Form 8-K

8-K — Quantum Cyber N.V.

Accession: 0001213900-26-058427

Filed: 2026-05-18

Period: 2026-05-12

CIK: 0001874252

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Entry into a Material Definitive Agreement

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — ea0291236-8k_quantum.htm (Primary)

EX-10.1 — ADVISORY AGREEMENT, DATED AS OF MAY 12, 2026, BY AND BETWEEN QUANTUM CYBER N.V. AND ALEXANDER GUREVICH (ea029123601ex10-1.htm)

EX-10.2 — INTELLECTUAL PROPERTY LICENSE AGREEMENT, DATED AS OF MAY 12, 2026, BY AND BETWEEN BP UNITED, INC. AND THE COMPANY (ea029123601ex10-2.htm)

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8-K — CURRENT REPORT

8-K (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported):

May 12, 2026

Quantum Cyber N.V.

(Exact Name of Registrant as Specified in its

Charter)

The Netherlands

001-41010

N/A

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

1501 Belvedere Road Suite 500, West Palm Beach,

FL 33406

(Address of Principal Executive Offices) (Zip

Code)

+1 (561) 562-4111

(Registrant’s telephone number,

including area code)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General

Instruction A.2. below):

☐ Written communications pursuant

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

☐ Soliciting material pursuant to

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

☐ Pre-commencement communications

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

☐ Pre-commencement communications

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

Securities registered pursuant to Section 12(b)

of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange On Which Registered

Ordinary Shares, nominal value €0.01 per share

QUCY

Nasdaq Capital Market

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2

of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement

Advisory Agreement

In connection with entry into the License

Agreement (as defined below), on May 12, 2026 (the “Effective Date”), Quantum Cyber N.V. (the “Company”)

entered into that certain Advisory Agreement (the “Agreement”) with Alexander Gurevich (the “Advisor”),

pursuant to which the Company engaged Mr. Gurevich to serve as an independent advisor to the Company.

Under the terms of the Agreement, the Advisor

agrees to attend four advisory meetings per year and to devote appropriate time and attention to advising the Company on strategic transactions.

The term of the Agreement shall be twelve months from the Effective Date, provided that certain covenants of the parties relating to confidentiality,

non-solicitation, among others, shall survive the term of the Agreement. The Company may terminate the Agreement with at least ten days

prior written notice to the Advisor.

Pursuant to the Agreement, in consideration for the services rendered,

the Company has agreed to issue to the Advisor 5,000,000 restricted shares of the Company’s ordinary shares, at a price per share

of $0.40, the closing price on the date the Board of Directors approved the Agreement, as well as reimbursement for all reasonable business

travel expenses previously authorized in writing by the Company and incurred by the Advisor in connection with his duties.

The Agreement also contains customary provisions

including non-solicitation, a non-circumvention and confidentiality.

The foregoing description of the Agreement does

not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which is filed hereto as Exhibit

10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Intellectual Property License Agreement

On May 12, 2026, the Company entered into an Intellectual

Property License Agreement (the “License Agreement”) with BP United Inc., a Delaware corporation (“BP United”),

pursuant to which BP United has granted to the Company an exclusive, sublicensable, perpetual, and fully paid-up worldwide license under

certain intellectual property owned or controlled by BP United (the “Licensed Technology”), including patents, patent applications,

trademarks, trade secrets, know-how, and other technology, to make, have made, use, offer to sell, sell, import, and otherwise exploit

products and services incorporating the Licensed Technology (the “Licensed Products”). The Licensed Technology is applicable

to multiple fields of use and applications, including, without limitation, drones, cyber technology, and other applications as the Company

may determine.

The license granted under the License Agreement

is not limited to any specific field of use, application, or industry. BP United has agreed not to, and not to grant others the right

to, make, use, offer to sell, sell, import, or otherwise exploit Licensed Products or Licensed Technology during the term of the License

Agreement worldwide. The Company may grant sublicenses under the license through multiple tiers, to any of its affiliates, subsidiaries,

or third parties, at the Company’s sole discretion.

As consideration for the license and rights granted

under the License Agreement, and subject to the satisfaction of certain conditions precedent, the Company has agreed to pay to BP United:

(a) Five Million US Dollars ($5,000,000) in cash; and (b) 20,000,000 shares of common stock of the Company (the “Licensor Consideration

Shares”), in the form of restricted stock with a six-month lock-up period and a five percent (5%) average weighted volume restriction,

issued at a price per share equal to the closing price on the date prior to the effective date of the License Agreement. The Licensor

Consideration Shares will be issued pursuant to a securities purchase agreement between the Company and BP United in substantially the

form attached to the License Agreement, to be entered into upon satisfaction of the conditions precedent set forth in the License Agreement.

The Company’s obligation to pay the foregoing consideration is subject to certain conditions precedent, including the completion

of intellectual property due diligence to the Company’s satisfaction in its sole discretion, the filing and acceptance by the United

States Patent and Trademark Office of any corrective filings requested by the Company, the execution of the applicable securities purchase

agreements, and the continued effectiveness of an Advisory Agreement (as described below). If such conditions precedent are not satisfied

within ninety (90) days of the effective date of the License Agreement, the Company may terminate the License Agreement and the Supply

Agreement (as described below) without any obligation to pay the consideration described above.

The License Agreement is effective in perpetuity

unless earlier terminated. The Company may terminate the License Agreement at any time without cause upon thirty (30) business days’

written notice. Either party may terminate for material breach upon ninety (90) days’ written notice (subject to cure). In the event

of termination by the Company for BP United’s material breach, the Company may elect to retain all rights and licenses on a fully

paid-up, perpetual, irrevocable basis, and BP United is required to cooperate in a technology transfer.

