New York, NY 10005.

 13

 “ Treasury
Regulations ” means the interpretive treasury regulations promulgated under the Code.

 “ U.S.
GAAP ” means generally accepted accounting principles in the United States as in effect (a) with respect to financial information
for periods on or after the Execution Date, as of the Execution Date, and (b) with respect to financial information for periods prior
to the Execution Date, as of such applicable time.

 “ Vesting
Conditions ” means, collectively, the Base Vesting Conditions and the Accelerated Vesting Conditions.

 “ VWAP ”
means, with respect to any specified period, the volume-weighted average of the closing prices of Purchaser Common Stock on the principal
trading market on which such securities are listed during such period, as reported by Bloomberg L.P. (or, if not available, by another
nationally recognized quotation service mutually agreed by the Parties).

 “ Working
Capital Dispute Notice ” shall have the meaning specified in Section 3.1(d)(iv).

 Section
1.2 Other Definitional and Interpretative Provisions

 The
words “hereof,” “herein” and “hereunder” and words of like import used in this Agreement shall refer
to this Agreement (including any Exhibits and Schedules annexed hereto) as a whole and not to any particular provision of this Agreement.
The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.
References to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits, and Schedules of this Agreement unless
otherwise specified. All Exhibits and Schedules annexed hereto or referred to herein, including the Purchaser Disclosure Schedule and
the Company Disclosure Schedule, are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized
terms used in any Exhibit or Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement. Any singular
term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include,”
“includes,” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without
limitation,” whether or not they are in fact followed by those words or words of like import. “Writing,” “written,”
and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. The
word “will” shall be construed to have the same meaning and effect as the word “shall.” The word “or”
when used in this Agreement is not exclusive. The phrase “to the extent” shall mean the degree to which a subject or other
thing extends, and such phrase shall not mean simply “if.” References to any statute, rule, regulation, law, or applicable
Law shall be deemed to refer to such statute, rule, regulation, law, or applicable Law as amended or supplemented from time to time and
to any rules, regulations and interpretations promulgated thereunder (except to the extent otherwise expressly provided herein). References
to any Contract are to that Contract as amended, modified, or supplemented from time to time in accordance with the terms hereof and
thereof. References to any Person include the successors and permitted assigns of that Person. Whenever this Agreement refers to a number
of days, such number shall refer to calendar days unless Business Days are specified. Except as otherwise expressly provided herein,
any reference in this Agreement to a date or time shall be deemed to be such date or time in Wilmington, Delaware. References from or
through any date mean, unless otherwise specified, from and including or through and including, respectively. References to one gender
include all genders. Except as otherwise expressly set forth herein, all amounts required to be paid hereunder shall be paid in United
States dollars in the manner and at the times set forth herein and all monetary references used herein, including references to “$”
shall be to United States dollars unless otherwise specified. The Parties have participated jointly in the negotiation and drafting of
this Agreement and each has been represented by counsel of its choosing and, in the event an ambiguity or question of intent or interpretation
arises, this Agreement shall be construed as jointly drafted by the Parties and no presumption or burden of proof shall arise favoring
or disfavoring any Party by virtue of the authorship of any provision of this Agreement.

 14

 ARTICLE
II MERGER

 Section
2.1 The Merger

 (a)
Upon the terms and conditions set forth in this Agreement and in accordance with the DGCL, at the Effective Time, (i) Merger Sub shall
be merged with and into the Company, and (ii) the separate corporate existence of Merger Sub shall thereupon cease and the Company shall
continue as the surviving corporation in the Merger (the “ Surviving Corporation ”) and shall become a wholly-owned
subsidiary of Purchaser.

 (b)
On the Closing Date, the Parties shall cause a certificate or statement of merger (as applicable), in a form reasonably satisfactory
to the Company and Purchaser (the “ Certificate of Merger ”), to be executed and filed with each of the Secretary
of State of the State of Delaware and the Secretary of State of the State of Utah. The Merger shall become effective on the date and
at the time agreed by Purchaser and the Company and specified in the Certificate of Merger (the time the Merger becomes effective being
referred to herein as the “ Effective Time ” and the date the Merger becomes effective being referred to as the
“ Effective Date ”).

 (c)
The Merger shall be effectuated pursuant to the applicable provisions of the DGCL. Without limiting the generality of the foregoing,
and subject thereto, at the Effective Time, all of the assets, properties, rights, privileges, powers, and franchises of the Company
and Merger Sub shall vest in the Surviving Corporation and all debts, liabilities, obligations, restrictions, disabilities, and duties
of each of the Company and Merger Sub shall become the debts, liabilities, obligations, and duties of the Surviving Corporation, in each
case, in accordance with the DGCL.

 (d)
At the Effective Time, the Organizational Documents of the Company shall become the Organizational Documents of the Surviving Corporation.

 Section
2.2 Treatment of Company Units

 (a)
 Conversion of Company Units. At the Effective Time, by virtue of the Merger and without any action on the part of Purchaser, Merger
Sub, the Company or the holders thereof, each issued and outstanding Company Unit, shall be automatically cancelled and extinguished
and converted into the right to receive such holder’s applicable portion of the Merger Consideration (including the Earn-Out, if
any), as provided in Article III and Article IV of this Agreement.

 15

 (b)
 Issuance of Company Units to Purchaser. At the Effective Time and as a result of the Merger, all Company Units shall be issued
to Purchaser (or its designated Affiliate), and Purchaser shall become the sole member of the Surviving Corporation, holding one hundred
percent (100%) of the issued and outstanding Company Units, free and clear of all Liens.

 (c)
 Cancellation and Termination of Rights. At the Effective Time, all Company Units shall cease to exist and be terminated, and each
holder of Company Units shall cease to have any rights as a member of the Company under the Company’s Operating Agreement, except
solely for the right to receive the Merger Consideration and any amounts payable pursuant to this Agreement. No holder of Company Units
shall have any further rights to vote or participate as a member of the Company following the Effective Time.

 (d)
 No Further Transfers or Issuances. From and after the Execution Date and until the Effective Time, the Company shall cause each
holder of Company Units to be prohibited from selling, assigning, transferring, pledging, encumbering or otherwise disposing of any Company
Units, whether directly or indirectly, and the Company shall not recognize, record or register any transfer of Company Units on its books
and records during such period. All outstanding equity interests of the Company shall be owned, directly or indirectly, by Purchaser.

 (e)
 Exchange Effected by Operation of Law. The conversion of Company Units described in this Section 2.2 shall occur automatically
by operation of law pursuant to the Utah Revised Uniform Limited Liability Company Act and the Delaware Limited Liability Company Act.

 (f)
 Treatment of Equity-Linked Rights. At the Effective Time, all options, warrants, profit interests, phantom equity or other equity-linked
or equity-based rights relating to Company Units, whether vested or unvested, shall be cancelled and extinguished, unless expressly provided
otherwise in this Agreement or in a written agreement between Purchaser and the applicable holder.

 (g)
 No Appraisal Rights. The holders of Company Units shall not be entitled to dissenter’s rights under the Utah Revised Uniform
Limited Liability Company Act with respect to the Merger, except to the extent such rights are validly waived pursuant to the Company’s
Operating Agreement or applicable Law.

 (h)
 Further Assurances. Each holder of Company Units shall, from and after the Effective Time, take such further actions and execute
such additional documents as Purchaser may reasonably request to evidence or effectuate the cancellation of Company Units and the vesting
of ownership of the Company in Purchaser.

 Section
2.3 Closing

 In
accordance with the terms and subject to the conditions of this Agreement, the Closing will take place remotely by the exchange of counterpart
signature pages via facsimile, electronic mail or portable document format, on the date that is three Business Days after the first date
on which all conditions set forth in Article VII shall have been satisfied or waived (other than those conditions that by their
terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof), or at such other time, date and place as
may be mutually agreed in writing by the Company and Purchaser.

 16

 Section
2.4 Deliverables by the Company at Closing

 At
or prior to the Closing, the Company shall deliver or cause to be delivered to Purchaser:

 (a)
a duly executed counterpart of each ancillary agreement to which the Company is a party, including the Registration Rights Agreement,
Lock-Up Agreement and Leak-Out Agreement;

 (b)
a duly executed counterpart of the Advisory Agreement;

 (c)
a duly executed counterpart of the Employment Agreement;

 (d)
a duly executed counterpart of the Escrow Agreement;

 (e)
any consents required to be obtained by the Company in connection with the transactions contemplated by this Agreement in a form reasonably
acceptable to Purchaser, duly executed by the Person or Persons from whom each such consent is required, except for such consents if
not obtained that would not cause a Company Material Adverse Effect;

 (f)
a certificate of an officer of the Company, in form and substance reasonably satisfactory to Purchaser, attaching copies of the documents
as set forth in Section 7.2(e)(i) , and certifying that each of the documents attached pursuant to clauses (A)-(C) of Section
7.2(e)(i) is true and complete;

 (g)
a certificate of an officer of the Company, in form and substance reasonably satisfactory to the Purchaser, certifying the accuracy of
clauses (a), (b) and (c) of Section 7.2(e) herein.

 (h)
a certificate of good standing and status as to the Company from the Secretary of State of the State of Utah, dated within five days
of the Closing Date, certifying that the Company is in good standing in the State of Utah and by the Secretary of State (or equivalent
Governmental Authority) of each other jurisdiction where the Company is qualified to do business, if any;

 (i)
a copy of the final report of the Independent Valuation Firm, duly addressed to the Purchaser and the Company, in a form reasonably acceptable
to both the Purchaser and the Company.

 (j)
true and complete copies of (i) the unaudited consolidated balance sheets of the Company as of December 31, 2024 and December 31, 2025,
and the related unaudited statements of operations and comprehensive income, changes in stockholders’ equity, and cash flows for
the fiscal years then ended, and (ii) the unaudited consolidated balance sheet of the Company as of the end of the most recent fiscal
quarter prior to the Closing Date and the related unaudited statements of operations and comprehensive income, changes in stockholders’
equity, and cash flows for the stub period then ended, which Company Financial Statements (as defined below) shall be delivered to Purchaser
and shall be prepared in accordance with U.S. GAAP and in a format suitable to permit Purchaser to complete an audit in accordance with
the standards of the PCAOB.

 17

 (k)
Payoff letters and evidence of release of Indebtedness and Liens as required by Section 8.8 .

 (l)
written resignations of directors and officers of the Company as requested by Purchaser, effective as of the Closing; and

 (m)
such other documents or instruments as Purchaser may reasonably request and are reasonable and necessary to consummate the transactions
contemplated by this Agreement.

 Section
2.5 Deliverables by Purchaser and Merger Sub at Closing

 At
or prior to the Closing, Purchaser shall deliver, or cause to be delivered, to the Company:

 (a)
a duly executed counterpart of each ancillary agreement to which the Company is a party, including the Registration Rights Agreement,
Lock-Up Agreement and Leak-Out Agreement;

 (b)
a duly executed counterpart of the Advisory Agreement;

 (c)
a duly executed counterpart of the Employment Agreement;

 (d)
a duly executed counterpart of the Escrow Agreement;

 (e)
payment of the cash portion of the Merger Consideration payable at Closing by wire transfer of immediately available funds to the accounts
designated by the Company prior to the Closing;

 (f)
evidence reasonably satisfactory to the Company of the issuance of the shares of Preferred Stock constituting the equity portion of the
Merger Consideration;

 (g)
certified copies of resolutions adopted by the Purchaser Board approving this Agreement and the Transactions contemplated hereby;

 (h)
a written consent of Purchaser, as the sole stockholder of Merger Sub, approving and adopting this Agreement and the Merger;

 (i)
a certificate of an officer of the Purchaser, in form and substance reasonably satisfactory to the Company, attaching copies of the documents
as set forth in Section 7.3(e)(i) , and certifying that each of the documents attached pursuant to clauses (A)-(C) of Section
7.3(e)(i) is true and complete;

 (j)
a certificate of an officer of the Purchaser, in form and substance reasonably satisfactory to the Company, certifying the accuracy of
clauses (a), (b) and (c) of Section 7.3(e) herein.

 18

 (k)
a duly executed Certificate of Merger in the form agreed by the Parties, ready for filing with the Secretary of State of the State of
Delaware promptly following the Closing;

 (l)
Receipt by Purchaser of the Payoff Letters and lien release documentation required under Section 8.8 ; and

 (m)
such other documents or instruments as the Company may reasonably require and are reasonable and necessary to consummate the transactions
contemplated by this Agreement.

 ARTICLE
III MERGER CONSIDERATION

 Section
3.1 Merger Consideration

 (a)
 Merger Consideration. The Merger Consideration consists of the Base Consideration (as defined below), which includes the Cash
Consideration (as defined below) and Equity Consideration (as defined below), and the Earn-Out payments.

 (b)
 Base Consideration. Subject to the terms and conditions of this Agreement, at the Effective Time, Purchaser shall pay or cause
to be paid to the Company Equityholders, as set forth in Section 3.1(a) of the Company Disclosure Schedule, aggregate consideration
in the amount of Two Million Eight Hundred Seventy-Five Thousand Dollars ($2,875,000) (the “ Base Consideration ”).

 (c)
 Cash Consideration . The cash portion of the Base Consideration shall equal Eight Hundred Seventy-Five Thousand Dollars ($875,000)
(the “ Cash Consideration ”) and shall be payable as follows:

 (i)
at the Closing, an amount equal to Three Hundred Fifty Thousand Dollars ($350,000);

 (ii)
on the sixtieth (60th) day following the Closing Date, an amount equal to Three Hundred Thousand Dollars ($300,000); and

 (iii)
on the one hundred twentieth (120th) day following the Closing Date, an amount equal to Two Hundred Twenty-Five Thousand Dollars ($225,000).

 The
Cash Consideration, other than the amounts due at Closing, which will be paid on the Closing Date, shall be paid by wire transfer of
immediately available funds to an account or accounts designated in writing by the Company not more than two (2) Business Days following
the applicable payment date. The Cash Consideration payable hereunder shall be increased or decreased, as applicable, by the amount of
any Working Capital adjustment determined pursuant to Section 3.1(d) based on the Estimated Closing Working Capital and the Final Working
Capital (as applicable).

 19

 (d)
 Equity Consideration .

 (i)
Subject to the Vesting Conditions, in addition to the Cash Consideration, Purchaser shall issue, according to the delivery schedule in
this Section 3.1(d) , to the Company Equityholders 888,888 shares of Preferred Stock in the amounts and to the persons as set forth
on Section 3.1(a) of the Company Disclosure Schedule (the “ Equity Consideration ”); provided, however,
the number of shares comprising the Equity Consideration or any tranche described in subsection (ii) below shall be equitably adjusted
for any stock split, reverse stock split, stock dividend or similar recapitalization event.

 (ii)
Subject to the Vesting Conditions being achieved or met on the applicable date, and subject to acceleration in connection with the occurrence
of the Accelerated Vesting Conditions as provided below, the Equity Consideration shall be issued and delivered in four (4) equal tranches
of 177,777 shares of Preferred Stock and one final tranche of 177,780 shares of Preferred Stock (each, a “ Preferred Tranche ”),
in each case pro rata to the persons as set forth on Section 3.1(a) of the Company Disclosure Schedule. The first Preferred Tranche
shall be issued and delivered one business day following the first end of a calendar quarter (i.e. March 31, June 30, September 30 and
December 31) following the six-month anniversary of the Closing Date on which the Base Vesting Conditions are satisfied at any time during
such calendar quarter. The second, third, fourth and fifth Preferred Trance shall be issued and delivered one business day following
the second, third, fourth and fifth, respectively, end of a calendar quarter following the six-month anniversary of the Closing Date
on which the Base Vesting Conditions are satisfied at any time during such calendar quarter. Notwithstanding the foregoing, to the extent
any Preferred Tranche is not required to be issued and delivered by January 15, 2034 (the “ Final Vesting Date ” ),
then such Preferred Tranche shall never be issued and delivered and shall be forfeited. Notwithstanding the foregoing if the Accelerated
Vesting Conditions are satisfied at any time between Closing and the Final Vesting Date, then all of the Equity Consideration that has
not been issued and delivered shall be issued and delivered one business day following the date on which the Accelerated Vesting Conditions
are met. For avoidance of doubt, any quarters in which the applicable Vesting Conditions are not satisfied shall not reduce the number
of Preferred Tranches issuable in subsequent quarters in which such applicable Vesting Conditions are satisfied, and each quarter in
which Vesting Conditions are satisfied shall result in the issuance and delivery of the next unissued Preferred Tranche. For the avoidance
of doubt, no Preferred Tranche shall be deemed issued, outstanding, owned, beneficially owned or constructively received unless and until
actually issued and delivered in accordance with Section 3.1(d), and no holder shall have any rights with respect thereto prior to such
issuance, except as expressly set forth in this Agreement.

 (iii)
All shares of Preferred Stock issued as Equity Consideration shall be duly authorized, validly issued, fully paid and nonassessable and
shall be issued in reliance on an exemption from registration under the Securities Act.

 20

 (e)
 Working Capital Adjustment.

 (i)
 Estimated Closing Working Capital. Not fewer than three (3) Business Days prior to the Closing Date, the Company shall prepare
and deliver to Purchaser a written statement setting forth the Company’s good-faith estimate of Final Working Capital as of 11:59
p.m. Eastern Time on the day immediately preceding the Closing Date (the “ Estimated Closing Working Capital ”),
prepared in accordance with U.S. GAAP applied on a consistent basis with past practice and consistent with the principles set forth on
 Section 3.1(e) of the Company Disclosure Schedule.

 (ii)
 Closing Adjustment Based on Estimate. The Base Consideration payable at the Closing and thereafter may be adjusted dollar-for-dollar
as follows: (i) if the Estimated Closing Working Capital is less than the Target Working Capital, the Base Consideration shall be reduced
by the amount of such deficiency; and (ii) if the Estimated Closing Working Capital is greater than the Target Working Capital, the Base
Consideration shall be increased by the amount of such excess. Any adjustment pursuant to this Section 3.1(e)(ii) shall be reflected
in the Cash Consideration payable at Closing to the extent practicable, with the remainder (if any) settled pursuant to Section 3.1(e)(v).

 (iii)
 Post-Closing Working Capital Statement . Within fifty-five (55) days following the Closing Date, Purchaser shall prepare and deliver
to the Company a written statement setting forth Purchaser’s calculation of Final Working Capital as of the Closing Date (the “ Final
Working Capital Statement ”), together with reasonable supporting detail. The Final Working Capital Statement shall be prepared
in accordance with U.S. GAAP applied on a consistent basis with past practice and consistent with the principles set forth on Section
3.1(e) of the Company Disclosure Schedule.

 (iv)
 Review and Dispute Resolution . The Purchaser shall have thirty (30) days following receipt of the Final Working Capital Statement
to review such statement and notify Company in writing of any dispute, setting forth in reasonable detail the basis for such dispute
(the “ Working Capital Dispute Notice ”). During the review period, Purchaser shall provide the Company and its
Representatives with reasonable access to the relevant books, records, and personnel of the Surviving Corporation for purposes of verifying
the Final Working Capital Statement. If the Purchaser does not timely deliver a Working Capital Dispute Notice, the Final Working Capital
Statement shall be final, conclusive, and binding. If a Working Capital Dispute Notice is timely delivered and the Parties are unable
to resolve the dispute within fifteen (15) days, the unresolved matters shall be submitted to an independent accounting firm of nationally
recognized standing, mutually agreed by the Parties (the “ Independent Accountant ”), acting as an expert and
not an arbitrator. The determination of the Independent Accountant shall be final, conclusive, and binding on the Parties, and judgment
thereon may be entered in any court of competent jurisdiction. The fees and expenses of the Independent Accountant shall be borne by
the Party whose position is not substantially upheld, as determined by the Independent Accountant.

 (v)
 Final Settlement . If the Final Working Capital (as finally determined pursuant to this Section 3.1(e)): (i) is less than the Target
Working Capital, the Company Equityholders shall pay to Purchaser an amount equal to such deficiency; or (ii) is greater than the Target
Working Capital, Purchaser shall pay to the Company Equityholders an amount equal to such excess. Any payment required pursuant to this
Section 3.1(d)(vi) shall be paid in cash within ten (10) Business Days following final determination.

 21

 (vi)
 Allocation of Adjustment to Cash Consideration. Any adjustment to the Base Consideration pursuant to this Section 3.1(e) (whether
based on the Estimated Closing Working Capital or the Final Working Capital) shall be applied solely as an adjustment to the Cash Consideration.
For the avoidance of doubt, the Equity Consideration shall not be increased, reduced or otherwise adjusted as a result of any Working
Capital adjustment.

 (vii)
 Exclusivity of Adjustment . The adjustments set forth in this Section 3.1(e) shall be the sole and exclusive adjustment to the
Base Consideration relating to Final Working Capital, and neither Party shall have any further adjustment or claim with respect thereto,
except in the case of fraud.

 (f)
 Withholding . Purchaser and its Affiliates shall be entitled to deduct and withhold from the Cash Consideration or Equity Consideration
such amounts as are required to be deducted or withheld with respect to the making of such payments under applicable Law. Any amounts
so withheld and remitted shall be treated as having been paid for all purposes of this Agreement to the Person in respect of which such
withholding was made.

 (g)
 No Interest . Except as expressly provided in this Agreement, no interest shall accrue or be payable on any portion of the Base
Consideration.

 (h)
 No Fractional Shares . No fractional shares of Preferred Stock shall be issued pursuant to this Agreement. Any fractional share
otherwise issuable shall be rounded down to the nearest whole share.

 Section
3.2 Liquidity; Transfer Restrictions; Resale

 (a)
 Allocation of Equity Consideration . The Equity Consideration shall consist of 888,888 shares of Purchaser’s Preferred Stock
having an aggregate value of Two Million Dollars ($2,000,000). The Preferred Stock shall be convertible into Purchaser Common Stock at
the option of the holder at any time in accordance with the Certificate of Designation. All shares of Preferred Stock issued as Equity
Consideration shall be subject to the restrictions and registration provisions set forth in this Section 3.2.

 (b)
 Unregistered Securities; Restricted Shares. All shares of Preferred Stock issued as Equity Consideration pursuant to this Agreement,
and any shares of Purchaser Common Stock issuable upon conversion thereof or any shares of Purchaser Common Stock issuable in connection
with the Earn-Out (if any), shall be deemed “restricted securities” within the meaning of Rule 144 under the Securities Act
and shall be subject to the restrictions and registration provisions set forth in this Section 3.2. Such securities have not been registered
under the Securities Act or any applicable state securities laws and are being issued in reliance upon the exemption from registration
provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

 22

 (c)
 Registration Rights Agreement. At or prior to the Closing, Purchaser and the Company Equityholders shall enter into a registration
rights agreement, substantially in the form attached hereto as Exhibit A (the “ Registration Rights Agreement ”).
Pursuant to the Registration Rights Agreement, Purchaser shall grant the Company Equityholders customary resale registration rights as
discussed in Section 3.2(d) below.

 (d)
 Resale Registration . Subject to the terms of the Registration Rights Agreement and Lock-Up Agreement:

 (i)
Within thirty (30) days following the Closing Date, Purchaser shall file with the SEC a resale registration statement on Form S-1 or
Form S-3 (if eligible), or a prospectus supplement to an existing effective shelf registration statement (the “ Resale Registration
Statement ”), covering the resale of (i) the shares of Preferred Stock issued pursuant to this Agreement and (ii) the shares
of Purchaser Common Stock issuable upon conversion thereof (the “ Registrable Securities ”).

 (ii)
Purchaser shall use commercially reasonable efforts to cause the Resale Registration Statement to be declared effective by the SEC as
promptly as practicable following the filing thereof and shall keep such Resale Registration Statement continuously effective until the
earlier of (i) the date on which all Registrable Securities covered thereby have been sold or (ii) the date on which all Registrable
Securities may be sold without restriction under Rule 144.

 (iii)
Purchaser shall notify the holders of the Registrable Securities promptly upon the effectiveness of the Resale Registration Statement.

 (iv)
Purchaser shall bear all fees, costs, and expenses incurred in connection with the filing, effectiveness, and maintenance of the Resale
Registration Statement, other than underwriting discounts, brokerage commissions, or transfer taxes attributable to the sale of Registrable
Securities by the holders thereof.

 (v)
The registration rights set forth in this Article III are the sole registration rights granted to the holders of the Registrable
Securities, and no holder shall have any demand, piggyback or shelf takedown rights other than as expressly set forth in the Registration
Rights Agreement.

 (e)
 Lock-Up.

 (i)
 General . All shares of Preferred Stock issued as Equity Consideration pursuant to this Agreement, and any shares of Purchaser
Common Stock issuable upon conversion thereof, and the Earn-Out Shares (if any) are restricted securities and shall be subject to the
transfer restrictions set forth in this Section 3.2, the Registration Rights Agreement, Lock-Up Agreement, Leak-Out Agreement and applicable
securities laws.

 23

 (ii)
 Restrictions . (A) 666,666 shares of Preferred Stock having an aggregate value equal to One Million Five Hundred Thousand Dollars
($1,500,000) of the Equity Consideration (the “ Restricted Preferred Shares ”), and any shares of Purchaser Common
Stock issuable upon conversion thereof, shall be subject to a lock-up for a period of six (6) months following the Closing Date, during
which time such securities may not be sold, transferred, pledged, hedged, or otherwise disposed of, except as expressly permitted pursuant
to the applicable lock-up agreement (the “ Lock-Up Agreement ”); and (B) 222,222 shares of Preferred Stock having
an aggregate value equal to Five Hundred Thousand Dollars ($500,000) of the Equity Consideration, and any shares of Purchaser Common
Stock issuable upon conversion thereof, shall be subject to a lock-up for a period of ninety (90) days following the Closing Date, during
which time such securities may not be sold, transferred, pledged, hedged, or otherwise disposed of, except as expressly permitted pursuant
to the applicable Lock-Up Agreement. The form of Lock-Up Agreement is substantially in the form attached hereto as Exhibit B .

 (f)
 Leak-Out . Following the expiration of the lock-up periods described in Section 3.2(e)(ii) above, the holders of Registrable Securities
shall be subject to a leak-out arrangement governing the volume, timing, and manner of resale of such securities, as set forth in a leak-out
agreement to be entered into by the holders and Purchaser at or prior to the Closing (the “ Leak-Out Agreement ”).
The form of Leak-Out Agreement is substantially in the form attached hereto as Exhibit C .

 (g)
 No Impairment . Purchaser shall not take any action, the primary purpose or reasonably foreseeable effect of which is to impair
or delay the ability of any holder of Registrable Securities to sell such securities in accordance with the effective registration statement,
the Lock-Up Agreement, or the Leak-Out Agreement

 (h)
 Price-Based Acceleration . If at any time following Closing the closing price of Purchaser Common Stock equals or exceeds two (2)
times the Reference Price for twenty (20) consecutive Business Days (or for twenty (20) Business Days within any thirty (30)-day trading
period), then all contractual transfer restrictions applicable to the Restricted Preferred Shares (and the Purchaser Common Stock issuable
upon conversion thereof) shall automatically terminate, and such securities shall thereafter be transferable subject only to applicable
securities laws.

 24

 (i)
 Restrictive Legends . Certificates or book-entry statements representing the Preferred Stock issued as Equity Consideration and
any shares of Purchaser Common Stock issuable upon conversion thereof and the Earn-Out Shares (if any) shall bear a restrictive legend
substantially in the following form (and such other legends as may be required by applicable state securities laws):

 THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE
SECURITIES LAWS AND ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS SET FORTH IN THE MERGER AGREEMENT, DATED MAY 21, 2026, AND A REGISTRATION
RIGHTS AGREEMENT, DATED AS OF THE CLOSING DATE, IN EACH CASE BY AND AMONG THE COMPANY AND THE HOLDERS NAMED THEREIN. THE SECURITIES MAY
NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
UNDER THE SECURITIES ACT OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES OR BLUE SKY LAWS, AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY
SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT, OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT.

 THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF MAY
21, 2026, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ ISSUER ”) AND THE ISSUER’S SECURITY HOLDER
NAMED THEREIN, AS AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON
WRITTEN REQUEST.

 (j)
 Removal of Legends. The restrictive legend applicable to the Preferred Stock issued as Equity Consideration and any shares of
Purchaser Common Stock issuable upon conversion thereof and to Earn-Out Shares shall be removed, and the Company shall cause such securities
to be issued or reissued without restrictive legends (including by book-entry through the Depositary Trust Company), if (i) such securities
are registered for resale under the Securities Act pursuant to an effective registration statement and are sold in compliance therewith,
(ii) such securities have been validly sold pursuant to Rule 144 under the Securities Act, or (iii) such securities are eligible for
resale under Rule 144 without volume or manner-of-sale restrictions and without the requirement that the Company be in compliance with
the current public information requirements of Rule 144; provided that the Company and its Transfer Agent may require customary documentation
in connection therewith, including reasonable representation letters indemnity and/or a legal opinion of counsel reasonably satisfactory
to the Company and its Transfer Agent. Upon satisfaction of the foregoing conditions, the Company shall use commercially reasonable efforts
to cause legend removal within three (3) Business Days and shall not re-impose such legend or a stop-transfer restriction except as required
by applicable Law.

 (k)
 Equity Consideration; Earn-Out Shares . The Equity Consideration shall be paid in the form of shares of a validly authorized shares
of Preferred Stock of Purchaser. The Preferred Stock shall have the rights, preferences, privileges, limitations and conversion features
set forth in the applicable Certificate of Designation, including the right of the holder to convert the Preferred Stock into shares
of Purchaser Common Stock in accordance with the terms thereof. The Earn-Out Shares (if any) shall be duly authorized, validly issued,
fully paid and non-assessable. Purchaser hereby represents and warrants that it has taken all necessary corporate action to authorize
the creation, designation, issuance, and delivery of the Preferred Stock as Equity Consideration and that, when issued pursuant to this
Agreement, the Preferred Stock shall be duly authorized, validly issued, fully paid and non-assessable.

 25

 ARTICLE
IV EARN-OUT

 Section
4.1 Earn-Out Period; General Framework

 (a)
 Earn-Out Period. In addition to the Base Consideration, the Company Equityholders listed on Section 3.1(a) of the Company
Disclosure Schedule shall be eligible to receive additional contingent consideration (the “ Earn-Out ”) based
on the financial performance of the Business during each of the three (3) consecutive calendar years ending December 31, 2026, December
31, 2027 and December 31, 2028 (each, an “ Earn-Out Year ,” and collectively, the “ Earn-Out Period ”).

 Section
4.2 Earn-Out Payments

 (a)
 Guaranteed Earn-Out. Notwithstanding actual performance during the Earn-Out Period, Purchaser shall pay to the Company Equityholders
a guaranteed earn-out payment in the amount of One Hundred Thousand Dollars ($100,000) for each Earn-Out Year (the “ Guaranteed
Earn-Out ”). Each installment of the Guaranteed Earn-Out shall be payable in cash within sixty (60) days following the end
of the applicable Earn-Out Year. The Guaranteed Earn-Out shall not be subject to offset, clawback, or forfeiture except in the event
of fraud or willful misconduct by the Company Equityholders.

 (b)
 Performance-Based Earn-Out.

 (i)
 Earn-Out Metrics . In addition to the Guaranteed Earn-Out, the Company Equityholders shall be eligible to receive additional Performance
Earn-Out payments based on U.S. GAAP-recognized Gross Profit derived from Qualifying Revenue generated during each Earn-Out Year (the
“ Gross Profit ”). Gross Profit shall be calculated in accordance with U.S. GAAP applied consistently with the
practices used in the Company Financial Statements delivered pursuant to Section 2.4(j), without giving effect to any changes in accounting
principles, methods, estimates or policies implemented by Purchaser or its Affiliates after the Closing Date that would reasonably be
expected to reduce Gross Profit.

 (ii)
 Baseline Carve-Out Amount . No Performance Earn-Out shall be payable unless and until Gross Profit for the applicable Earn-Out
Year exceeds the Baseline Carve-Out Amount.

 (iii)
 Performance Participation . The Performance Earn-Out for each Earn-Out Year shall equal the Applicable Percentage of Gross Profit
in excess of the applicable Baseline Carve-Out Amount. The Baseline Carve-Out Amount functions solely as a threshold for the Performance
Earn-Out and does not affect the calculation of Gross Profit.

 26

 (iv)
 Gross Margin Floor . No Performance Earn-Out shall be payable for any Earn-Out Year unless the Gross Profit as a percentage of
Qualifying Revenues achieved for such Earn-Out Year equals or exceeds the following minimum thresholds: (x) 55% for the 2026 Earn-Out
Year; (y) 65% for the 2027 Earn-Out Year; and (z) 65% for the 2028 Earn-Out Year (the “ Gross Margin Floor ” ) .

 (v)
 Payment Mix . Any Performance Earn-Out payment earned for an Earn-Out Year shall be paid fifty percent (50%) in cash and fifty
percent (50%) in shares of Purchaser Common Stock (the “ Earn-Out Shares ”) (or such other equity securities
issued in substitution or conversion thereof), subject to applicable securities laws. The number of Earn-Out Shares to be issued shall
be determined by dividing the equity portion of the applicable Performance Earn-Out by the twenty (20)-trading day volume-weighted average
price VWAP of the Purchaser Common Stock ending on and including the trading day immediately prior to December 31 of the applicable Earn-Out
Year.

 (vi)
 Calculation and Payment . Within sixty (60) days following the end of each Earn-Out Year, Purchaser shall calculate in good faith
the Performance Earn-Out, if any, based on audited financial statements of Purchaser and the financial information relating to the Business
for such Earn-Out Year, and shall pay any amounts due concurrently with delivery of such calculation. Such calculation shall be accompanied
by reasonable supporting detail and a certification by an officer of Purchaser that it was prepared in accordance with this Article IV.