BP United has represented and warranted, among

other things, that the Licensed Technology is not in development and is ready for commercialization as of the effective date, and that

BP United has not withheld any information material to the commercial readiness of the Licensed Technology.

The License Agreement also contains customary

representations and warranties, indemnification provisions (including IP infringement indemnification by BP United), confidentiality obligations,

patent prosecution and enforcement provisions, and intellectual property protection under Section 365(n) of the U.S. Bankruptcy Code.

In connection with the License Agreement, the

Company and BP United intend to enter into a Commercial Supply Agreement (the “Supply Agreement”). Under the Supply Agreement,

BP United is the exclusive manufacturer and supplier of products incorporating the Licensed Technology (the “Products”) to

the Company. The Company has agreed to purchase its requirements of Products exclusively from BP United, except following an Inability

to Supply Event (as defined in the Supply Agreement), in which case the Company may, in its sole discretion, manufacture or have manufactured

the Products using the Licensed Technology without limitation.

The foregoing description of the License Agreement

does not purport to be complete and is qualified in its entirety by reference to the full text of the License Agreement, which is filed

hereto as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Director

Effective as of May 13, 2026, to fill vacancy

in the composition of the Board of Directors (the “Board”), the Board of the Company appointed Peter O’Rourke to serve

as a director until the annual general meeting of the Company to be held in 2027 or until Mr. O’Rourke’s successor is duly

elected and qualified, or his earlier death, resignation or removal. Mr. O’Rourke has not yet been appointed to serve on any committee

of the Board. Mr. O’Rourke will receive the Company’s standard compensation for non-employee directors, which is described

in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 25, 2026.

Peter O’Rourke has served as a director

of the Board since May 2026. Mr. O’Rourke has served as Managing Partner at TCI Partners, a consulting firm focused on healthcare,

aerospace and the public sector, from December 2018 to present. From November 2020-July 2022, Mr. O’Rourke was President and Director

for Western Magnesium Corporation where he created the U.S. operations strategy and team during the technology pilot phase of the company,

and led enterprise and defense business development, government affairs, and communications. From January 2017 to December 2018, Mr. O’Rourke

served as the Acting Secretary and Chief of Staff of the Department of Veteran Affairs. From May 2015 to July 2016, Mr. O’Rourke

served as a principal of Calibre Systems, Inc., a consulting firm. Mr. O’Rourke also served in both the U.S. Navy and Air Force.

From June 2021 to July 2025 Mr. O’Rourke served as the Chairman of the Board of Directors for NorthView Acquisition Corporation.

Since July 2025, Mr. O’Rourke has been the Lead Independent Director and Chairman of the Nominations and Governance Committee of

ProFusa, Inc., and he has served as Director for AXIM Biotechnologies from July 2020 to present. Mr. O’Rourke received a Bachelor

of Arts in Political Science from the University of Tennessee in Knoxville as well as a Master of Science in Logistics and Supply Chain

Management from the United States Air Force’s Institute of Technology.

There are no arrangements or understandings between

Mr. O’Rourke and any other person pursuant to which Mr. O’Rourke was named a director of the Company. Mr. O’Rourke does

not have any direct or indirect material interest in any transaction or proposed transaction required to be reported under Item 404(a)

of Regulation S-K promulgated under the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.

Exhibit

10.1

Advisory Agreement, dated as of May 12, 2026, by and between Quantum Cyber N.V. and Alexander Gurevich.

10.2*

Intellectual Property License Agreement, dated as of May 12, 2026, by and between BP United, Inc. and the Company

104

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

* Exhibits and/or schedules have been omitted pursuant to Item

601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish supplementally copies of any of the omitted exhibits and schedules

upon request by the SEC; provided, however, that the registrant may request confidential treatment pursuant to Rule 24b-2 under the Exchange

Act for any exhibits or schedules so furnished.

SIGNATURES

Pursuant to the requirements

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

duly authorized.

Quantum Cyber N.V.

By:

/s/ William Caragol

Name:

William Caragol

Title:

Chief Financial Officer

Dated: May 18, 2026

EX-10.1 — ADVISORY AGREEMENT, DATED AS OF MAY 12, 2026, BY AND BETWEEN QUANTUM CYBER N.V. AND ALEXANDER GUREVICH

EX-10.1

Filename: ea029123601ex10-1.htm · Sequence: 2

Exhibit 10.1

ADVISORY AGREEMENT

This Advisory Agreement (“Agreement”)

is made as of May 12, 2026, by and between Quantum Cyber N.V., a Dutch corporation (the “Company”); and Alexander Gurevich,

an individual (the “Advisor”).

W I T N E S S E T H:

WHEREAS, the Company wishes

to engage the Advisor and the Advisor is willing to accept such engagement upon the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration

of the mutual covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,

the parties hereto hereby agree as follows:

1. Services.

Upon the terms and subject to the conditions of this Agreement and with effect from the Effective Date (as defined below), the Company

hereby engages the Advisor to provide services on the terms and conditions provided in this Agreement. The Advisor agrees to attend four

(4) advisory meetings per year and to devote appropriate time and attention to advising the Company on strategic transactions.

2. Term

of Engagement. The term of the Advisor’s engagement by the Company under this Agreement shall commence on the date hereof (the

“Effective Date”) and shall terminate on the Termination Date (as defined in Section 5 hereof) (the “Contract

Period”).

3. Independent

Contractor. The Advisor would be an independent contractor, not an employee or agent of the Company. The Advisor shall act solely

in an introductory function and shall not be involved in any negotiation nor document preparation between the Company and a Member. The

Advisor is not a registered broker-dealer, and shall not provide any services that could reasonably be interpreted otherwise.

Compensation.

(a) Fee.

In consideration of the Services rendered by the Advisor hereunder, and provided that the Advisor is in compliance with his obligations

hereunder, the Company will issue to the Advisor a fee equal to 5,000,000 restricted shares of ordinary stock of the Company.

(b) Expenses.

The Company shall reimburse the Advisor for all reasonable business travel expenses previously authorized in writing by the Company and

reasonably and necessarily incurred by the Advisor in the performance of his duties, responsibilities, and authorities hereunder. The

Advisor shall comply with such budget limitations and approval and reporting requirements with respect to expenses as the Company may

establish from time to time.

5. Termination

Provisions. The Contract Period shall terminate, and the Advisor’s engagement hereunder shall cease, effective upon the date

of any of the occurrences set forth below (the “Termination Date”).

(a) Termination

By Reason of Timing. The Contract Period shall automatically terminate on May 12, 2027 (such date being the Termination Date). However,

the terms of Section 6 hereof, shall be binding for five (5) years following the Termination Date if terminated pursuant to this Section

5(a).

(b) Termination

by the Company. Anything contained herein to the contrary notwithstanding, the Company may terminate the Contract Period upon at least

ten (10) days’ prior written notice to the Advisor at any time for any or for no reason (such 10th day being the Termination

Date). However, the terms of Section 6 hereof, shall be binding for five (5) years following the Termination Date if terminated pursuant

to this Section 5(b).

Covenants of the Parties.

(a) Nonsolicitation

of Employees of the Company, Affiliates of the Company or Customers or Suppliers of the Company. During the Contract Period and for

five (5) years following the Contract Period (the “Subject Period”), the Advisor shall not, directly or indirectly

on behalf of any business, firm, corporation, partnership, person, proprietorship or other entity, incorporated or otherwise, and shall

use his best efforts to cause each business, firm, corporation, partnership, person, proprietorship and other entity with which he is

or shall become associated in any capacity not to, (i) solicit for employment, employ or otherwise engage any employee or Advisor of the

Company, without the written consent of the Company, or (ii) except in connection with the performance of his duties hereunder and in

accordance herewith, solicit, interfere with, endeavor to entice away from the Company or communicate with regarding the business of the

Company any customer or supplier of the Company.

(b)

Non-Circumvention.

(i) The

parties hereto will not, for a period beginning on the Effective Date and ending three (3) years from the Termination Date, enter into

any direct or indirect negotiations or transactions with such contacts revealed by the other party; and that they further undertake not

to enter into business transaction with other bodies, the names of which have been provided by one of the parties to this Agreement, unless

previous written permission has been obtained from the other party(ies) to do so. For the sake of this Agreement, it does not matter whether

information is obtained from a natural or a legal person. The parties also undertake not to make use of a third party to circumvent this

clause.

(ii) That

in the event of circumvention by either party, directly or indirectly, the circumvented party shall be entitled to a legal monetary penalty

equal to the maximum advantage it should realize from such a transaction plus any and all expenses, including legal expenses, that would

arise in the recovery of these funds, plus further damages as attributed.

With Laws. In performing his duties hereunder the Advisor agrees to comply with all applicable governmental laws, rules and regulations

and all applicable policies and procedures of the Company.

- 2 -

(d) “Confidential

Information”. As used herein “Confidential Information” shall mean any and all written, electronic, oral or other

information (including any material or media containing information) of, concerning or relating to the Company or any of its affiliates

(as defined below) or their respective businesses, projects, processes, operations, activities or affairs, whether of a proprietary, intellectual,

technical or financial nature or otherwise (including, without limitation, documents, instruments, files, environmental information, financial

information, business plans and proposals, ideas, concepts, trade secrets, know-how, processes, programs, and other technical or business

information, whether concerning any proposed transactions, business, investments, or otherwise) and specifically including any information

prepared or developed for the Company by the Advisor or any information prepared or developed for the Advisor by the Company, except:

(i) information

not of a confidential or proprietary nature which was known to, or independently developed by, the Advisor prior to the Effective Date

and not obtained or derived in contravention of any confidentiality obligation;

(ii) information

which at the time of disclosure is already in the public domain or information which, after disclosure, becomes part of the public domain

by publication or otherwise through no act or fault of the Advisor; or

(iii) Information

obtained from a third party in lawful possession of such information which is not under a confidentiality obligation to the Company or

any of its affiliates.

(e)

Confidentiality. The Advisor shall

(i) Keep the Confidential

Information confidential and secret, and not, without previous written consent of the Company, directly or indirectly disclose the Confidential

Information to any third party, except as expressly permitted in paragraph (b) below;

(ii) Disclose

or divulge the Confidential Information (directly or indirectly) only to those officers, employees, agents and other representatives of

the Advisor (“Representatives”) who have a need to know Confidential Information, provided that the Advisor shall cause the

Representatives to be provided a copy of this Agreement and shall secure their agreement to be bound hereby, and provided, further, that

the Advisor shall be liable to the Company in the event that any Confidential Information is disclosed by any of the Representatives in

contravention of this Agreement;

(iii) Not use

the Confidential Information directly or indirectly for any purpose other than the Permitted Purpose;

(iv) Not

disclose or divulge directly or indirectly to any person or entity not bound by this Agreement the existence of (A) the

Advisor’s discussions or working relationship with the Company or (B) any of the matters or projects on which the Advisor is

working with or for the Company, without the prior written consent of the Company;

- 3 -

(v) Exercise at

least the same degree of care with respect to the Confidential Information as the Advisor uses in handling its own confidential and proprietary

information, provided that the Advisor shall not use less than the care that a reasonable person would use in protecting their own confidential

and proprietary information; and

(vi) Notify the

Company promptly upon discovery of any unauthorized use or disclosure of the Confidential Information or any other breach of this Agreement

by the Advisor or its Representatives, and Advisor shall cooperate with the Company in every reasonable way to help the Company regain

possession of the Confidential Information and prevent its further unauthorized use.