 (c)
 Participation Percentage . Subject to satisfaction of the Gross Margin Floor, the Company Equityholders shall be entitled to receive
the applicable percentage of Gross Profit in excess of the applicable Baseline Carve-Out Amount for each Earn-Out Year.

 Section
4.3 Change of Control; Acceleration

 In
the event that Purchaser consummates a Change of Control at any time during the Earn-Out Period, then, effective immediately prior to
the consummation of such Change of Control:

 (a)
all unpaid Guaranteed Earn-Out amounts for the remaining Earn-Out Years shall automatically accelerate and become immediately due and
payable in cash to the Company Equityholders; and

 (b)
the Performance Earn-Out shall be deemed earned at the maximum level for each remaining Earn-Out Year, assuming Gross Profit exceeds
the applicable Baseline Carve-Out Amount, and such amounts shall become immediately due and payable, with fifty percent (50%) payable
in cash and fifty percent (50%) payable in Purchaser Common Stock or other equity securities issued in connection with such Change of
Control.

 Section
4.4 Post-Closing Covenants Regarding Operation of the Business

 (a)
During the Earn-Out Period, Purchaser shall, and shall cause its Affiliates (including the Surviving Corporation) to:

 (i)
operate the Business in good faith and in accordance with its good-faith business judgment in the best interests of Purchaser and its
shareholders taken as a whole; and

 27

 (ii)
maintain separate books and records for the Business sufficient to calculate Qualifying Revenue and Gross Profit on a consistent basis.

 (b)
Purchaser shall provide the Company Equityholders (or their designated representative) with quarterly written reports no earlier than
the date on which Purchaser files (or is required to file, giving effect to any extensions) its quarterly report on Form 10-Q for such
fiscal quarter, and in any event within forty-five (45) days after the end of such fiscal quarter (or, if applicable, within five (5)
additional Business Days thereafter) during the Earn-Out Period, setting forth in reasonable detail the Qualifying Revenue and Gross
Profit for such quarter, together with supporting schedules. In addition, with respect to each fiscal year during the Earn-Out Period,
Purchaser shall provide an annual report no earlier than the date on which Purchaser files (or is required to file, giving effect to
any extensions) its annual report on Form 10-K for such fiscal year, and in any event within ninety (90) days after the end of such fiscal
year (or, if applicable, within five (5) additional Business Days thereafter). Purchaser shall also provide reasonable access during
normal business hours to the books, records, and personnel of the Surviving Corporation and Purchaser (to the extent related to the Earn-Out
metrics) upon reasonable advance notice, subject to customary confidentiality protections.

 Section
4.5 Dispute Resolution

 (a)
Within sixty (60) days following the end of each Earn-Out Year, Purchaser shall deliver to the Company Equityholders (or their representative)
the Earn-Out calculation together with supporting documentation (the “ Earn-Out Statement ”).

 (b)
The Company Equityholders shall have thirty (30) days following receipt of the Earn-Out Statement to review it and deliver a written
notice of objection (an “ Objection Notice ”) setting forth in reasonable detail any disputed items. If no Objection
Notice is delivered within such thirty (30)-day period, the Earn-Out Statement shall be final and binding.

 (c)
If an Objection Notice is timely delivered, the Parties shall negotiate in good faith for fifteen (15) days to resolve the disputed items.
If the Parties are unable to resolve all disputes within such period, the remaining disputed items shall be submitted to the Independent
Accountant (as defined in Section 3.1(d)(iv), or if unavailable, a mutually agreed nationally recognized independent accounting firm),
which shall act as an expert and not as an arbitrator. The Independent Accountant shall resolve only the matters in dispute and shall
deliver its determination in writing within thirty (30) days after submission (or such longer period as the Independent Accountant may
reasonably require). The determination of the Independent Accountant shall be final, conclusive, and binding on the Parties, and judgment
may be entered thereon in any court of competent jurisdiction. The fees and expenses of the Independent Accountant shall be borne by
the Party whose position is not substantially upheld (as determined by the Independent Accountant) or proportionally if both Parties
prevail in part.

 (d)
Purchaser shall pay any finally determined Earn-Out amounts within ten (10) Business Days after final determination.

 Section
4.6 General

 All
calculations shall be made in good faith under this Article IV without duplication and in a manner consistent with the definitions herein.

 28

 ARTICLE
V REPRESENTATIONS AND WARRANTIES OF THE COMPANY

 All
representations and warranties set forth herein are made as of the Execution Date and subject to the exceptions noted in the schedules
delivered to Purchaser concurrently herewith and identified by the Parties as the “ Company Disclosure Schedule ”.
No specific representation or warranty will limit the generality or applicability of a more general representation or warranty. Each
individual section of the Company Disclosure Schedule will be numbered to correspond to the paragraph of the section of this Agreement
to which it relates. The Company hereby makes the following representations and warranties to Purchaser as of the date of this Agreement
(or in the case of representations and warranties that speak as of an earlier specified date, as of such specified date):

 Section
5.1 Organization, Standing, and Corporate Power of the Company

 (a)
The Company is duly organized, validly existing and in good standing as a corporation under the laws of the State of Utah. The Company
is duly qualified or licensed as a foreign corporation or other organization to do business, and is in good standing, in each jurisdiction
where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing
necessary, except for such failures to be so qualified or licensed and in good standing that would not individually or in the aggregate
be expected to have a Company Material Adverse Effect.

 (b)
Set forth on Section 5.1(b) of the Company Disclosure Schedule is a complete and accurate list of all of the Company Subsidiaries,
including the date and jurisdiction of formation or incorporation of each Subsidiary. The Company conducts its operations through the
Company and the Company Subsidiaries. The Company owns all of the issued and outstanding equity securities of such Company Subsidiaries.

 (c)
True and complete copies of the Organizational Documents, all equity records, and all other records of the Company have been delivered
or otherwise made available to Purchaser. All of the books and records of the Company and its Organizational Documents have been maintained
in the Ordinary Course of Business and fairly reflect, in all material respects, all transactions of the Company. The Company is not
in violation, in any material respect, of its Organizational Documents.

 (d)
 Section 5.1(d) of the Company Disclosure Schedule sets forth a list of all directors and officers of the Company and the Company
Subsidiaries.

 Section
5.2 Due Authorization

 The
Company has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate
the transactions contemplated hereby. The execution and delivery by the Company of this Agreement and the performance of its obligations
hereunder and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Company, and no other
action on the part of the Company is necessary. This Agreement has been duly and validly executed and delivered by the Company and, assuming
the due authorization, execution, and delivery by each of the other Parties, is the legal, valid, and binding obligation of the Company,
enforceable against it in accordance with its terms, except as the enforceability may be limited by (a) applicable bankruptcy, insolvency,
moratorium, reorganization, fraudulent conveyance, or similar laws in effect that affect the enforcement of creditors’ rights generally
or (b) general principles of equity.

 29

 Section
5.3 No Conflict

 The
execution and delivery of this Agreement by the Company, and the consummation of the transactions contemplated hereby, do not and will
not violate any provision of, or result in the breach of, any applicable Law, rule or regulation of any Governmental Authority, the Organizational
Documents of the Company or the Company Subsidiaries, or any agreement, indenture or other instrument to which the Company is a party
or by which the Company may be bound, or of any Governmental Order applicable to the Company, or terminate or result in the termination
of any such agreement, indenture, or instrument, or result in the creation of any Lien upon any of the properties or assets of the Company
or constitute an event that, after notice or lapse of time or both, would result in any such violation, breach, acceleration, termination
or creation of a Lien or result in a violation or revocation of any required license, permit or approval from any Governmental Authority
or other Person, except to the extent that the occurrence of any of the foregoing would not have a Company Material Adverse Effect on
the ability of the Company to enter into and perform its obligations hereunder.

 Section
5.4 Governmental Authorities; Consents

 Except
as set forth on Section 5.4 of the Company Disclosure Schedule, no material consent, approval or authorization of, or designation,
declaration or filing with, any Governmental Authority or other third party is required on the part of the Company with respect to the
Company’s execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby.

 Section
5.5 Brokers

 No
broker, finder or investment banker or other Person is entitled to any brokerage, finder’s or other fee or commission from the
Company, any Company Subsidiary, or any of their respective Affiliates in connection with this Agreement or the transactions contemplated
hereby upon arrangements made by or on behalf of the Company, any Company Subsidiary, or their respective Affiliates.

 Section
5.6 Legal Proceedings; Litigation

 There
are no Actions pending or, to the Knowledge of the Company, threatened, against or by the Company, any executive officer or director
of the Company or, to the Knowledge of the Company, the Company Subsidiary, or any property or asset of the Company or, to the Knowledge
of the Company, the Company Subsidiary, that challenge or seek to prevent, enjoin, or otherwise delay the transactions contemplated by
this Agreement. Neither the Company nor, to the Knowledge of the Company, any officer or director of the Company nor any Company Subsidiary,
nor any material property or asset of the Company or, to the Knowledge of the Company, any Company Subsidiary, is subject to any material
continuing order of, consent decree, settlement agreement or other similar written agreement with, or, to the Knowledge of the Company,
continuing investigation by, any Governmental Authority, or any order, writ, judgment, injunction, decree, determination or award of
any Governmental Authority, that would prevent, enjoin, or otherwise delay the transactions contemplated by this Agreement.

 30

 Section
5.7 Capitalization of the Company; Subsidiaries

 (a)
The authorized share capital of the Company consists of 600,000,000 Company Units, consisting of 500,000,000 Class A Units and 100,000,000
Class B Units. As of May 21, 2026, there were 526,315,790 Company Units issued and outstanding, consisting of 498,500,000 Class A Units
and 27,815,790 Class B Units. All of the issued and outstanding Company Units have been duly authorized and are validly issued, fully
paid and non-assessable. The issued and outstanding Company Units constitute all of the issued and outstanding equity of the Company.

 (b)
Neither the Company nor any Company Subsidiary presently has any option or incentive plans. Other than as set out in Section 5.7
of the Company Disclosure Schedule, there are no outstanding bonds, debentures, notes or other indebtedness of any kind or other securities
of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter.
There are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements, or undertakings of any
kind to which the Company is a party or by which the Company is bound obligating the Company to issue, deliver or sell, or cause to be
issued, delivered or sold, additional shares of capital stock or other equity or voting securities of the Company or any Company Subsidiary
or obligating the Company to issue, grant, extend, or enter into any such security, option, warrant, call, right, commitment, agreement,
arrangement, or undertaking. There are no outstanding contractual obligations, commitments, understandings, or arrangements of the Company
to repurchase, redeem, or otherwise acquire or make any payment in respect of any shares of capital stock of the Company or any Company
Subsidiary.

 (c)
The Company has no Subsidiaries other than the Company Subsidiaries.

 Section
5.8 Employee Benefit Plans

 Other
than as set out in Section 5.8 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary maintains or
has in the past maintained any Employee Benefit Plan other than such Employee Benefit Plans expressly specified in any individual employment
agreement or contractor agreement with such employees and contractors of the Company.

 Section
5.9 Organization and Qualification of the Company Subsidiary

 (a)
Each of the Company Subsidiaries is duly organized, validly existing and in good standing under the laws of its incorporation or formation,
as the case may be. Each Company Subsidiary has the requisite power and authority and all government licenses, authorizations, permits,
consents and approvals required to own, operate, or lease its properties and to carry on its business as currently conducted. Each Company
Subsidiary is duly qualified or licensed to do business and is in good standing (or equivalent status) in each jurisdiction in which
the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary, except where
the failure to be so qualified or licensed (individually or in the aggregate) would not have a Company Material Adverse Effect.

 (b)
True and complete copies of the Organizational Documents of each Company Subsidiary, and all equity records and all other records of
each such Company Subsidiary have been provided by the Company to Purchaser.

 31

 Section
5.10 Capitalization of the Company Subsidiaries

 The
Company Subsidiaries are authorized to issue that number and kind of securities as are respectively listed on Section 5.10 of the Company
Disclosure Schedule, all of which are issued and outstanding and held by the Company. No other shares or equity securities of the Company
Subsidiaries are authorized, issued, reserved for issuance or outstanding. All of the outstanding securities of each of the Company Subsidiaries
are duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights, unless otherwise provided in
its Organizational Documents. There are no outstanding bonds, debentures, notes, or other indebtedness of any kind, or other securities
of the Company Subsidiaries having the right to vote (or be convertible into, or exchangeable for, securities having the right to vote)
on any matters. There are presently no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements,
or undertakings of any kind to which any Company Subsidiaries are a party or by which it is bound obligating the Company Subsidiaries
to issue, deliver, or sell, or cause to be issued, delivered, or sold, any additional share or other equity, voting or otherwise, of
the Company Subsidiaries or obligating the Company Subsidiaries to issue, grant, extend, or enter into any such security, option, warrant,
call, right, commitment, agreement, arrangement, or undertaking. There are no outstanding contractual obligations, commitments, understandings,
or arrangements of any Company Subsidiaries to repurchase, redeem, or otherwise acquire or make any payment in respect of any shares
of capital stock of the Company Subsidiaries.

 Section
5.11 Subsidiaries

 Each
of the Company Subsidiaries does not have any Subsidiaries and does not own, directly or indirectly, any equity or other ownership interest
in any Person.

 Section
5.12 Properties

 Neither
the Company nor any Company Subsidiary owns any real property. Either the Company or the Company Subsidiary has good, clear and marketable
title to all the tangible properties and tangible assets reflected in the latest balance sheet included in the Company Financial Statements
as being owned by the Company or Company Subsidiary or acquired after the date thereof that are, individually or in the aggregate, material
to the Business (except properties sold or otherwise disposed of since the date thereof in the Ordinary Course of Business), free and
clear of all Liens (other than Permitted Liens). Any real property and facilities held under lease by the Company or the Company Subsidiary
are held by it under valid, subsisting and enforceable leases with which the Company and/or the Company Subsidiary, as applicable, is
in compliance, except as would not, individually or in the aggregate, have or reasonably be expected to result in a Company Material
Adverse Effect.

 32

 Section
5.13 Absence of Certain Changes

 Except
for actions expressly contemplated by this Agreement and the Merger, since March 31, 2026, (a) the Company and Company Subsidiaries have
conducted their business only in the ordinary course of business, (b) there has not been a Company Material Adverse Effect, (c) neither
the Company nor any Company Subsidiary has abandoned, cancelled, or dedicated to the public, or other than in the ordinary course of
business, transferred, assigned, or granted any license or sublicense of any rights under or with respect to any Intellectual Property,
and (d) neither the Company nor any Company Subsidiary have taken any action or committed or agreed to take any action that would be
prohibited by Section 8.1 if such action were taken on or after the date hereof without the consent Purchaser.

 Section
5.14 Material Agreement Defaults

 Neither
the Company nor any Company Subsidiary is, nor have received any notice, nor to the Knowledge of the Company is any other Person, in
default in any material respect under any Material Agreement and, to the Knowledge of the Company, there has not occurred any event that
with the lapse of time or the giving of notice or both would constitute such a material default. For purposes of this Agreement, a “ Material
Agreement ” means any contract, agreement or commitment that is effective as of the Execution Date to which the Company
or the Company Subsidiary is a party (a) with expected receipts or expenditures in excess of $100,000 individually or $500,000 in the
aggregate in any 12-month period, (b) requiring the Company or the Company Subsidiary to indemnify any person in excess of $100,000 in
a single transaction or $500,000 in a series or related events, (c) granting exclusive rights to any Person in excess of $100,000 individually,
(d) evidencing indebtedness for borrowed or loaned money in excess of $100,000 or more in a single transaction or $500,000 or more in
a series or related transactions, including guarantees of such indebtedness, or (e) that, with expected receipts or expenditures in excess
of $100,000 individually, if breached by the Company or the Company Subsidiary in such a manner would (i) permit any other party to cancel
or terminate the same (with or without notice of passage of time), (ii) provide a basis for any other party to claim money damages (either
individually or in the aggregate with all other such claims under that contract) from the Company or the Company Subsidiary, or (iii)
give rise to a right of acceleration of any material obligation or loss of any material benefit under any such contract, agreement or
commitment.

 Section
5.15 Accounts Receivable

 To
the Knowledge of the Company, all of the accounts receivable of the Company and the Company Subsidiaries that are reflected in the Company
Financial Statements or the accounting records of the Company and the Company Subsidiaries represent or will represent valid obligations
arising from sales actually made or services actually rendered in the Ordinary Course of Business.

 Section
5.16 Financial Statements of the Company and the Company Subsidiary

 (a)
 Section 5.16 of the Company Disclosure Schedule sets forth true and complete copies of the audited consolidated balance sheet
of the Company as of December 31, 2024 and December 31, 2025 and the related statement of loss and comprehensive loss, changes in stockholders’
equity and cash flows for period from January 1, 2026 to March 31, 2026 including, the notes thereto (collectively, the “ Company
Financial Statements ”).