Notwithstanding the foregoing, obligations

provided for herein shall be suspended with respect to Confidential Information that the Advisor becomes obligated to disclose pursuant

to applicable law, governmental regulation, subpoena or court order (“Legal Requirement”). In such event, the Advisor shall

give the Company timely notice of the occurrence of any Legal Requirement so that the Company shall have sufficient time to make an informed

decision as to whether to waive compliance with this Agreement and/or seek a protective order or other legal remedy to prevent disclosure.

In any such event, the Advisor shall disclose only such information to the extent expressly required by the Legal Requirement, shall notify

the disclosee of the confidential nature of the information so furnished and shall disclose such information under seal or otherwise request

that the disclosee protect the confidentiality of such information.

(f) Miscellaneous.

For purposes of Section 6 hereof, the term “Advisor” shall include the Advisor’s affiliates and advisors.

Representations and Warranties.

(a) The Company. The Company hereby

represents and warrants to the Advisor as follows:

(i) the

Company is duly incorporated, validly existing and in good standing under the laws of the Netherlands; and

(ii) this Agreement has been duly authorized, executed

and delivered by the Company. as follows:

- 4 -

(b)

The Advisor. The Advisor hereby represents and warrants to the Company

(i)

the Advisor has full legal capacity to enter into this Agreement;

(ii) the

execution, delivery and performance by the Advisor of this Agreement will not conflict with or result in a breach of any of the terms,

conditions or provisions of, or constitute (with due notice or lapse of time or both) a default under, any agreement or instrument to

which the Advisor is a party or by which he is bound;

(iii)

this Agreement has been duly executed and delivered by the Advisor; and

(iv) the

Advisor has made such investigations of the business and properties of the Company as he deems necessary or appropriate before entering

into this Agreement and has been given a sufficient amount of time to review this Agreement with counsel and other professionals of his

choice and has done so to the extent he desires.

Successors; Assignment.

(a) The

Company. Except as herein provided, the Company may not assign any of its rights or obligations under this Agreement without the written

consent of the Advisor. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Company and its

successors and permitted assigns.

(b) The

Advisor. Neither this Agreement, nor any right, obligation or interest hereunder, may be assigned by the Advisor, his beneficiaries,

or his legal representatives without the prior written consent of the Company; provided, however, that nothing in this paragraph

(b) shall preclude (i) the Advisor from designating a beneficiary to receive any benefit payable hereunder upon his death, or (ii) the

executors, administrators, or other legal representatives of the Advisor or his estate from assigning any such rights hereunder to distributees,

legatees, beneficiaries, testamentary trustees or other legal heirs of the Advisor. Subject to the foregoing, this Agreement shall be

binding upon and inure to the benefit of the Advisor and his executors and administrators.

9. Waiver

of Breach. The waiver by the Company or the Advisor of a breach of any provision of this Agreement by the other party shall not be

construed as a waiver of any continuing or subsequent breach of the same provision or of any other provision of this Agreement. It is

also understood and agreed that no failure or delay by the Company in exercising any right, power or privilege hereunder shall operate

as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or future exercise thereof or the exercise of

any other right, power or privilege hereunder.

- 5 -

10. Notices.

All notices and other communications hereunder shall be in writing and shall be deemed to have been given when delivered by hand or courier

service, or mailed by first-class certified mail, postage prepaid and return receipt requested, addressed as follows:

If to the Company:

Quantum Cyber N.V. 1510 Belvedere Road Suite 500

West Palm Beach, FL 33406

If to the Advisor:

Alexander Gurevich

20855 Northeast 16th Ave., Suite

C-38

Miami, FL 33179

or, in each case, at such other address as may from time to time be specified to the other party in a notice

similarly given.

11.

Governing Law; Litigation.

(a) Governing

Law. This Agreement shall be governed by end construed in accordance with the internal laws of the State of New York applicable to

agreements made and to be performed entirely within such State.

(b) Litigation.

Each of the Company and the Advisor hereby agrees that the courts of the State of New York shall have jurisdiction to hear and determine

any claims or disputes pertaining to this Agreement or to any matter arising therefrom. Each of the Company and the Advisor expressly

submits and consents in advance to such jurisdiction in any action commenced in such courts, hereby waiving personal service of the summons

and complaint or other process or papers issued therein, and agreeing that service of such summons and complaint, or other process or

papers, may be made in any manner permitted by the laws of the State of New York including if permissible the same manner as notices hereunder

may be given pursuant to Section 10. The choice of forum set forth in this paragraph (b) shall not be exclusive nor shall it preclude

the enforcement of any judgment obtained in such forum or the taking of any action under this Agreement to enforce such judgment in any

appropriate jurisdiction.

12. Expenses.

All costs and expenses (including attorneys’ fees) incurred in connection with the negotiation and preparation of, or any claim,

dispute or litigation pertaining to, this Agreement shall be paid by the party incurring such expenses.

13. Entire

Agreement. This Agreement contains the entire agreement of the parties and their affiliates relating to the subject matter hereof

and thereof and supersedes all prior agreements, representations, warranties and understandings, written or oral, with respect thereto.

14.

Severability.

(a) Generally.