 33

 (b)
The Company Financial Statements (including the notes thereto) fairly present, in all material respects, the consolidated financial position,
results of operations, changes in stockholders’ equity, and cash flows of the Company and/or its consolidated Subsidiaries as at
the date thereof and for the period indicated therein, except as otherwise noted therein and subject to normal and recurring year-end
adjustments and the absence of notes. The Company Financial Statements are based upon and consistent with information contained in the
books and records of the Company and its Subsidiaries in all material respects.

 (c)
Except as and to the extent set forth on the Company Financial Statements, the Company and its Subsidiaries do not have any liability
or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in
accordance with U.S. GAAP.

 (d)
The Company has not identified, and has not received from any independent auditor of the Company any written notification of, (i) any
significant deficiency or material weakness in the system of internal accounting controls utilized by the Company, (ii) any fraud, whether
or not material, that involves the Company’s management or other employees who have a significant role in the preparation of Company
Financial Statements or the internal accounting controls utilized by the Company or (iii) any written claim or allegation regarding any
of the foregoing.

 (e)
There are no outstanding loans or other extensions of credit made by the Company or any Company Subsidiary to any executive officer (as
defined in Rule 3b-7 under the Exchange Act) or director of the Company or any Company Subsidiary.

 (f)
The Company Financial Statements have not been audited as of the Execution Date. Within seventy-five (75) days following the Closing
Date, the Company Financial Statements shall be audited in accordance with U.S. GAAP and the standards of the PCAOB, and upon completion
shall comply in all material respects with the applicable accounting and reporting requirements of the SEC.

 Section
5.17 Environmental Matters

 To
the Knowledge of the Company, the operation of the Business is not subject to any environmental regulation.

 Section
5.18 Private Placement . Each Company Equityholder hereby represents and warrants to Purchaser,
severally and not jointly, that:

 (a)
such Company Equityholder is acquiring the equity securities of Purchaser issued pursuant to this Agreement (including the Preferred
Stock, any shares of Purchaser Common Stock issuable upon conversion thereof, and any Earn-Out Shares) for its own account for investment
purposes only, and not with a present view to, or for resale in connection with, any distribution thereof in violation of the Securities
Act;

 34

 (b)
such Company Equityholder is either (i) an “accredited investor” within the meaning of Rule 501(a) of Regulation D
promulgated under the Securities Act, or (ii) a sophisticated investor with sufficient knowledge and experience in financial and business
matters as to be capable of evaluating the merits and risks of an investment in the Preferred Stock, any shares of Purchaser Common Stock
issuable upon conversion thereof, and any Earn-Out Shares;

 (c)
such Company Equityholder understands that the Preferred Stock, any shares of Purchaser Common Stock issuable upon conversion thereof,
and any Earn-Out Shares have not been registered under the Securities Act or under any state securities laws and are being issued in
reliance upon exemptions from registration under Section 4(a)(2) of the Securities Act and/or Regulation D, and that the
securities may not be offered, sold, pledged or otherwise transferred absent registration or an available exemption therefrom;

 (d)
such Company Equityholder acknowledges that it has had the opportunity to ask questions of, and receive answers from, Purchaser and its
Representatives concerning the terms and conditions of the issuance of the Preferred Stock, any shares of Purchaser Common Stock issuable
upon conversion thereof, and any Earn-Out Shares and to obtain such additional information as it has deemed necessary to evaluate the
merits and risks of the investment;;

 (e)
such Company Equityholder understands that certificates or book-entry positions representing the Preferred Stock, any shares of Purchaser
Common Stock issuable upon conversion thereof, and any Earn-Out Shares will bear restrictive legends and be subject to stop-transfer
instructions, and that the securities will be subject to the transfer restrictions set forth in this Agreement, the Certificate of Designation,
the Registration Rights Agreement, the Lock-Up Agreement, the Leak-Out Agreement, and applicable securities laws; and

 (f)
such Company Equityholder is not relying on Purchaser or any of its Affiliates or Representatives for legal, tax, investment or other
advice in connection with the acquisition of the Preferred Stock, any shares of Purchaser Common Stock issuable upon conversion thereof,
and any Earn-Out Shares and has consulted its own advisors to the extent it has deemed appropriate.

 Section
5.19 Legal Compliance

 The
conduct of the Business by the Company complies with all Laws and Governmental Orders applicable thereto other than any such non-compliance
that individually or in the aggregate would not reasonably be likely to have a Company Material Adverse Effect.

 Section
5.20 Intellectual Property

 Section
5.20 of the Company Disclosure Schedule sets forth the material Company Intellectual Property. The Company and the Company Subsidiaries
own or have valid rights to use the trademarks, trade names, domain names, copyrights, patents, logos, licenses, and computer software
programs (including, without limitation, the source codes thereto) that are necessary for the operation of the Business as presently
conducted (the “ Company Intellectual Property ”). To the Knowledge of the Company, the Company’s and the
Company Subsidiaries’ licenses to use software programs that are material to the Business are current. To the Knowledge of the
Company, none of the Company Intellectual Property or the Company License Agreements infringe upon the rights of any third party that
may give rise to a material cause of action or material claim against the Company, the Company Subsidiary, their Affiliates or their
successors. The term “ Company License Agreements ” means any license agreements granting any right to use or
practice any rights under any intellectual property (except for such agreements for off-the-shelf products that are generally available
for less than $1,000), and any written settlements relating to any intellectual property, to which the Company or the Company Subsidiary
is a party or otherwise bound.

 35

 Section
5.21 Tax Matters

 The
Company has not taken or agreed to take any action and to the Knowledge of the Company, there are no facts or circumstances that could
reasonably be expected to prevent the Merger from qualifying for the Intended Tax Treatment.

 Section
5.22 Insurance

 (a)
 Section 5.22(a) of the Company Disclosure Schedule sets forth, with respect to each material insurance policy under which the
Company is an insured, a named insured or otherwise the principal beneficiary of coverage as of the date of this Agreement (i) the names
of the insurer, the principal insured and each named insured, (ii) the policy number, (iii) the period, scope and amount of coverage
and (iv) the premium most recently charged.

 (b)
With respect to each such insurance policy, except as would not be expected to result, individually or in the aggregate, in a Company
Material Adverse Effect: (i) the policy is legal, valid, binding and enforceable in accordance with its terms and, except for policies
that have expired under their terms in the ordinary course, is in full force and effect; (ii) the Company is not in material breach or
default (including any such breach or default with respect to the payment of premiums or the giving of notice), and no event has occurred
that, with notice or the lapse of time, would constitute such a breach or default, or permit termination or modification, under the policy;
and (iii) to the Knowledge of the Company, no insurer on the policy has been declared insolvent or placed in receivership, conservatorship
or liquidation.

 Section
5.23 Exchange Act

 The
Company Units are not currently (nor have they previously been) required to be registered with the SEC pursuant to the requirements of
Section 12 of the Exchange Act.

 Section
5.24 Not an Investment Company

 The
Company is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended, and the rules
and regulations promulgated thereunder.

 36

 Section
5.25 Company Permits

 The
Company and each Company Subsidiary holds all Permits necessary to lawfully conduct its business as presently conducted (collectively,
the “ Company Permits ”), except where the failure to obtain or maintain the same, individually or in the aggregate,
has not had and would not reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a whole, or limit
the ability of the Company to perform on a timely basis its obligations under this Agreement or any agreement contemplated hereby to
which it is or will be a party. As of the date of this Agreement, each material Company Permit is in full force and effect and (a) except
as would not reasonably be expected to be material to the Company and Company Subsidiaries as a whole, no suspension or cancellation
of any of the Company Permits is pending or, to the Knowledge of the Company, threatened, (b) neither the Company nor any Company Subsidiary
is in violation in any material respect of the terms of any material Company Permit, and (c) except as would not reasonably be expected
to be material to the Company and the Company Subsidiaries, taken as a whole, there has not been and there is not any pending or, to
the Knowledge of the Company, threatened, Action, investigation or disciplinary proceeding by or from any Governmental Authority against
the Company or any Company Subsidiary involving any Company Permit and neither the Company nor any Company Subsidiary has received any
written or, to the Knowledge of the Company, oral, notice of any Actions from any Governmental Authority relating to the revocation or
material modification of any Company Permit.

 Section
5.26 Taxes and Returns

 (a)
The Company and each Company Subsidiary has (i) timely filed, or caused to be timely filed, all material Tax Returns required to be filed
by it, which such Tax Returns are true, accurate, correct and complete in all material respects, and (ii) timely paid, or caused to be
timely paid, all material Taxes required to be paid by it, other than such Taxes being contested in good faith by appropriate proceedings
and for which adequate reserves have been established in the Company Financial Statements in accordance with U.S. GAAP.

 (b)
The Company and each Company Subsidiary has complied in all material respects with all applicable Tax Laws relating to withholding and
remittance of Taxes, and all material amounts of Taxes required by applicable Tax Laws to be withheld have been withheld and timely paid
over to the appropriate Governmental Authority, including with respect to any amounts owing to or from any employee, independent contractor,
shareholder, creditor, or other third party.

 (c)
There are no material claims, assessments, audits, examinations, investigations or other Actions pending, in progress or threatened in
writing against the Company or any Company Subsidiary in respect of Taxes, and neither the Company nor any Company Subsidiary has been
notified in writing of any material proposed Tax claims or assessments against any it.

 (d)
There are no material Liens with respect to any Taxes upon any assets of the Company or any Company Subsidiary, other than Permitted
Liens. Neither the Company nor any Company Subsidiary has any outstanding waivers or extensions of any applicable statute of limitations
to assess any material amount of Taxes. There are no outstanding written requests by the Company or any Company Subsidiary for any extension
of time within which to file any Tax Return or within which to pay any Taxes (other than customary extensions requested in the ordinary
course of business). No written claim has been made by any Governmental Authority with respect to a jurisdiction in which the Company
or any Company Subsidiary does not file a Tax Return that such party is or may be subject to Tax in that jurisdiction that would be the
subject of or covered by such Tax Return, which claim remains outstanding.

 37

 (e)
Neither the Company nor any Company Subsidiary has a permanent establishment, branch or representative office in any country other than
the country of its organization, and neither the Company nor any Company Subsidiary is or has been treated for any Tax purpose as a resident
in a country other than the country of its incorporation or formation.

 (f)
Neither the Company nor any Company Subsidiary is or has ever been a member of any consolidated, combined, unitary or affiliated group
of corporations for any Tax purposes (other than a group the common parent of which is or was the Company or the only members of which
were or are Company Subsidiaries). Neither the Company nor any Company Subsidiary has any material liability for the Taxes of another
Person (other than a Company Subsidiary) under Treasury Regulation Section 1.1502-6 (or similar provision of state, local or non-U.S.
Law), as a transferee or successor, or by Contract (other than, in each case, liabilities for Taxes pursuant to customary commercial
Contracts not primarily related to Taxes). Neither the Company nor any Company Subsidiary is a party to or bound by any Tax indemnity
agreement, Tax sharing agreement, Tax allocation agreement or similar Contract with respect to Taxes (other than customary commercial
Contracts not primarily related to Taxes).

 (g)
Neither the Company nor any Company Subsidiary is the subject of any material private letter ruling, technical advice memorandum, closing
agreement, settlement agreement or similar ruling, memorandum or agreement with any Governmental Authority with respect to Taxes, nor
is there any written request by a Company Subsidiary outstanding for any such ruling, memorandum or agreement.

 (h)
In the past five years, neither the Company nor any Company Subsidiary has distributed stock of another Person, or has had its shares
distributed by another Person, in a transaction that was purported or intended to be governed in whole or in part by Section 355 or Section
361 of the Code.

 (i)
Neither the Company nor any Company Subsidiary has been a party to any reportable transactions as defined in Treasury Regulations Section
1.6011-4(b)(2) (or any analogous or similar provision under any U.S. state or local or foreign Tax law addressing tax avoidance transactions).

 (j)
Neither the Company nor any Company Subsidiary will be required to include any material item of income in, or exclude any material item
of deduction from, taxable income for any period (or any portion thereof) beginning after the Closing Date as a result of any (i) installment
sale or open transaction disposition made by the Company or any Company Subsidiary prior to the Closing, (ii) change in any method of
accounting of the Company or any Company Subsidiary for any taxable period (or portion thereof) ending on or prior to the Closing Date
made or required to be made prior to the Closing, (iii) “closing agreement” as described in Section 7121 of the Code (or
any comparable, analogous or similar provision under any state, local or foreign Tax law) executed by the Company or Company Subsidiary
prior to the Closing, or (iv) any prepaid amount or deferred revenue received or accrued prior to the Closing outside the ordinary course
of business.

 38

 (k)
Neither the Company nor any Company Subsidiary has taken, or agreed to take, any action that would reasonably be expected to prevent
the relevant portions of the Transactions from qualifying for the Intended Tax Treatment. To the Knowledge of the Company, there are
no facts or circumstances that would reasonably be expected to prevent the relevant portions of the transactions contemplated by this
Agreement from qualifying for the Intended Tax Treatment.

 (l)
Neither the Company’s execution nor performance of its obligations under this Agreement, nor the consummation of the transactions
contemplated hereby, will result in a material charge or Tax to arise on the Company or any Company Subsidiary or in any claw back of
any material Tax relief previously given to the Company or any Company Subsidiary.

 Section
5.27 Data Protection and Cybersecurity

 (a)
For the purposes of this Section 5.27 , the terms “personal data breach” and “processing” (and its cognates)
shall have the meaning given to them in the General Data Protection Regulation.

 (b)
The Company (i) has implemented and maintains commercially reasonable technical and organizational measures designed to protect personal
data relating to the business of the Company against personal data breaches and cybersecurity incidents and (ii) complies in all material
respects with all contractual obligations to which it is bound relating to the privacy, security, processing, transfer and confidentiality
of personal data, except to the extent any non-compliance, either individually or in the aggregate, would not reasonably be expected
to be material to the Company.

 (c)
Except as would not, individually or in the aggregate, be material to the Compan…

EX-3.1 · ex3-1.htm

EX-3.1
 3
 ex3-1.htm
 EX-3.1

 Exhibit
3.1

 CYCURION,
INC.

 CERTIFICATE
OF DESIGNATION OF PREFERENCES,

 RIGHTS
AND LIMITATIONS

 OF

 SERIES
I CONVERTIBLE PREFERRED STOCK

 PURSUANT
TO SECTION 151 OF THE

 DELAWARE
GENERAL CORPORATION LAW

 The
undersigned, L. Kevin Kelly and Ana Garcia, do hereby certify that:

 1.
They are the President and Secretary, respectively, of Cycurion, Inc., a Delaware corporation (the “ Corporation ”).

 2.
The Corporation is authorized to issue 20,000,000 shares of preferred stock. There are currently 6,786,417 shares of preferred stock
issued and outstanding.

 3.
The following resolutions were duly adopted by the board of directors of the Corporation (the “ Board of Directors ”):

 WHEREAS,
the certificate of incorporation of the Corporation provides for a class of its authorized stock known as preferred stock, consisting
of 20,000,000 shares, $0.0001 par value per share, issuable from time to time in one or more series;

 WHEREAS,
the Board of Directors is authorized to fix the dividend rights, dividend rate, voting rights, conversion rights, rights and terms of
redemption and liquidation preferences of any wholly unissued series of preferred stock and the number of shares constituting any series
and the designation thereof, of any of them; and

 WHEREAS,
it is the desire of the Board of Directors, pursuant to its authority as aforesaid, to fix the rights, preferences, restrictions, and
other matters relating to a series of the preferred stock, which shall consist of, except as otherwise set forth in the Merger Agreement,
888,888 shares of preferred stock, which the Corporation has the authority to issue, as follows:

 NOW,
THEREFORE, BE IT RESOLVED, that the Board of Directors does hereby provide for the issuance of a series of preferred stock for cash or
exchange of other securities, rights or property and does hereby fix and determine the rights, preferences, restrictions and other matters
relating to such series of preferred stock as follows:

 TERMS
OF PREFERRED STOCK

 Section
1. Definitions . For the purposes hereof, the following terms shall have the following meanings:

 “ Affiliate ”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control
with a Person, as such terms are used in and construed under Rule 405 of the Securities Act.

 “ Alternate
Consideration ” shall have the meaning set forth in Section 7(d).

 “ Beneficial
Ownership Limitation ” shall have the meaning set forth in Section 6(d).

 “ Business
Day ” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day
on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

 “ Buy-In ”
shall have the meaning set forth in Section 6(c)(iv).

 “ Closing ”
means the closing of the purchase and sale of the Securities pursuant to the Merger Agreement.

 “ Closing
Date ” means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties
thereto and all conditions precedent to (i) each Holder’s obligations to tender the securities of the Corporation referenced in
the Merger Agreement and (ii) the Corporation’s obligations to deliver the Securities have been satisfied or waived.

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

 “ Common
Stock ” means the Corporation’s common stock, par value $0.0001 per share, and stock of any other class of securities
into which such securities may hereafter be reclassified or changed.

 “ Common
Stock Equivalents ” means any securities of the Corporation or the Subsidiaries which would entitle the holder thereof to acquire
at any time Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that
is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

 “ Conversion
Amount ” means the sum of the Stated Value at issue.

 “ Conversion
Date ” shall have the meaning set forth in Section 6(a).

 “ Conversion
Price ” shall have the meaning set forth in Section 6(b).

 “ Conversion
Shares ” means, collectively, the shares of Common Stock issuable upon conversion of the shares of Preferred Stock in accordance
with the terms hereof.

 “ Exchange
Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

 “ Fundamental
Transaction ” shall have the meaning set forth in Section 7(d).

 “ GAAP ”
means United States generally accepted accounting principles.

 “ Holder ”
shall have the meaning given such term in Section 2.

 “ Leak-Out
Agreement ” means the leak-out agreement, between the Corporation and the Holder, dated June 3, 2026.

 “ Liquidation ”
shall have the meaning set forth in Section 5.

 “ Lock-Up
Agreement ” means the lock-up agreement, between the Corporation and the Holder, dated June 3, 2026.

 “ Merger
Agreement ” means the Merger Agreement, between the Corporation, Merger Sub and Secuvant, dated May 21, 2026, as amended, modified,
or supplemented from time to time in accordance with its terms.

 “ Merger
Sub ” means Cycurion Merger Sub, LLC, a Delaware limited liability company.

 “ Notice
of Conversion ” shall have the meaning set forth in Section 6(a).

 “ Original
Issue Date ” means the date of the first issuance of any shares of the Preferred Stock regardless of the number of transfers
of any particular shares of Preferred Stock and regardless of the number of certificates which may be issued to evidence such Preferred
Stock.

 “ Person ”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

 “ Preferred
Stock ” shall have the meaning set forth in Section 2.

 “ Registration
Rights Agreement ” means the Registration Rights Agreement, between the Corporation and the Holder, dated June 3, 2026, as amended,
modified, or supplemented from time to time in accordance with its terms.

 “ Rule
144 ” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to
time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.

 “ Securities ”
means the Preferred Stock and the Underlying Shares.

 “ Securities
Act ” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

 “ Secuvant ”
means Secuvant, LLC, a Utah limited liability company.

 “ Share
Delivery Date ” shall have the meaning set forth in Section 6(c).

 “ Stated
Value ” shall have the meaning set forth in Section 2, as the same may be increased pursuant to Section 3.

 “ Subsidiary ”
means any subsidiary of the Corporation and shall, where applicable, also include any direct or indirect subsidiary of the Corporation
formed or acquired after the issuance of shares of Series I Preferred Stock.

 “ Successor
Entity ” shall have the meaning set forth in Section 7(d).

 “ Trading
Day ” means a day on which the principal Trading Market is open for business.

 “ Trading
Market ” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date
in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock
Exchange, or any successors to any of the foregoing.

 “ Transaction
Documents ” means this Certificate of Designation, the Merger Agreement, Registration Rights Agreement, Lock-Up Agreement and
Leak-out Agreement to which a Holder and the Corporation are parties, all exhibits and schedules thereto and hereto, and any other documents
or agreements executed as of the date hereof.

 “ Transfer
Agent ” means Equiniti Trust Company, LLC, the current transfer agent of the Corporation with a mailing address of 55 Challenger
Road, Floor 2, Richfield Park, New Jersey 07660, and any successor transfer agent of the Corporation.

 “ Underlying
Shares ” means the shares of Common Stock issued and issuable upon conversion of the Preferred Stock.

 Section
2. Designation, Amount and Par Value . The series of preferred stock shall be designated as its Series I Convertible Preferred
Stock (the “ Preferred Stock ”) and the number of shares so designated shall be 888,888 (which shall not be subject
to increase without the written consent of all of the holders of the Preferred Stock (each, a “ Holder ” and, collectively,
the “ Holders ”)). Each share of Preferred Stock shall have a par value of $0.0001 per share and a stated value equal
to $2.25, subject to increase as provided herein (the “ Stated Value ”).

 Section
3. Dividends . Except for stock dividends, stock splits, combinations, reclassifications or similar equity distributions or recapitalization
events for which appropriate adjustments are to be made pursuant to Section 7, Holders shall not be entitled to receive any dividends
or other distributions (whether in cash, property or otherwise) on shares of Preferred Stock. No cash dividends shall be paid or payable
on the Preferred Stock. Any stock dividends, stock splits or similar equity distributions declared or paid on the Common Stock shall
be reflected solely through adjustments pursuant to Section 7. The Corporation shall not be required to pay any dividend on the Preferred
Stock in connection with any dividend or distribution on the Common Stock other than through such adjustments

 Section
4. Voting Rights .

 a)
Except as required by Delaware law and as set herein, holders of Preferred Stock shall not have voting rights.

 b)
Notwithstanding the provisions set forth in this Section 4, as long as any shares of Preferred Stock are outstanding, the Corporation
shall not, without the affirmative vote of the Holders of a majority of the then outstanding shares of the Preferred Stock, (i) alter
or change adversely the powers, preferences or rights given to the Preferred Stock or alter or amend this Certificate of Designation,
(ii) amend the Certificate of Incorporation or other charter documents in a manner adverse to the Holders, (iii) increase the number
of authorized shares of Preferred Stock, or (iv) enter into any agreement with respect to any of the foregoing.

 Section
5. Liquidation. Upon any liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary (a “ Liquidation ”),
the Holders shall be entitled to receive out of the assets, whether capital or surplus, of the Corporation an amount, before any distribution
or payment shall be made to the holders of the Common Stock, equal to the greater of (a) the Liquidation Amount, and (b) the same amount
that a holder of Common Stock would receive if the Preferred Stock were fully converted (disregarding for such purposes any conversion
limitations hereunder) to Common Stock, which amounts shall be paid pari passu with all holders of Common Stock and the holders of other
series of preferred stock. The Corporation shall mail written notice of any such Liquidation, not less than 30 days prior to the payment
date stated therein, to each Holder. The “ Liquidation Amount ” shall be an amount equal to the Stated Value, plus any
accrued and unpaid dividends thereon, but pari passu with holders of shares of other series of preferred stock, and if the assets of
the Corporation shall be insufficient to pay in full such amounts, then the entire assets to be distributed to the Holders shall be ratably
distributed among the Holders in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon
were paid in full.

 Section
6. Conversion .

 a)
 Conversions at Option of Holder . Each share of Preferred Stock shall be convertible, at any time and from time to time from and
after the Original Issue Date at the option of the Holder thereof, into that number of shares of Common Stock (subject to the limitations
set forth in Section 6(d)) determined by dividing the Stated Value of such share of Preferred Stock by the Conversion Price. Holders
shall effect conversions by providing the Corporation with the form of conversion notice attached hereto as Annex A (a “ Notice
of Conversion ”). Each Notice of Conversion shall specify the number of shares of Preferred Stock to be converted, the number
of shares of Preferred Stock owned prior to the conversion at issue, the number of shares of Preferred Stock owned subsequent to the
conversion at issue and the date on which such conversion is to be effected, which date may not be prior to the date the applicable Holder
delivers by email such Notice of Conversion to the Corporation (such date, the “ Conversion Date ”). If no Conversion
Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice of Conversion to the Corporation
is deemed delivered hereunder. No ink-original Notice of Conversion shall be required, nor shall any medallion guarantee (or other type
of guarantee or notarization) of any Notice of Conversion form be required. The calculations and entries set forth in the Notice of Conversion
shall control in the absence of manifest or mathematical error. To effect conversions of shares of Preferred Stock, a Holder shall not
be required to surrender the certificate(s) representing the shares of Preferred Stock to the Corporation unless all of the shares of
Preferred Stock represented thereby are so converted, in which case such Holder shall deliver the certificate representing such shares
of Preferred Stock promptly following the Conversion Date at issue. Shares of Preferred Stock converted into Common Stock or redeemed
in accordance with the terms hereof shall be canceled and shall not be reissued.

 b)
 Conversion Price . The conversion price for the Preferred Stock shall equal $2.25, subject to adjustment herein (the “ Conversion
Price ”).

 c)
 Mechanics of Conversion .

 i.
 Delivery of Conversion Shares Upon Conversion . At any time (1) there is an effective registration statement with respect to the
resale of the Conversion Shares, or (2) the Company receives reasonable evidence that the shares underlying the Preferred Stock are eligible
for resale pursuant to Rule 144 under the Securities Act without regard to the volume or current public information requirements thereunder,
not later than one (1) Trading Day after the applicable Conversion Date (the “ Share Delivery Date ”), the Corporation
shall deliver, or cause to be delivered, to the converting Holder the number of shares of Common Stock issuable upon such conversion
(the “ Conversion Shares ”). The Conversion Shares shall bear such restrictive legends as are required pursuant to applicable
securities laws and any contractual lock-up, leak-out or vesting arrangements to which such Conversion Shares are subject; provided,
however, the Corporation shall, subject to receipt of customary representations letters from the respective Holder and an opinion of
counsel reasonably acceptable to the Corporation and the Transfer Agent, issue any portion of the Conversion Shares that could be sold
under the applicable lock-up and leak-out agreements during the then-current calendar quarter (the “ Leak-out Shares ”)
without restrictive legends associated with such agreements. Notwithstanding anything to the contrary herein, the Corporation shall not
be required to deliver Conversion Shares free of restrictive legend or through The Depository Trust Company unless and until (A) an effective
registration statement covering the resale of such Conversion Shares is in effect or such Conversion Shares may be freely resold without
any restrictions pursuant to Rule 144 under the Securities Act without regard to the volume or current public information requirements
thereunder and (B) the specific Conversion Shares are no longer subject to, or are Leak-out Shares that are permitted to be sold consistent
with, any applicable contractual transfer restrictions, as set forth in any lock-up, leak-out or vesting arrangements.

 At
any time (1) there is an effective registration statement with respect to the resale of the Conversion Shares, or (2) the Company receives
reasonable evidence that the shares underlying the Preferred Stock are eligible for resale pursuant to Rule 144 under the Securities
Act without regard to the volume or current public information requirements thereunder, the Corporation shall use its best efforts to
deliver the Conversion Shares required to be delivered by the Corporation under this Section 6 electronically through The Depository
Trust Company or another established clearing corporation performing similar functions.

 ii.
 Failure to Deliver Conversion Shares . If, in the case of any Notice of Conversion, such Conversion Shares are not delivered to
or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to the Corporation
at any time on or before its receipt of such Conversion Shares, to rescind such Conversion, in which event the Corporation shall promptly
return to the Holder any original Preferred Stock certificate delivered to the Corporation and the Holder shall promptly return to the
Corporation the Conversion Shares issued to such Holder pursuant to the rescinded Notice of Conversion.

 iii.
 Obligation Absolute; Partial Liquidated Damages . The Corporation’s obligation to issue and deliver the Conversion Shares
upon conversion of Preferred Stock in accordance with the terms hereof are absolute and unconditional, irrespective of any action or
inaction by a Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against
any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged
breach by such Holder or any other Person of any obligation to the Corporation or any violation or alleged violation of law by such Holder
or any other person, and irrespective of any other circumstance which might otherwise limit such obligation of the Corporation to such
Holder in connection with the issuance of such Conversion Shares; provided, however, that such delivery shall not operate as a waiver
by the Corporation of any such action that the Corporation may have against such Holder. In the event a Holder shall elect to convert
any or all of the Stated Value of its Preferred Stock, the Corporation may not refuse conversion based on any claim that such Holder
or any one associated or affiliated with such Holder has been engaged in any violation of law, agreement or for any other reason, unless
an injunction from a court, on notice to Holder, restraining and/or enjoining conversion of all or part of the Preferred Stock of such
Holder shall have been sought and obtained, and the Corporation posts a surety bond for the benefit of such Holder in the amount of 150%
of the Stated Value of Preferred Stock which is subject to the injunction, which bond shall remain in effect until the completion of
arbitration/litigation of the underlying dispute and the proceeds of which shall be payable to such Holder to the extent it obtains judgment.
In the absence of such injunction, the Corporation shall issue Conversion Shares and, if applicable, cash, upon a properly noticed conversion.
If the Corporation fails to deliver to a Holder such Conversion Shares pursuant to Section 6(c)(i) by the Share Delivery Date applicable
to such conversion, the Corporation shall pay to such Holder, in cash, as liquidated damages and not as a penalty, for each $5,000 of
Stated Value of Preferred Stock being converted, $100 per Trading Day (increasing to $150 per Trading Day on the third Trading Day after
the Share Delivery Date and increasing to $200 per Trading Day on the sixth Trading Day after the Share Delivery Date) for each Trading
Day after the Share Delivery Date until such Conversion Shares are delivered or Holder rescinds such conversion.

 Nothing
herein shall limit a Holder’s right to pursue actual damages for the Corporation’s failure to deliver Conversion Shares within
the period specified herein and such Holder shall have the right to pursue all remedies available to it hereunder, at law or in equity
including, without limitation, a decree of specific performance and/or injunctive relief. The exercise of any such rights shall not prohibit
a Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

 iv.
 Compensation for Buy-In on Failure to Timely Deliver Conversion Shares Upon Conversion . In addition to any other rights available
to the Holder, if the Corporation fails for any reason to deliver to a Holder the applicable Conversion Shares by the Share Delivery
Date pursuant to Section 6(c)(i), and if after such Share Delivery Date such Holder is required by its brokerage firm to purchase (in
an open market transaction or otherwise), or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver
in satisfaction of a sale by such Holder of the Conversion Shares which such Holder was entitled to receive upon the conversion relating
to such Share Delivery Date (a “ Buy-In ”), then the Corporation shall (A) pay in cash to such Holder (in addition to
any other remedies available to or elected by such Holder) the amount, if any, by which (x) such Holder’s total purchase price
(including any brokerage commissions) for the Common Stock so purchased exceeds (y) the product of (1) the aggregate number of shares
of Common Stock that such Holder was entitled to receive from the conversion at issue multiplied by (2) the actual sale price at which
the sell order giving rise to such purchase obligation was executed (including any brokerage commissions) and (B) at the option of such
Holder, either reissue (if surrendered) the shares of Preferred Stock equal to the number of shares of Preferred Stock submitted for
conversion (in which case, such conversion shall be deemed rescinded) or deliver to such Holder the number of shares of Common Stock
that would have been issued if the Corporation had timely complied with its delivery requirements under Section 6(c)(i). For example,
if a Holder purchases shares of Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted
conversion of shares of Preferred Stock with respect to which the actual sale price of the Conversion Shares (including any brokerage
commissions) giving rise to such purchase obligation was a total of $10,000 under clause (A) of the immediately preceding sentence, the
Corporation shall be required to pay such Holder $1,000. The Holder shall provide the Corporation with written notice indicating the
amounts payable to such Holder in respect of the Buy-In and, upon request of the Corporation, evidence of the amount of such loss. Nothing
herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without
limitation, a decree of specific performance and/or injunctive relief with respect to the Corporation’s failure to timely deliver
the Conversion Shares upon conversion of the shares of Preferred Stock as required pursuant to the terms hereof.

 v.
 Reservation of Shares Issuable Upon Conversion . The Corporation covenants that it will at all times reserve and keep available
out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Preferred Stock as
herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the
other holders of the Preferred Stock), not less than such aggregate number of shares of the Common Stock as shall be issuable (taking
into account the adjustments and restrictions of Section 7) upon the conversion of the then outstanding shares of Preferred Stock. The
Corporation covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued,
fully paid and nonassessable.

 vi.
 Fractional Shares . No fractional shares or scrip representing fractional shares shall be issued upon the conversion of the Preferred
Stock. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such conversion, the Corporation shall
at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the
Conversion Price or round up to the next whole share. Notwithstanding anything to the contrary contained herein, but consistent with
the provisions of this subsection with respect to fractional Conversion Shares, nothing shall prevent any Holder from converting fractional
shares of Preferred Stock.

 vii
 Transfer Taxes and Expenses . The issuance of Conversion Shares on conversion of this Preferred Stock shall be made without charge
to any Holder for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such Conversion Shares,
provided that the Corporation shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance
and delivery of any such Conversion Shares upon conversion in a name other than that of the Holders of such shares of Preferred Stock
and the Corporation shall not be required to issue or deliver such Conversion Shares unless or until the Person or Persons requesting
the issuance thereof shall have paid to the Corporation the amount of such tax or shall have established to the satisfaction of the Corporation
that such tax has been paid. The Corporation shall pay all Transfer Agent fees required for same-day processing of any Notice of Conversion
and all fees to The Depository Trust Company (or another established clearing corporation performing similar functions) required for
same-day electronic delivery of the Conversion Shares.