If any term or provision of this Agreement or the application thereof to any person, property or circumstance shall to any extent be

invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons, property or

circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each term and

provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

- 6 -

(b) Duration

and Scope of Certain Covenants. Without limiting paragraph (a) above, if any court determines that any of the covenants contained

in Section 6, or any part of such covenants, is unenforceable because of the duration or scope of such covenant or provision, such court

shall have the power to and is hereby requested to reduce the duration or scope of such covenant or provision, as the case may be, to

the extent necessary to make such covenant or provision enforceable, and in its reduced form, such covenant or provision shall then be

enforceable.

15.

Remedies.

(a) Injunctive

Relief. The Advisor acknowledges and agrees that the covenants and obligations of the Advisor contained in Section 6 relate to special,

unique and extraordinary matters and are reasonable and necessary to protect the legitimate interests of the Company and that a breach

of any of the terms of such covenants and obligations will cause the Company irreparable injury for which adequate remedies at law are

not available. Therefore, the Advisor agrees that the Company shall be entitled to an injunction, restraining order, or other equitable

relief from any court of competent jurisdiction restraining the Advisor from any such breach.

(b) Remedies

Cumulative. The Company’s rights and remedies under this Section 15 are cumulative and are in addition to any other rights and

remedies the Company may have at law or in equity. In connection with paragraph (a) of this Section 15, the Advisor represents that his

economic means and circumstances are such that such provisions will not prevent him from providing for himself and his family on a basis

satisfactory to him.

16. Waiver

of Statute of Limitations. The Advisor hereby waives for the longest period permitted by applicable law the limitation of any statute

for the presentation of any claim arising under any provision of Section 6 hereof.

17. Withholding

Taxes. The Company shall not deduct any foreign, federal, state or local withholding or other taxes from any payments to be made by

the Company hereunder

18. Amendments,

Miscellaneous, etc. Neither this Agreement, nor any term hereof, may be changed, waived, discharged or terminated except by an instrument

in writing signed by the party against which such change, waiver, discharge or termination is sought to be enforced. This Agreement may

be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and

the same instrument. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning

or interpretation of this Agreement.

- 7 -

IN WITNESS WHEREOF, the parties

hereto have duly executed and delivered this Agreement as of the date first written above.

COMPANY

By:

/s/ David Lazar

Name:

David Lazar

Title:

CEO

ADVISOR

Alexander Gurevich

/s/ Alexander Gurevich

- 8 -

EX-10.2 — INTELLECTUAL PROPERTY LICENSE AGREEMENT, DATED AS OF MAY 12, 2026, BY AND BETWEEN BP UNITED, INC. AND THE COMPANY

EX-10.2

Filename: ea029123601ex10-2.htm · Sequence: 3

Exhibit

10.2

Intellectual

Property License Agreement

This

Intellectual Property License Agreement (“Agreement”), dated as of May 12, 2026 (the “Effective Date”),

is by and between BP United ,Inc., a Delaware corporation, with offices located at 20855 NE 16th Ave., STE C38, Miami, FL 33179 (“Licensor”),

and Quantum Cyber N.V., a public company organized under the laws of the Netherlands and listed on the Nasdaq Capital Market (NCM: QUCY),

with offices located at 1501 Belvedere Road Suite 500, West Palm Beach, FL, 33406 (“Licensee”) (collectively, the

“Parties,” or each, individually, a “Party”).

WHEREAS,

Licensor owns all right, title, and interest in and has the right to license to Licensee the Licensed Technology (as defined below);

WHEREAS,

Licensee wishes to use the Licensed Technology in the Territory in connection with the Licensed Products and Licensor is willing to grant

to Licensee a license to and under the Licensed Technology on the terms and conditions set out in this Agreement; and

WHEREAS,

concurrently with the execution of this Agreement, the Parties have entered into or intend to enter into an Exclusive Supply Agreement

(the “Supply Agreement” and, together with this Agreement, the “Transaction Agreements”) to facilitate

the transactions contemplated hereby.

NOW,

THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration,

the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

Definitions. For purposes of this Agreement, the following terms have the following

meanings:

“Action”

has the meaning set forth in Section 12.1.

“Affiliate”

of a Person means any other Person that, at any time during the Term, directly or indirectly, through one or more intermediaries, controls,

is controlled by, or is under common control with, such Person. The term “control” for purposes of this Agreement means the

power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities,

by contract, or otherwise, and “controlled by” and “under common control with” have correlative meanings.

“Agreement”

has the meaning set forth in the preamble.

“Bankruptcy

Code” has the meaning set forth in Section 14.1.

“Business

Day” means a day other than a Saturday, Sunday, or other day on which commercial banks in New York, NY are authorized or required

by Law to be closed for business.

“Confidential

Information” means all non-public, confidential, or proprietary information of the Disclosing Party, whether in oral, written,

electronic, or other form or media, whether or not such information is marked, designated, or otherwise identified as “confidential”,”

and includes the terms and existence of this Agreement.

Confidential

Information does not include information that the Receiving Party can demonstrate by documentation: (w) was already known to the Receiving

Party without restriction on use or disclosure prior to receipt of such information directly or indirectly from or on behalf of the Disclosing

Party; (x) was or is independently developed by the Receiving Party without reference to or use of any Confidential Information; (y)

was or becomes generally known by the public other than by breach of this Agreement by, or other wrongful act of, the Receiving Party;

or (z) was received by the Receiving Party from a third party who was not, at the time of receipt, under any obligation to the Disclosing

Party or any other Person to maintain the confidentiality of such information.

“Disclosing

Party” has the meaning set forth in Section 9.1.

“Effective

Date” has the meaning set forth in the preamble.

“Governmental

Authority” means any federal, state, national, supranational, local, or other government, whether domestic or foreign, including

any subdivision, department, agency, instrumentality, authority (including any regulatory authority), commission, board, or bureau thereof,

or any court, tribunal, or arbitrator.