 viii.
 Lock-Up and Leak-Out Restrictions . All conversions of Preferred Stock and resales of the Common Stock issuable upon conversion
thereof shall be subject to the Lock-Up Agreement and Leak-Out Agreement entered into pursuant to the Merger Agreement, and this Certificate
of Designation shall not be deemed to provide the Holder with any transfer rights inconsistent therewith. Notwithstanding the foregoing,
all Conversion Shares (up to the amount that may be sold pursuant to such agreements during the calendar quarter in which any conversion
occurs) shall be issued without legends required by such agreements.

 ix.
 Price-Based Acceleratio n. Notwithstanding anything to the contrary contained herein, if at any time following the Original Issue
Date the closing price of the Corporation’s Common Stock equals or exceeds two (2) times the price per share used to determine
the issuance or conversion value of the Preferred Stock for (i) twenty (20) consecutive Trading Days, or (ii) twenty (20) Trading Days
within any thirty (30)-Trading Day period, then all contractual transfer restrictions applicable to the Preferred Stock and the shares
of Common Stock issuable upon conversion thereof shall automatically and irrevocably terminate, without any further action by the Corporation,
the Holder, or any other Person, and such securities shall thereafter be freely transferable, subject only to compliance with applicable
securities laws.

 d)
 Beneficial Ownership Limitation . The Corporation shall not effect any conversion of the Preferred Stock, and a Holder shall not
have the right to convert any portion of the Preferred Stock, to the extent that, after giving effect to the conversion set forth on
the applicable Notice of Conversion, such Holder (together with such Holder’s Affiliates, and any Persons acting as a group together
with such Holder or any of such Holder’s Affiliates (such Persons, “ Attribution Parties ”)) would beneficially
own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares
of Common Stock beneficially owned by such Holder and its Affiliates and Attribution Parties shall include the number of shares of Common
Stock issuable upon conversion of the Preferred Stock with respect to which such determination is being made, but shall exclude the number
of shares of Common Stock which are issuable upon (i) conversion of the remaining, unconverted Stated Value of Preferred Stock beneficially
owned by such Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted
portion of any other securities of the Corporation subject to a limitation on conversion or exercise analogous to the limitation contained
herein (including, without limitation, the Preferred Stock) beneficially owned by such Holder or any of its Affiliates or Attribution
Parties. Except as set forth in the preceding sentence, for purposes of this Section 6(d), beneficial ownership shall be calculated in
accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. To the extent that the limitation
contained in this Section 6(d) applies, the determination of whether the Preferred Stock is convertible (in relation to other securities
owned by such Holder together with any Affiliates and Attribution Parties) and of how many shares of Preferred Stock are convertible
shall be in the sole discretion of such Holder, and the submission of a Notice of Conversion shall be deemed to be such Holder’s
determination of whether the shares of Preferred Stock may be converted (in relation to other securities owned by such Holder together
with any Affiliates and Attribution Parties) and how many shares of the Preferred Stock are convertible, in each case subject to the
Beneficial Ownership Limitation. To ensure compliance with this restriction, each Holder will be deemed to represent to the Corporation
each time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph
and the Corporation shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as
to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and
regulations promulgated thereunder. For purposes of this Section 6(d), in determining the number of outstanding shares of Common Stock,
a Holder may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following: (i) the Corporation’s
most recent periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by the Corporation
or (iii) a more recent written notice by the Corporation or the Transfer Agent setting forth the number of shares of Common Stock outstanding.
Upon the written or oral request (which may be via email) of a Holder, the Corporation shall within one Trading Day confirm orally and
in writing to such Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common
Stock shall be determined after giving effect to the conversion or exercise of securities of the Corporation, including the Preferred
Stock, by such Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common
Stock was reported. The “ Beneficial Ownership Limitation ” shall be 4.99% of the number of shares of the Common Stock
outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of Preferred Stock held
by the applicable Holder. A Holder, upon at least sixty-one (61) days advanced written notice to the Corporation, may increase or decrease
the Beneficial Ownership Limitation provisions of this Section 6(d) applicable to its Preferred Stock provided that the Beneficial Ownership
Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance
of shares of Common Stock upon conversion of this Preferred Stock held by the Holder and the provisions of this Section 6(d) shall continue
to apply. Any such increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered
to the Corporation and shall only apply to such Holder and no other Holder. The provisions of this paragraph shall be construed and implemented
in a manner otherwise than in strict conformity with the terms of this Section 6(d) to correct this paragraph (or any portion hereof)
which may be defective or inconsistent with the intended Beneficial Ownership Limitation contained herein or to make changes or supplements
necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor
holder of Preferred Stock.

 Section
7. Certain Adjustments .

 a)
 Stock Dividends and Stock Splits . If the Corporation, at any time while this Preferred Stock is outstanding: (i) pays a stock
dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any other
Common Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Corporation upon
conversion of, or payment of a dividend on, this Preferred Stock), (ii) subdivides outstanding shares of Common Stock into a larger number
of shares, (iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares,
or (iv) issues, in the event of a reclassification of shares of the Common Stock, any shares of capital stock of the Corporation, then
the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding
any treasury shares of the Corporation) outstanding immediately before such event, and of which the denominator shall be the number of
shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to this Section 7(a) shall become effective
immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become
effective immediately after the effective date in the case of a subdivision, combination or re-classification.

 b)
 Subsequent Rights Offerings . In addition to any adjustments pursuant to Section 7(a) above, if at any time the Corporation grants,
issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record
holders of any class of shares of Common Stock (the “ Purchase Rights ”), then the Holder of will be entitled to acquire,
upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had
held the number of shares of Common Stock acquirable upon complete conversion of such Holder’s Preferred Stock (without regard
to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date
on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which
the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however,
to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial
Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership
of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held
in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership
Limitation).

 c)
 Pro Rata Distributions . During such time as this Preferred Stock is outstanding, if the Corporation declares or makes any dividend
or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital
or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend,
spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “ Distribution ”),
at any time after the issuance of this Preferred Stock, then, in each such case, the Holder shall be entitled to participate in such
Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common
Stock acquirable upon complete conversion of this Preferred Stock (without regard to any limitations on conversion hereof, including
without limitation, the Beneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution,
or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation
in such Distribution (provided, however, to the extent that the Holder’s right to participate in any such Distribution would result
in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution
to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the
portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would
not result in the Holder exceeding the Beneficial Ownership Limitation).

 d)
 Fundamental Transaction . If, at any time while this Preferred Stock is outstanding, (i) the Corporation, directly or indirectly,
in one or more related transactions effects any merger or consolidation of the Corporation with or into another Person, (ii) the Corporation,
directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially
all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange
offer (whether by the Corporation or another Person) is `completed pursuant to which holders of Common Stock are permitted to sell, tender
or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding
Common Stock, (iv) the Corporation, directly or indirectly, in one or more related transactions effects any reclassification, reorganization
or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted
into or exchanged for other securities, cash or property, or (v) the Corporation, directly or indirectly, in one or more related transactions
consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization,
spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than 50% of the outstanding shares of
Common Stock (each a “ Fundamental Transaction ”), then, upon any subsequent conversion of this Preferred Stock, the
Holder shall have the right to receive, for each Conversion Share that would have been issuable upon such conversion immediately prior
to the occurrence of such Fundamental Transaction (without regard to any limitation in Section 6(d) on the conversion of this Preferred
Stock), the number of shares of Common Stock of the successor or acquiring corporation or of the Corporation, if it is the surviving
corporation, and any additional consideration (the “ Alternate Consideration ”) receivable as a result of such Fundamental
Transaction by a holder of the number of shares of Common Stock for which this Preferred Stock is convertible immediately prior to such
Fundamental Transaction (without regard to any limitation in Section 6(d) on the conversion of this Preferred Stock). For purposes of
any such conversion, the determination of the Conversion Price shall be appropriately adjusted to apply to such Alternate Consideration
based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and
the Corporation shall apportion the Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative
value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities,
cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration
it receives upon any conversion of this Preferred Stock following such Fundamental Transaction. To the extent necessary to effectuate
the foregoing provisions, any successor to the Corporation or surviving entity in such Fundamental Transaction shall file a new Certificate
of Designation with the same terms and conditions and issue to the Holders new preferred stock consistent with the foregoing provisions
and evidencing the Holders’ right to convert such preferred stock into Alternate Consideration. The Corporation shall cause any
successor entity in a Fundamental Transaction in which the Corporation is not the survivor (the “ Successor Entity ”)
to assume in writing all of the obligations of the Corporation under this Certificate of Designation and the other Transaction Documents
in accordance with the provisions of this Section 7(d) pursuant to written agreements in form and substance reasonably satisfactory to
the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of
the Holder, deliver to the Holder in exchange for this Preferred Stock a security of the Successor Entity evidenced by a written instrument
substantially similar in form and substance to this Preferred Stock which is convertible for a corresponding number of shares of capital
stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon conversion
of this Preferred Stock (without regard to any limitations on the conversion of this Preferred Stock) prior to such Fundamental Transaction,
and with a conversion price which applies the conversion price hereunder to such shares of capital stock (but taking into account the
relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock,
such number of shares of capital stock and such conversion price being for the purpose of protecting the economic value of this Preferred
Stock immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance
to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for
(so that from and after the date of such Fundamental Transaction, the provisions of this Certificate of Designation and the other Transaction
Documents referring to the “ Corporation ” shall refer instead to the Successor Entity), and may exercise every right
and power of the Corporation and shall assume all of the obligations of the Corporation under this Certificate of Designation and the
other Transaction Documents with the same effect as if such Successor Entity had been named as the Corporation herein.

 e)
 Calculations . All calculations under this Section 7 shall be made to the nearest cent or the nearest 1/100th of a share, as the
case may be. For purposes of this Section 7, the number of shares of Common Stock deemed to be issued and outstanding as of a given date
shall be the sum of the number of shares of Common Stock (excluding any treasury shares of the Corporation) issued and outstanding.

 f)
 Notice to the Holders .

 i.
 Adjustment to Conversion Price . Whenever the Conversion Price is adjusted pursuant to any provision of this Section 7, the Corporation
shall promptly deliver to each Holder by email a notice setting forth the Conversion Price after such adjustment and setting forth a
brief statement of the facts requiring such adjustment.

 ii.
 Notice to Allow Conversion by Holder . If (A) the Corporation shall declare a dividend (or any other distribution in whatever form)
on the Common Stock, (B) the Corporation shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C)
the Corporation shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any
shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Corporation shall be required in connection
with any reclassification of the Common Stock, any consolidation or merger to which the Corporation is a party, any sale or transfer
of all or substantially all of the assets of the Corporation (and all of its Subsidiaries, taken as a whole), or any compulsory share
exchange whereby the Common Stock is converted into other securities, cash or property or (E) the Corporation shall authorize the voluntary
or involuntary dissolution, liquidation or winding up of the affairs of the Corporation, then, in each case, the Corporation shall cause
to be filed at each office or agency maintained for the purpose of conversion of this Preferred Stock, and shall cause to be delivered
by email to each Holder at its last email address as it shall appear upon the stock books of the Corporation, at least twenty (20) calendar
days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be
taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as
of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are
to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected
to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to
exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation,
merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof
shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided
hereunder constitutes, or contains, material, non-public information regarding the Corporation or any of the Subsidiaries, the Corporation
shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled
to convert the Conversion Amount of this Preferred Stock (or any part hereof) during the 20-day period commencing on the date of such
notice through the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

 Section
8. Miscellaneous .

 a)
 Notices . Any and all notices or other communications or deliveries to be provided by the Holders hereunder including, without
limitation, any Notice of Conversion, shall be in writing and delivered personally, by e-mail, or sent by a nationally recognized overnight
courier service, addressed to the Corporation, at the address set forth above Attention: L. Kevin Kelly, e-mail address: kevin.kelly@cycurion.com
or such other e-mail address or address as the Corporation may specify for such purposes by notice to the Holders delivered in accordance
with this Section 8. Any and all notices or other communications or deliveries to be provided by the Corporation hereunder shall be in
writing and delivered personally, by e-mail, or sent by a nationally recognized overnight courier service addressed to each Holder at
the e-mail address or address of such Holder appearing on the books of the Corporation, or if no such e-mail address or address appears
on the books of the Corporation, at the principal place of business of such Holder, as set forth in the Merger Agreement. Any notice
or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the time of transmission, if
such notice or communication is delivered via e-mail at the e-mail address set forth in this Section 8 prior to 5:30 p.m. (New York City
time) on any date, (ii) the next Trading Day after the time of transmission, if such notice or communication is delivered via e-mail
at the e-mail address set forth in this Section on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any
Trading Day, (iii) the second Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service,
or (iv) upon actual receipt by the party to whom such notice is required to be given.

 b)
 Absolute Obligation . Except as expressly provided herein, no provision of this Certificate of Designation shall alter or impair
the obligation of the Corporation, which is absolute and unconditional, to pay liquidated damages, and accrued dividends, as applicable,
on the shares of Preferred Stock at the time, place, and rate, and in the coin or currency, herein prescribed.

 c)
 Lost or Mutilated Preferred Stock Certificate . If a Holder’s Preferred Stock certificate shall be mutilated, lost, stolen
or destroyed, the Corporation shall execute and deliver, in exchange and substitution for and upon cancellation of a mutilated certificate,
or in lieu of or in substitution for a lost, stolen or destroyed certificate, a new certificate for the shares of Preferred Stock so
mutilated, lost, stolen or destroyed, but only upon receipt of evidence of such loss, theft or destruction of such certificate, and of
the ownership hereof reasonably satisfactory to the Corporation.

 d)
 Governing Law . This Certificate of Designation shall be governed by and construed in accordance with the laws of the State of
Delaware. Any action arising out of or relating to this Certificate of Designation shall be brought exclusively in the Court of Chancery
of the State of Delaware (or, if such court lacks jurisdiction, another state or federal court located in the State of Delaware).

 e)
 Waiver . Any waiver by the Corporation or a Holder of a breach of any provision of this Certificate of Designation shall not operate
as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Certificate of
Designation or a waiver by any other Holders. The failure of the Corporation or a Holder to insist upon strict adherence to any term
of this Certificate of Designation on one or more occasions shall not be considered a waiver or deprive that party (or any other Holder)
of the right thereafter to insist upon strict adherence to that term or any other term of this Certificate of Designation on any other
occasion. Any waiver by the Corporation or a Holder must be in writing.

 f)
 Severability . If any provision of this Certificate of Designation is invalid, illegal or unenforceable, the balance of this Certificate
of Designation shall remain in effect, and if any provision is inapplicable to any Person or circumstance, it shall nevertheless remain
applicable to all other Persons and circumstances. If it shall be found that any interest or other amount deemed interest due hereunder
violates the applicable law governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the
maximum rate of interest permitted under applicable law.

 g)
 Next Business Day . Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment
shall be made on the next succeeding Business Day.

 h)
 Headings . The headings contained herein are for convenience only, do not constitute a part of this Certificate of Designation
and shall not be deemed to limit or affect any of the provisions hereof.

 i)
 Status of Converted or Redeemed Preferred Stock . Shares of Preferred Stock may only be issued pursuant to the Merger Agreement.
If any shares of Preferred Stock shall be converted, redeemed or reacquired by the Corporation, such shares shall resume the status of
authorized but unissued shares of preferred stock and shall no longer be designated as Series I Convertible Preferred Stock.

 *********************

 RESOLVED,
FURTHER, that the Chairman, the president or any vice-president, and the secretary or any assistant secretary, of the Corporation be
and they hereby are authorized and directed to prepare and file this Certificate of Designation of Preferences, Rights and Limitations
in accordance with the foregoing resolution and the provisions of Delaware law.

 IN
WITNESS WHEREOF, the undersigned have executed this Certificate this 3 rd day of June 2026.

 By:

 /s/
 L. Kevin Kelly

 By:

 /s/
 Ana Garcia

 Name:
 L.
 Kevin Kelly

 Name:
 Ana
 Garcia

 Title:
 Chief
 Executive Officer

 Title:
 Chief
 Financial Officer

 ANNEX
A

 NOTICE
OF CONVERSION

 (TO
BE EXECUTED BY THE REGISTERED HOLDER IN ORDER TO CONVERT SHARES OF PREFERRED STOCK)

 The
undersigned hereby elects to convert the number of shares of Series I Convertible Preferred Stock indicated below into shares of common
stock, par value $0.0001 per share (the “ Common Stock ”), of Cycurion, Inc., a Delaware corporation (the “ Corporation ”),
according to the conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a Person
other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such
certificates and opinions as may be required by the Corporation in accordance with the Merger Agreement. No fee will be charged to the
Holders for any conversion, except for any such transfer taxes.

 Conversion
calculations:

 Date
to Effect Conversion:____________________________________________

 Number
of shares of Preferred Stock owned prior to Conversion:_____________

 Number
of shares of Preferred Stock to be Converted:______________________

 Stated
Value of shares of Preferred Stock to be Converted:__________________

 Number
of shares of Common Stock to be Issued:_________________________

 Applicable
Conversion Price:__________________________________________

 Number
of shares of Preferred Stock subsequent to Conversion:_______________

 Address
for Delivery:__________________

 or

 DWAC
Instructions:

 Broker
no:________

 Account
no:___________

 HOLDER

 By:

 Name:

 Title:

EX-10.1 · ex10-1.htm

EX-10.1
 4
 ex10-1.htm
 EX-10.1

 Exhibit
10.1

 REGISTRATION
RIGHTS AGREEMENT

 This
Registration Rights Agreement (this “ Agreement ”) is made and entered into as of June 3, 2026, among Cycurion, Inc.,
a Delaware corporation (the “ Company ”), Secuvant, LLC, a Utah limited liability company (“ Secuvant ”)
and the former members of Secuvant listed on the signature page hereof (the “ Shareholders ”).

 This
Agreement is made pursuant to the Merger Agreement, dated as of May 21, 2026, between the Company, Secuvant and Cycurion Merger Sub,
LLC (the “ Merger Agreement ”).

 The
Company, Secuvant and the Shareholders hereby agree as follows:

 1.
 Definitions . Capitalized terms used and not otherwise defined herein that are defined in the Merger Agreement shall have the meanings
given such terms in the Merger Agreement. As used in this Agreement, the following terms shall have the following meanings:

 “ Advice ”
shall have the meaning set forth in Section 6(c).

 “ Certificate
of Designation ” means the Certificate of Designation of Preferences, Rights and Limitations of the Series I Convertible Preferred
Stock of the Company filed, or to be filed, with the Delaware Secretary of State creating the Preferred Stock.

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

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

 “ Effectiveness
Date ” means, with respect to the Initial Registration Statement required to be filed hereunder, the Company shall cause the
Initial Registration Statement to become effective under the Securities Act within 90 days of the date first set forth above, and with
respect to any additional Registration Statements which may be required, the fifth Trading Day following the date the staff of the Commission
informs the Company that it is not going to review the additional Registration Statement (or, in the event of a “full review”
by the Commission, as soon as reasonably practicable after the date such additional Registration Statement is required to be filed hereunder);
 provided , however , that in the event the Company is notified by the staff of the Commission that one or more of the above
Registration Statements is no longer subject to further review and comment by the staff of the Commission, the Effectiveness Date as
to such Registration Statement shall be the fifth Trading Day following the date on which the Company is so notified.

 “ Effectiveness
Period ” shall have the meaning set forth in Section 2(a).

 “ Event ”
shall have the meaning set forth in Section 2(d).

 “ Event
Date ” shall have the meaning set forth in Section 2(d).

 “ Filing
Date ” means, with respect to the Initial Registration Statement required hereunder, the 30 th calendar day following
the date first set forth above. With respect to any additional Registration Statements which may be required pursuant to Section 2(c)
or Section 3(c), “Filing Date” means the earliest practical date on which the Company is permitted by SEC Guidance to file
such additional Registration Statement related to the Registrable Securities.

 “ Holder ”
mean each and every Shareholder who is a holder of Registrable Securities. Any reference to the singular “Holder” shall be
inclusive of all of the Holders (as if it read “each Holder”).

 “ Indemnified
Party ” shall have the meaning set forth in Section 5(c).

 “ Indemnifying
Party ” shall have the meaning set forth in Section 5(c).

 “ Initial
Registration Statement ” means the initial Registration Statement filed pursuant to this Agreement.

 “ Losses ”
shall have the meaning set forth in Section 5(a).

 “ Plan
of Distribution ” shall have the meaning set forth in Section 2(a).

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

 “ Prospectus ”
means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information
previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated by the
Commission pursuant to the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the
offering of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to
the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference
in such Prospectus.

 “ Registrable
Securities ” means any shares of Common Stock issuable upon conversion of shares of Preferred Stock (including shares of Common
Stock or Preferred Stock issued as dividends thereon) held by the Shareholders or hereinafter issued to the Shareholders. As to any particular
Registrable Securities, once issued, such securities shall cease to be Registrable Securities when (i) they are disposed of pursuant
to an effective Registration Statement under the Securities Act, (ii) they are sold to the public pursuant to Rule 144 or Rule 145 (or
other exemption from registration under the Securities Act) or (iii) they shall have ceased to be outstanding.

 2

 “ Registration
Statement ” means any registration statement required to be filed hereunder pursuant to Section 2(a) and any additional registration
statements contemplated by Section 2(c) or Section 3(c), including (in each case) the Prospectus, amendments and supplements to any such
registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated
by reference or deemed to be incorporated by reference in any such registration statement.

 “ Rule
415 ” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect
as such Rule.

 “ Rule
424 ” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect
as such Rule.

 “ Selling
Shareholder Questionnaire ” shall have the meaning set forth in Section 3(a).

 “ SEC
Guidance ” means (i) any publicly-available written or oral guidance of the Commission staff, or any comments, requirements
or requests of the Commission staff, (ii) the Securities Act and (iii) any other rules and regulations of the Commission.

 “ Shares ”
 means shares of Common Stock issued or issuable to the Holders pursuant to the Merger Agreement,
any shares of Common Stock issuable upon conversion of the Preferred Stock, any securities into which such shares of Common Stock shall
have been changed, or any securities resulting from any reclassification, distribution, dividend, recapitalization or similar transactions
with respect to such shares of Common Stock.

 2.
 Registration .

 (a)
On or prior to each Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale
of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on
a continuous basis pursuant to Rule 415. The Registration Statement filed hereunder shall be on Form S-1 or such other appropriate form
in accordance herewith, subject to the provisions of Section 2(e). Subject to the terms of this Agreement, the Company shall use its
reasonable commercial efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section
3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later than
the applicable Effectiveness Date, and shall use its reasonably commercial efforts to keep such Registration Statement continuously effective
under the Securities Act until (a) the date that all Registrable Securities covered by such Registration Statement (i) have been sold,
thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without
the requirement for the Company to be in compliance with the current public information requirement under Rule 144, as determined by
the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer
agent and the Holder, and (b) three years after the date of the Merger Agreement (the “ Effectiveness Period ”). The
Company shall telephonically request effectiveness of a Registration Statement as of 5:00 p.m. (New York City time) on a Trading Day.
The Company shall immediately notify the Holder via facsimile or by e-mail of the effectiveness of a Registration Statement on the same
Trading Day that the Company telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness
of such Registration Statement. The Company shall, by 9:30 a.m. (New York City time) on the Trading Day after the effective date of such
Registration Statement, file a final Prospectus with the Commission as required by Rule 424.

 3

 (b)
Notwithstanding the registration obligations set forth in Section 2(a), if the Commission informs the Company that all of the Registrable
Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration
statement, the Company agrees to promptly inform the Holder and use its commercially reasonable efforts to file amendments to the Initial
Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to be registered
by the Commission, on Form S-1 or such other form available to register for resale the Registrable Securities as a secondary offering,
subject to the provisions of Section 2(e); with respect to filing on Form S-1 or other appropriate form, and subject to the provisions
of Section 2(d) with respect to the payment of liquidated damages; provided , however , that prior to filing such amendment,
the Company shall be obligated to use diligent efforts to advocate with the Commission for the registration of all of the Registrable
Securities in accordance with the SEC Guidance, including without limitation, Securities Act Rules Compliance and Disclosure Interpretation
Question 612.09.

 (c)
Notwithstanding any other provision of this Agreement, if the Commission or any SEC Guidance sets forth a limitation on the number of
Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding
that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater portion of Registrable
Securities), unless otherwise directed in writing by the Holder as to its Registrable Securities, the Company shall reduce or eliminate
any securities to be included other than Registrable Securities. In the event of a cutback hereunder, the Company shall give the Holder
at least five (5) Trading Days prior written notice along with the calculations as to the Holder’s allotment. In the event the
Company amends the Initial Registration Statement in accordance with the foregoing, the Company will use its reasonable commercial efforts
to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities
in general, one or more registration statements on Form S-1 or such other form available to register for resale those Registrable Securities
that were not registered for resale on the Initial Registration Statement, as amended.

 (d)
Since Form S-3 is not available as of the date hereof for the registration of the resale of Registrable Securities hereunder, the Company
shall (i) register the resale of the Registrable Securities on another appropriate form and (ii) undertake to convert the Initial Registration
Statement into a shelf registration statement on Form S-3 or otherwise register the Registrable Securities on Form S-3 as soon as such
form is available, provided that the Company shall maintain the effectiveness of, and update or amend, as required the Registration Statement
(and any prospectus or prospectus supplement thereunder) then in effect until such time as a Registration Statement on Form S-3 covering
the Registrable Securities has been declared effective by the Commission.

 4

 (e)
Notwithstanding anything to the contrary contained herein, in no event shall the Company be permitted to name the Holder or affiliate
of the Holder as any Underwriter without the prior written consent of the Holder.

 3.
 Registration Procedures .

 In
connection with the Company’s registration obligations hereunder, the Company shall:

 (a)
Not less than five (5) Trading Days prior to the filing of the Registration Statement and not less than one (1) Trading Day prior to
the filing of any related Prospectus or any amendment or supplement thereto (including any document that would be incorporated or deemed
to be incorporated therein by reference), the Company shall (i) furnish to the Holder copies of all such documents proposed to be filed,
which documents (other than those incorporated or deemed to be incorporated by reference) will be subject to the review of the Holder,
and (ii) cause its officers and directors, counsel and independent registered public accountants to respond to such inquiries as shall
be necessary, in the reasonable opinion of respective counsel to the Holder, to conduct a reasonable investigation within the meaning
of the Securities Act. The Company shall not file a Registration Statement or any such Prospectus or any amendments or supplements thereto
to which the Holder of a majority of the Registrable Securities shall reasonably object in good faith, provided that, the Company is
notified of such objection in writing no later than five (5) Trading Days after the Holder has been so furnished copies of a Registration
Statement or one (1) Trading Day after the Holder has been so furnished copies of any related Prospectus or amendments or supplements
thereto.

 (b)
(i) Prepare and file with the Commission such amendments, including post-effective amendments, to a Registration Statement and the Prospectus
used in connection therewith as may be necessary to keep a Registration Statement continuously effective as to the applicable Registrable
Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements in order to
register for resale under the Securities Act all of the Registrable Securities, (ii) cause the related Prospectus to be amended or supplemented
by any required Prospectus supplement (subject to the terms of this Agreement), and, as so supplemented or amended, to be filed pursuant
to Rule 424, (iii) respond as promptly as reasonably possible to any comments received from the Commission with respect to a Registration
Statement or any amendment thereto and provide as promptly as reasonably possible to the Holder true and complete copies of all correspondence
from and to the Commission relating to a Registration Statement (provided that, the Company shall excise any information contained therein
which would constitute material non-public information regarding the Company or any of its Subsidiaries), and (iv) comply in all material
respects with the applicable provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable
Securities covered by a Registration Statement during the applicable period in accordance (subject to the terms of this Agreement) with
the intended methods of disposition by the Holder thereof set forth in such Registration Statement as so amended or in such Prospectus
as so supplemented.

 5

 (c)
If during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of Shares then registered
in a Registration Statement, then the Company shall file as soon as reasonably practicable, but in any case prior to the applicable Filing
Date, an additional Registration Statement covering the resale by the Holder of not less than the number of such Registrable Securities.

 (d)
Notify the Holder of Registrable Securities to be sold (which notice shall, pursuant to clauses (iii) through (vi) hereof, be accompanied
by an instruction to suspend the use of the Prospectus until the requisite changes have been made) as promptly as reasonably possible
(and, in the case of (i)(A) below, not less than one (1) Trading Day prior to such filing) and (if requested by any such Person) confirm
such notice in writing no later than one (1) Trading Day following the day (i)(A) when a Prospectus or any Prospectus supplement or post-effective
amendment to a Registration Statement is proposed to be filed, (B) when the Commission notifies the Company whether there will be a “review”
of such Registration Statement and whenever the Commission comments in writing on such Registration Statement, and (C) with respect to
a Registration Statement or any post-effective amendment, when the same has become effective, (ii) of any request by the Commission or
any other federal or state governmental authority for amendments or supplements to a Registration Statement or Prospectus or for additional
information, (iii) of the issuance by the Commission or any other federal or state governmental authority of any stop order suspending
the effectiveness of a Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings
for that purpose, (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption
from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding
for such purpose, and (v) of the occurrence of any event or passage of time that makes the financial statements included in a Registration
Statement ineligible for inclusion therein or any statement made in a Registration Statement or Prospectus or any document incorporated
or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to a Registration Statement,
Prospectus or other documents so that, in the case of a Registration Statement or the Prospectus, as the case may be, it will not contain
any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not misleading, and (vi) of the occurrence or existence of any pending
corporate development with respect to the Company that the Company believes may be material and that, in the determination of the Company,
makes it not in the best interest of the Company to allow continued availability of a Registration Statement or Prospectus; provided ,
 however , that in no event shall any such notice contain any information which would constitute material, non-public information
regarding the Company or any of its Subsidiaries and the Company agrees that the Holder shall not have any duty of confidentiality to
the Company or any of its Subsidiaries and shall not have any duty to the Company or any of its Subsidiaries not to trade on the basis
of such information.

 6

 (e)
Use its reasonable commercial efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order stopping or suspending
the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of
the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment.

 (f)
Furnish to the Holder, without charge, at least one conformed copy of the Registration Statement and each amendment thereto, including
financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent requested
by such Person, and all exhibits to the extent requested by such Person (including those previously furnished or incorporated by reference)
promptly after the filing of such documents with the Commission, provided that any such item which is available on the EDGAR system (or
successor thereto) need not be furnished in physical form.

 (g)
Subject to the terms of this Agreement, the Company hereby consents to the use of such Prospectus and each amendment or supplement thereto
by the selling Holder in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment
or supplement thereto, except after the giving of any notice pursuant to Section 3(d).

 (h)
The Company shall cooperate with any broker-dealer through which the Holder proposes to resell its Registrable Securities in effecting
a filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110, as requested by the Holder, and the Company shall
pay the filing fee required by such filing within two (2) Business Days of receipt of a request therefor.

 (i)
Prior to any resale of Registrable Securities by the Holder, use its commercially reasonable efforts to register or qualify or cooperate
with the selling Holder in connection with the registration or qualification (or exemption from the Registration or qualification) of
such Registrable Securities for the resale by the Holder under the securities or Blue Sky laws of such jurisdictions within the United
States as the Holder reasonably requests in writing, to keep each registration or qualification (or exemption therefrom) effective during
the Effectiveness Period and to do any and all other acts or things reasonably necessary to enable the disposition in such jurisdictions
of the Registrable Securities covered by each Registration Statement, provided that the Company shall not be required to qualify generally
to do business in any jurisdiction where it is not then so qualified, subject the Company to any material tax in any such jurisdiction
where it is not then so subject.

 7

 (j)
If requested by the Holder, cooperate with the Holder to facilitate the timely preparation and delivery of certificates representing
Registrable Securities to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free, to
the extent permitted by the Merger Agreement, of all restrictive legends, and to enable such Registrable Securities to be in such
denominations and registered in such names as the Holder may request. If requested by the Company, the Holder shall promptly
disclose to the Company its and its affiliates beneficial ownership of all Company securities.

 (k)
Upon the occurrence of any event contemplated by Section 3(d), as promptly as reasonably possible under the circumstances taking into
account the Company’s good faith assessment of any adverse consequences to the Company and its shareholders of the premature disclosure
of such event, prepare a supplement or amendment, including a post-effective amendment, to a Registration Statement or a supplement to
the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document
so that, as thereafter delivered, neither a Registration Statement nor such Prospectus will contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading. If the Company notifies the Holder in accordance with clauses (iii) through (vi) of Section
3(d) above to suspend the use of any Prospectus until the requisite changes to such Prospectus have been made, then the Holder shall
suspend use of such Prospectus. The Company will use its reasonable commercial efforts to ensure that the use of the Prospectus may be
resumed as promptly as is practicable. The Company shall be entitled to exercise its right under this Section 3(k) to suspend the availability
of a Registration Statement and Prospectus for a period not to exceed 60 calendar days (which need not be consecutive days) in any 12-month
period.

 (l)
Otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission under the Securities
Act and the Exchange Act, including, without limitation, Rule 172 under the Securities Act, file any final Prospectus, including any
supplement or amendment thereof, with the Commission pursuant to Rule 424 under the Securities Act, promptly inform the Holder in writing
if, at any time during the Effectiveness Period, the Company does not satisfy the conditions specified in Rule 172 and, as a result thereof,
the Holder is required to deliver a Prospectus in connection with any disposition of Registrable Securities and take such other actions
as may be reasonably necessary to facilitate the registration of the Registrable Securities hereunder.