“Improvement”

means any modification of or improvement or enhancement to the Licensed Technology.

“Intellectual

Property Rights” means any and all rights, title, and interest in and to intellectual property, whether protected, created,

or arising under the laws of the United States or any other jurisdiction, including: (a) patents, patent applications, patent disclosures,

and all related continuations, continuations-in-part, divisionals, reissues, re-examinations, substitutions, and extensions thereof;

(b) trademarks, service marks, trade names, trade dress, logos, corporate names, domain names, and other source identifiers, together

with all goodwill associated therewith; (c) copyrights, works of authorship, and moral rights; (d) trade secrets, know-how, inventions,

processes, techniques, methodologies, and other confidential or proprietary information; (e) mask works and semiconductor topography

rights; (f) database rights; (g) rights of publicity and privacy; (h) all registrations, applications, renewals, extensions, and reversions

of the foregoing; and (i) all other intellectual property rights and proprietary rights, however denominated, throughout the world.

“Indemnitee”

has the meaning set forth in Section 12.1.

“Law”

means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement

or rule of law of any federal, state, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal

of competent jurisdiction.

“Licensed

Patents” means (a) the patents and patent applications listed in Schedule 1, all patents issuing from the patent applications

listed in Schedule 1, and all continuations, continuations-in-part, divisions, extensions, substitutions, reissues, re-examinations,

and renewals of any of the foregoing, and all patent rights directed to any Improvement; (b) any patents in the Territory issuing from

any applications that claim domestic benefit or foreign priority from any of the patents or patent applications identified in subsection

(a) or from which any of the patents or patent applications identified in subsection (a) claim domestic benefit or foreign priority.

Schedule 1 will be amended from time-to-time during the Term to include all Licensed Patents owned, co-owned, or controlled by Licensor

that cover or incorporate any Improvements.

“Licensed

Products” means all products and services, the manufacture, use, offer for sale, sale, importation, or other exploitation of

which utilizes or incorporates any Licensed Technology.

“Licensee”

has the meaning set forth in the preamble.

“Licensor”

has the meaning set forth in the preamble.

“Losses”

means all losses, damages, liabilities, costs, and expenses, including reasonable attorneys’ fees and other litigation costs.

“Licensed

Technology” means, collectively, (a) the Licensed Patents, (b) the Licensed Trademarks and (c) all Technology owned or controlled

by Licensor or its Affiliates as of the Effective Date or during the Term that is necessary or useful for Licensee to make, use, offer

for sale, sell, import, or otherwise exploit the Licensed Products in the Territory.

“Licensed

Trademarks” means (a) the trademarks, service marks, trade names, trade dress, logos, domain names, and other source identifiers,

and all applications and registrations therefor, listed in Schedule 2, together with all goodwill associated therewith, and all renewals,

extensions, and modifications of any of the foregoing, and (b) any trademarks, service marks, trade names, trade dress, logos, domain

names, or other source identifiers, and all applications and registrations therefor, adopted or filed by Licensor or its Affiliates after

the Effective Date in connection with the Licensed Technology or the Licensed Products.

“Party”

has the meaning set forth in the preamble.

“Person(s)”

means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization,

trust, association, or other entity.

“Receiving

Party” has the meaning set forth in Section 9.1.

“Representatives”

means a Party’s and its Affiliates’ employees, officers, directors, consultants, and legal advisors.

“Sublicensee”

means any Person that is granted a sublicense, in whole or in part, by Licensee under this Agreement.

“Subsidiary”

of a Person means a corporation, partnership, limited liability company, or other business entity that is controlled by such Person,

and “control” has the meaning given to it in the definition of “Affiliate”.

“Term”

has the meaning set forth in Section 13.1.

“Technology”

means any information, data, materials, discovery, invention, idea, process, protocol, techniques, formulation, know-how, trade secret,

method, development, enhancement, modification, improvement, work of authorship, computer software (including source code and object

code), material, or sample, and documentation of any of the foregoing (including any records, data, concepts, information, designs, programs,

formulae, or writings), in each case whether patentable or not, or susceptible to copyright, trade secret, or any other form of legal

protection under applicable law (including regulations).

“Territory”

means worldwide.

“Valid

Claim” means, on a country-by-country basis, a claim of an unexpired issued or granted Licensed Patent, as long as the claim

has not been admitted by Licensor or otherwise caused to be invalid or unenforceable through reissue, disclaimer, or otherwise, or held

invalid or unenforceable by a Governmental Authority of competent jurisdiction from whose judgment no appeal is allowed or timely taken.

Grant.

2.1

Scope of Grant. Subject to the terms and conditions of this Agreement, Licensor, on behalf of itself and its Affiliates, hereby

grants to Licensee and its Affiliates during the Term an exclusive (even as to Licensor), sublicensable, perpetual, and fully paid-up

right and license under the Licensed Technology and all associated Intellectual Property Rights to make, have made, use, offer to sell,

sell, import, and otherwise exploit Licensed Products in the Territory.

2.2

Restrictions on Licensor. Licensor shall not, and shall not grant others the right to, make, use, offer to sell, sell, import,

or otherwise exploit Licensed Products or Licensed Technology during the Term in the Territory.

2.3

Sublicensing. Licensee may grant sublicenses under the rights and licenses granted in Section 2.1, through multiple tiers, to

any of its Affiliates or Subsidiaries (including, for the avoidance of doubt, Quantum Drone or any other wholly-owned subsidiary of Licensee

formed for purposes of exploiting the Licensed Technology) or to any third party. The granting of sublicenses will be at Licensee’s

sole and exclusive discretion and Licensee will have the sole and exclusive power to determine the identity of any sublicensee, the applicable

licensee fees or royalty rates, if any, and other terms and conditions of the sublicense.