 (m)
The Company shall use its reasonable best efforts to obtain and maintain eligibility for use of Form S-1 or Form S-3 (or any successor
form thereto) for the registration of the resale of the Registrable Securities.

 8

 (n)
The Company may require the selling Holder to furnish to the Company a certified statement as to the number of Shares beneficially owned
by the Holder and, if required by the Commission, the natural persons thereof that have voting and dispositive control over the Shares.
During any periods that the Company is unable to meet its obligations hereunder with respect to the registration of the Registrable Securities
solely because the Holder fails to furnish such information within three Trading Days of the Company’s request and any Event that
may otherwise occur solely because of the Holder’s actions such delay shall toll the applicable time periods hereunder as to the
Holder only, until such information is delivered to the Company.

 (o)
Notwithstanding any other provisions of this Agreement to the contrary, the Company shall cause (i) each Registration Statement (as of
the effective date of Registration Statement), any amendment thereof (as of the effective date thereof) or supplement thereto (as of
its date), (A) to comply in all material respects with applicable SEC Guidance and (B) not to contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading,
and (ii) any related Prospectus (including any preliminary Prospectus) and any amendment thereof or supplement thereto, as of its date,
(A) to comply in all material respects with applicable SEC Guidance and (B) not to contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary in order to make the statements therein, not misleading; provided,
however, the Company shall have no such obligations or liabilities with respect to any written information pertaining to the Holder and
furnished in writing to the Company by or on behalf of the Holder specifically for inclusion therein.

 (p)
The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the
rules and regulations adopted by the Commission thereunder (or, if the Company is not required to file such reports, it will, upon the
reasonable request of the Holder, make publicly available such necessary information for so long as necessary to permit sales pursuant
to Rules 144, 144A or Regulation S under the Securities Act), and it will take such further action as the Holder may reasonably request,
all to the extent required from time to time to enable the Holder, to sell Registrable Securities without registration under the Securities
Act within the limitation of the exemptions provided by (i) Rules 144, 144A or Regulation S under the Securities Act, as such rules may
be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the Commission. Upon the reasonable request
of the Holder, the Company will deliver to the Holder a written statement as to whether it has complied with such requirements and, if
not, the specifics thereof.

 4.
 Registration Expenses . All fees and expenses incident to the performance of or compliance with this Agreement by the Company shall
be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses
referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation,
fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with
the Commission, (B) with respect to filings required to be made with any Trading Market on which the Shares are then listed for trading,
and (C) in compliance with applicable state securities or Blue Sky laws reasonably requested by the Holder in writing (including, without
limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable
Securities), and (D) if not previously paid by the Company with respect to any filing that may be required to be made by any broker through
which the Holder intends to make sales of Registrable Securities with FINRA pursuant to FINRA Rule 5110, so long as the broker is receiving
no more than a customary brokerage commission in connection with such sale, (ii) printing expenses (including, without limitation, expenses
of printing certificates for Registrable Securities), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of
counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses
of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement.
In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions
contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal
or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable
Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions
of the Holder or, except to the extent provided for in the Transaction Documents, any legal fees or other costs of the Holder.

 9

 5.
 Indemnification .

 (a)
 Indemnification by the Company . The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless,
to the fullest extent permitted by applicable law, the Holder, the officers, directors, members, partners, agents, brokers (including
brokers who offer and sell Registrable Securities as principal as a result of a pledge or any failure to perform under a margin call),
investment advisors and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding
a lack of such title or any other title) of each of them, each Person who controls any the Holder (within the meaning of Section 15 of
the Securities Act or Section 20 of the Exchange Act) and the officers, directors, members, shareholders, partners, agents and employees
(and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any
other title) of each such controlling Person, from and against any and all losses, claims, damages, liabilities, costs (including, without
limitation, reasonable attorneys’ fees) and expenses (collectively, “ Losses ”), as incurred in investigating,
preparing or defending against any litigation, commence or threatened, or any claim, arising out of or relating to (1) any failure by
the Company to comply with the covenants and agreements contained in this Agreement, (2) any failure
to register or qualify Registrable Securities in any state where the Company or its agents have affirmatively undertaken or agreed in
writing that the Company (the undertaking of any underwriter being attributed to the Company) will undertake such registration or qualification
on behalf of the Holder of such Registrable Securities ( provided that in such instance the Company shall not be so liable if it
has undertaken its reasonable best efforts to so register or qualify such Registrable Securities), (3) any untrue or alleged untrue
statement of a material fact contained in, or incorporated by reference into, a Registration Statement, any Prospectus or any form of
prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or any omission or alleged omission of a material
fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto,
in light of the circumstances under which they were made) not misleading or (4) any violation or alleged violation by the Company of
the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the performance
of its obligations under this Agreement, except to the extent, but only to the extent, that (i) such untrue statements or omissions are
based solely upon information regarding the Holder furnished in writing to the Company by the Holder expressly for use therein, or to
the extent that such information relates to the Holder or the Holder’s proposed method of distribution of Registrable Securities
and was reviewed and expressly approved in writing by the Holder expressly for use in a Registration Statement, such Prospectus or in
any amendment or supplement thereto or (ii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi),
the use by the Holder of an outdated, defective or otherwise unavailable Prospectus after the Company has notified the Holder in writing
that the Prospectus is outdated, defective or otherwise unavailable for use by the Holder and prior to the receipt by the Holder of the
Advice contemplated in Section 6(c). The Company shall notify the Holder promptly of the institution, threat or assertion of any Proceeding
arising from or in connection with the transactions contemplated by this Agreement of which the Company is aware. Such indemnity shall
remain in full force and effect regardless of any investigation made by or on behalf of such indemnified person and shall survive the
transfer of any Registrable Securities by any of the Holder in accordance with Section 6(f).

 10

 (b)
 Indemnification by the Holder . The Holder shall indemnify and hold harmless, to the fullest extent permitted by applicable law,
the Company, its directors, officers, agents and employees, each Person who controls the Company (within the meaning of Section 15 of
the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons,
from and against all Losses, as incurred, to the extent arising out of or based solely upon: any untrue or alleged untrue statement of
a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary
prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary
to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were
made) not misleading to the extent, but only to the extent, that such untrue statement or omission is contained in any information so
furnished in writing by the Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus. In no event
shall the liability of the selling Holder be greater in amount than the dollar amount of the proceeds (net of all expenses paid by the
Holder in connection with any claim relating to this Section 5 and the amount of any damages the Holder has otherwise been required to
pay by reason of such untrue statement or omission) received by the Holder upon the sale of the Registrable Securities included in the
Registration Statement giving rise to such indemnification obligation.

 (c)
 Conduct of Indemnification Proceedings . If any Proceeding shall be brought or asserted against any Person entitled to indemnity
hereunder (an “ Indemnified Party ”), such Indemnified Party shall promptly notify the Person from whom indemnity is
sought (the “ Indemnifying Party ”) in writing, and the Indemnifying Party shall have the right to assume the defense
thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses
incurred in connection with defense thereof, provided that the failure of any Indemnified Party to give such notice shall not relieve
the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that it shall be
finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such failure
shall have materially and adversely prejudiced the Indemnifying Party. The Indemnified Party shall provide the Indemnifying Party with
regular and timely progress updates with respect to any Proceedings.

 An
Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but
the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party
has agreed in writing to pay such fees and expenses, (2) the Indemnifying Party shall have failed promptly to assume the defense of such
Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding, or (3) the named parties to
any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and counsel to
the Indemnified Party shall reasonably believe that a material conflict of interest is likely to exist if the same counsel were to represent
such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing
that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to
assume the defense thereof and the reasonable fees and expenses of no more than one separate counsel shall be at the expense of the Indemnifying
Party). The Indemnifying Party shall not be liable for any settlement of any such Proceeding effected without its written consent, which
consent shall not be unreasonably withheld or delayed. No Indemnifying Party shall, without the prior written consent of the Indemnified
Party, effect any settlement of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes
an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding.

 Subject
to the terms of this Agreement, all reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses to
the extent incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section)
shall be paid to the Indemnified Party, as incurred, within ten Trading Days of written notice thereof to the Indemnifying Party, provided
that the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such fees and expenses applicable to such
actions for which such Indemnified Party is finally determined by a court of competent jurisdiction (which determination is not subject
to appeal or further review) not to be entitled to indemnification hereunder.

 11

 (d)
 Contribution . If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold
an Indemnified Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified
Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection
with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative
fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in
question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has
been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or
payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any
reasonable attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party
would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party
in accordance with its terms.

 The
parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata
allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately
preceding paragraph. In no event shall the contribution obligation of the Holder of Registrable Securities be greater in amount than
the dollar amount of the proceeds (net of all expenses paid by the Holder in connection with any claim relating to this Section 5 and
the amount of any damages the Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligation.

 The
indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have
to the Indemnified Parties.

 6.
 Miscellaneous .

 (a)
 Remedies . In the event of a breach by the Company or by the Holder of any of their respective obligations under this Agreement,
the Holder or the Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement,
including recovery of damages, shall be entitled to specific performance of its rights under this Agreement. Each of the Company and
the Holder agrees that monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by it of
any of the provisions of this Agreement and hereby further agrees that, in the event of any action for specific performance in respect
of such breach, it shall not assert or shall waive the defense that a remedy at law would be adequate.

 12

 (b)
 Discontinued Disposition . By its acquisition of Registrable Securities, the Holder agrees that, upon receipt of a notice from
the Company of the occurrence of any event of the kind described in Section 3(d)(iii) through (vi), the Holder will forthwith discontinue
disposition of such Registrable Securities under a Registration Statement until it is advised in writing (the “ Advice ”)
by the Company that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. The Company will
use its best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable. The Company agrees and acknowledges
that any periods during which the Holder is required to discontinue the disposition of the Registrable Securities hereunder shall be
subject to the provisions of Section 2(e).

 (c)
 Piggy Back Registrations . If, at any time during the Effectiveness Period, there is not an effective Registration Statement covering
all of the Registrable Securities and the Company shall determine to prepare and file with the Commission a registration statement relating
to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form
S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely
in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock
option or other employee benefit plans, then the Company shall deliver to the Holder a written notice of such determination as soon as
practicable, and in no event less than 15 days prior to the date of filing of such registration statement, and, if within fifteen (10)
days after the date of the delivery of such notice, any the Holder shall so request in writing, the Company shall include in such registration
statement all Registrable Securities the Holder requests to be registered; provided, however, that the Company shall not be required
to register any Registrable Securities pursuant to this Section 6(d) that are eligible for resale pursuant to Rule 144 (without volume
restrictions or current public information requirements) promulgated by the Commission pursuant to the Securities Act or that are the
subject of a then effective Registration Statement.

 (d)
 Amendments and Waivers . The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified
or supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the same shall be in writing
and signed by the Company and the Holder of 50.1% or more of the then outstanding Registrable Securities (for purposes of clarification,
this includes any Registrable Securities issuable upon exercise or conversion of any Security), provided that, if any amendment, modification
or waiver disproportionately and adversely impacts the Holder, the consent of such disproportionately impacted Holder shall be required.
If a Registration Statement does not register all of the Registrable Securities pursuant to a waiver or amendment done in compliance
with the previous sentence, then the Holder shall have the right to designate which of its Registrable Securities shall be omitted from
such Registration Statement. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to
a matter that relates exclusively to the rights of the Holder may be given only by the Holder of all of the Registrable Securities to
which such waiver or consent relates; provided , however , that the provisions of this sentence may not be amended, modified,
or supplemented except in accordance with the provisions of the first sentence of this Section 6(d). No consideration shall be offered
or paid to any Person to amend or consent to a waiver or modification of any provision of this Agreement unless the same consideration
also is offered to all of the parties to this Agreement.

 13

 (e)
 Notices . Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be delivered
as set forth in the Merger Agreement.

 (f)
 Successors and Assigns . This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns
of each of the parties and shall inure to the benefit of the Holder. The Company may not assign (except by merger, subject to any successor
entity assuming in writing all of the obligations of the Company under this Agreement) its rights or obligations hereunder without the
prior written consent of the Holder of the then outstanding Registrable Securities. The Holder may assign their respective rights hereunder
in the manner and to the Persons as permitted under Section 5.7 of the Merger Agreement.

 (g)
 No Inconsistent Agreements . Neither the Company nor any of its Subsidiaries has entered, as of the date hereof, nor shall the
Company or any of its Subsidiaries, on or after the date of this Agreement, enter into any agreement with respect to its securities,
that would have the effect of impairing the rights granted to the Holder in this Agreement or otherwise conflicts with the provisions
hereof. Neither the Company nor any of its Subsidiaries has previously entered into any agreement granting any registration rights with
respect to any of its securities to any Person that have not been satisfied in full.

 (h)
 Execution and Counterparts . This Agreement may be executed in two or more counterparts, all of which when taken together shall
be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to
the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered
by facsimile transmission or by e-mail delivery of a “.pdf” format data file or DocuSign, such signature shall create a valid
and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such
facsimile or “.pdf” or DocuSign signature page were an original thereof.

 (i)
 Governing Law . All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be
determined in accordance with the provisions of the Merger Agreement.

 (j)
 Cumulative Remedies . The remedies provided herein are cumulative and not exclusive of any other remedies provided by law.

 (k)
 Severability . If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to
be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall
remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially
reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would
have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared
invalid, illegal, void or unenforceable.

 (l)
 Headings . The headings in this Agreement are for convenience only, do not constitute a part of the Agreement and shall not be
deemed to limit or affect any of the provisions hereof.

 (m)
 Term . T his Agreement shall terminate with respect to the Holder, on the earlier of (i) the
written consent of the Holder, (ii) the date on which all Registrable Securities may be resold by the Holder without registration under
the Securities Act and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for
the Company to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar
effect, (iii) if all of the Registrable Securities held by the Holder have been sold in a registration pursuant to the Securities Act
or pursuant to an exemption therefrom or (iv) the third anniversary of the signing of the Merger Agreement.

 14

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

 CYCURION,
inc.

 By:
 /s/
 L. Kevin Kelly

 Name:
 L.
Kevin Kelly

 Title:
 Chief
 Executive Officer

 SECUVANT,
LLC

 By:
 /s/
 Ryan Layton

 Name:
 Ryan
Layton

 Title:
 Chief
 Executive Officer

 [Signature
Page of Holders Follows]

 15

 [SIGNATURE
PAGE OF the HOLDER TO CYCURION, inc,

 REGISTRATION
RIGHTS AGREEMENT]

 Name
of Holder: Todd Neilson

 Signature
of Authorized Signatory of Holder : /s/ Todd Neilson

 Name
of Authorized Signatory: Todd Neilson

 Title
of Authorized Signatory: Individual

 16

 [SIGNATURE
PAGE OF the HOLDER TO CYCURION, inc,

 REGISTRATION
RIGHTS AGREEMENT]

 Name
of Holder: Lighthouse Business Catalysts, LLC

 Signature
of Authorized Signatory of Holder : /s/ Jared Mabey

 Name
of Authorized Signatory: Jared Mabey

 Title
of Authorized Signatory: Manager

 17

 [SIGNATURE
PAGE OF the HOLDER TO CYCURION, inc,

 REGISTRATION
RIGHTS AGREEMENT]

 Name
of Holder: Kent Howard

 Signature
of Authorized Signatory of Holder : /s/ Kent Howard

 Name
of Authorized Signatory: Kent Howard

 Title
of Authorized Signatory: Individual

 18

 [SIGNATURE
PAGE OF the HOLDER TO CYCURION, inc,

 REGISTRATION
RIGHTS AGREEMENT]

 Name
of Holder: Elgan Jones

 Signature
of Authorized Signatory of Holder : /s/ Elgan Jones

 Name
of Authorized Signatory: Elgan Jones

 Title
of Authorized Signatory: Individual

 19

 [SIGNATURE
PAGE OF the HOLDER TO CYCURION, inc,

 REGISTRATION
RIGHTS AGREEMENT]

 Name
of Holder: Danny White

 Signature
of Authorized Signatory of Holder : /s/ Danny White

 Name
of Authorized Signatory: Danny White

 Title
of Authorized Signatory: Individual

 20

 [SIGNATURE
PAGE OF the HOLDER TO CYCURION, inc,

 REGISTRATION
RIGHTS AGREEMENT]

 Name
of Holder: Clear Path Investments, LLC

 Signature
of Authorized Signatory of Holder : /s/ Ryan Layton

 Name
of Authorized Signatory: Ryan Layton

 Title
of Authorized Signatory: Manager

 21

 [SIGNATURE
PAGE OF the HOLDER TO CYCURION, inc,

 REGISTRATION
RIGHTS AGREEMENT]

 Name
of Holder: Brian Tenney

 Signature
of Authorized Signatory of Holder : /s/ Brian Tenney

 Name
of Authorized Signatory: Brian Tenney

 Title
of Authorized Signatory: Individual

 22