2.4

No Field of Use Limitation. For the avoidance of doubt, the license granted under Section 2.1 is not limited to any specific field

of use, application, or industry, and Licensee may use the Licensed Technology for any purpose whatsoever, including, without limitation,

drones, cyber technology, and any other applications as Licensee may determine in its sole discretion.

Improvements.

3.1

Notice of Improvements. If Licensor develops any Improvement or files a patent application anywhere in the Territory for any Improvement,

Licensor shall provide written notice to Licensee within twenty (20) Business Days after the development or filing date, as applicable,

with such details of the Improvement as Licensee reasonably requires to effectively evaluate the Improvement.

3.2

License to Improvements. All Improvements developed by Licensor shall automatically be included in the Licensed Technology and

subject to the license granted under Section 2.1. To the extent any Improvement is the subject of a patent application, such patent application

will be deemed a Licensed Patent effective upon filing.

3.3

No Grant-Backs. All right, title, and interest in any Improvement conceived, made, or reduced to practice by Licensee during the

Term of this Agreement, and all Intellectual Property Rights claiming any such Improvements, will:

(a)

as between the Parties, remain the sole and exclusive property of Licensee; and

(b)

not be licensed to Licensor, unless the parties otherwise specifically agree in writing.

3.4

Jointly Developed Technology. Any Improvement that would, but for the provisions of this Agreement, be deemed to be jointly invented

or authored by the Parties (i) based upon “inventorship” according to the principles of United States patent law; (ii) based

upon authorship according to the principles of U.S. copyright law; and (iii) other applicable U.S. law for non-patentable Intellectual

Property, shall in all cases, along with any Intellectual Property Rights resulting from or embodying such Improvement, be jointly owned

by the Parties. For the sake of clarity, as provided in Section 3.2, Licensor’s rights in any such jointly developed Improvement

shall automatically be included in the Licensed Technology and Licensed Patents and shall be subject to the license granted under Section

2.1, and Licensee’s rights in any such jointly developed Improvement during the Term will be subject to Section 3.3.

Consideration.

4.1

Upfront Consideration. In consideration of the license and rights granted hereunder, and subject to the satisfaction of the Conditions

Precedent set forth in Section 4.5, Licensee shall pay or cause to be paid to Licensor or its designees: (a) Five Million US Dollars

($5,000,000) in cash; and (b) 20,000,000 shares of common stock of Licensee (“Licensor Consideration Shares”), which

shares will be in the form of restricted stock with a six (6) month lock-up period and a five percent (5%) average weighted volume restriction,

issued at a price per share equal to the closing price on the date prior to the Effective Date (collectively, the “Upfront Consideration”).

The Licensor Consideration Shares shall be issued pursuant to a securities purchase agreement between Licensee and Licensor in substantially

the form attached hereto as Exhibit C (the “Licensor SPA”). Separately, and in connection with that certain Advisory

Agreement between Licensee and Alexander Gurevich (the “Advisory Agreement”), a copy of which is attached hereto as

Exhibit B, Licensee shall issue 5,000,000 shares of common stock of Licensee to Alexander Gurevich (the “Advisor Consideration

Shares” and together with the Licensor Consideration Shares the “Consideration Shares”) as compensation

for advisory services rendered pursuant to the Advisory Agreement. The Advisor Consideration Shares will be issued pursuant to a securities

purchase agreement between Licensee and Alexander Gurevich in substantially the form attached hereto as Exhibit C (the “Advisor

SPA” and, together with the Licensor SPA, the “SPAs”). The Advisor Consideration Shares shall be issued

concurrently with the Licensor Consideration Shares upon satisfaction of the Conditions Precedent.

4.2

Subject to the satisfaction of the Conditions Precedent set forth in Section 4.5, the Upfront Consideration shall be paid within ninety

(90) days of the satisfaction of all Conditions Precedent. Upon payment of the Upfront Consideration in full, the license granted hereunder

shall be fully paid-up and royalty-free, and no further payments shall be due from Licensee to Licensor with respect to the rights granted

under this Agreement. The Parties acknowledge that the Upfront Consideration shall be deployed in accordance with the Use of Proceeds

and Staffing Plan attached hereto as Exhibit B.

4.3

Legend Removal. Licensee shall take reasonable steps to ensure the removal of the restrictive legend on any shares of common stock

issued pursuant to Section 4.1(b) when such shares are eligible for a resale exemption under applicable securities laws.

4.4

SEC Filings. Immediately upon execution of this Agreement, Licensee and its counsel shall prepare and file a Current Report on

Form 8-K with the United States Securities and Exchange Commission for the disclosure of the transactions contemplated by the Transaction

Agreements.

4.5

Conditions Precedent to Payment. The obligation of Licensee to pay the Upfront Consideration and issue the Consideration Shares

pursuant to Section 4.1 shall be subject to the satisfaction (or waiver by Licensee in its sole discretion) of each of the following

conditions precedent (collectively, the “Conditions Precedent”):

(a)

Licensee shall have completed its intellectual property due diligence review of the Licensed Technology and the Licensed Patents to its

satisfaction, in its sole and absolute discretion;

(b)

Licensor shall have made, at its sole cost and expense, any and all corrective filings with the United States Patent and Trademark Office

(and any other applicable patent office) as may be requested by Licensee in connection with the Licensed Patents, including without limitation

any filings necessary to correct inventorship, ownership, assignments, or other deficiencies identified by Licensee during its due diligence

review, and all such corrective filings shall have been accepted or recorded by the applicable patent office;

(c)

Licensor and Alexander Gurevich shall have duly executed and delivered the SPAs in the form attached hereto as Exhibit C;

(d)

the Advisory Agreement shall be in full force and effect;

(e)

the representations and warranties of Licensor set forth in Section 10.2 shall be true and correct in all material respects as of the

date of payment of the Upfront Consideration; and

(f)

no event shall have occurred that would reasonably be expected to have a material adverse effect on the Licensed Technology or the Licensed

Patents.

4.6

Corrective Filings. Licensor shall, promptly upon written request by Licensee, prepare, execute, and file (or cause to be prepared,

executed, and filed) with the United States Patent and Trademark Office and any other applicable patent office, any and all corrective

filings, including without limitation corrective assignments, certificates of correction, petitions to correct inventorship, and any

other filings necessary to cure any deficiencies, errors, or omissions in the prosecution, ownership, or chain of title of the Licensed

Patents identified by Licensee. All costs and expenses associated with such corrective filings shall be borne by Licensor. Licensor shall

keep Licensee reasonably informed of the status of all corrective filings and shall promptly provide Licensee with copies of all filed

documents and any correspondence with the applicable patent office relating thereto.

[Reserved].

Patent Prosecution and Maintenance.

6.1

Patent Prosecution and Maintenance. Subject to Section 6.2, for each patent application and patent included within the Licensed

Patents, Licensee shall, at its sole cost and expense, prepare, file, prosecute, and maintain such Licensed Patent using reasonable care

and skill. Without limiting the foregoing, Licensee may in its discretion:

(a)

subject to Section 6.2, select and direct patent counsel of its choosing;

(b)

keep Licensor reasonably informed, as Licensee deems appropriate, of material developments in the prosecution of Licensed Patents;

(c)

upon reasonable request by Licensor, provide copies of material filings and correspondence with patent offices;

(d)

make decisions regarding the scope, strategy, and prosecution of Licensed Patents in its sole discretion; and

(e)

notify Licensor in writing of any decision to abandon any Licensed Patent, in accordance with section 6.2.

(f)

Licensor shall, at Licensee’s request and out-of-pocket expense, provide all reasonable cooperation and assistance in connection

with the prosecution and maintenance of the Licensed Patents, including executing all documents, instruments, and declarations reasonably

necessary to effectuate the filing, prosecution, and maintenance of the Licensed Patents.

6.2

Abandonment. If Licensee plans to abandon any patent application or patent included within the Licensed Patents in the Territory,

Licensee shall notify Licensor in writing at least ninety (90) days in advance of the due date of any payment or other action that is

required to prosecute and maintain such Licensed Patent. Following such notice, Licensor will have the right, in its sole discretion,

to assume control and direction of the prosecution and maintenance of such Licensed Patent at its sole cost and expense in such country,

and Licensor shall, at Licensee’s request, assign to Licensee such patent application or patent. Effective as of the effective

date of any such assignment under this Section 6.2, such patent application or patent shall no longer be a Licensed Patent.

Enforcement of Licensed Patents.

7.1

Notice of Infringement or Third-Party Claims. If either Party becomes aware of (a) any suspected infringement of any Licensed

Patent by a third party in the Territory, or (b) any claim that any Licensed Patent is invalid or unenforceable, such Party shall promptly

notify the other Party and provide it with all details of such infringement or claim, as applicable, that are known by such Party.

7.2

Right to Bring Action or Defend. Licensee shall have the first right, but not the obligation, to bring an infringement action

to enforce any Licensed Patent, to defend any declaratory judgment action concerning any Licensed Patent, and take any other lawful action

reasonably necessary to protect, enforce, or defend any Licensed Patent, and to control the conduct thereof.

7.3

Cooperation, Recovery, and Settlement. In the event Licensee undertakes the enforcement or defense of any Licensed Patent in accordance

with Section 7.2:

(a)

Licensor shall provide all reasonable cooperation and assistance, at Licensee’s expense, including providing access to relevant

documents and other evidence, making its employees available at reasonable business hours, and being joined as a party to such action

as necessary to establish standing;

(b)

any recovery, damages, or settlement derived from such suit, action, or other proceeding will be for the account of Licensee attorneys’

fees; and

(c)

Licensee may settle any such suit, action, or other proceeding, whether by consent order, settlement, or other voluntary final disposition,

without the prior written approval of Licensor.

Compliance with Laws.

8.1

Patent Marking. Licensee shall comply with the patent marking provisions of 35 U.S.C. § 287(a) by marking all Licensed Products

with the word “patent” or the abbreviation “pat.” and either the relevant Licensed Patents or a web address that

is freely accessible to the public and that lists the relevant Licensed Patents. Licensee shall comply with the patent marking Laws of

the relevant countries in the Territory.

8.2

Recordation of License. If recordation of this Agreement or any part of it with a national or supranational Governmental Authority

is necessary or useful for Licensee to fully enjoy the rights, privileges, and benefits of this Agreement, Licensor shall, at its own

expense, record this Agreement or all such parts of this Agreement and information concerning the license granted hereunder with each

such appropriate national or supranational Governmental Authority.

Confidentiality.

9.1

Confidentiality Obligations. Each Party (the “Receiving Party”) acknowledges that in connection with this Agreement

it will gain access to Confidential Information of the other Party (the “Disclosing Party”). As a condition to being

furnished with Confidential Information, the Receiving Party shall, during the Term and for five (5) years hereafter (except that with

respect to any trade secrets the obligations under this Section 9 shall survive indefinitely):

(a)

not use the Disclosing Party’s Confidential Information other than as strictly necessary to exercise its rights and perform its

obligations under this Agreement; and

(b)

maintain the Disclosing Party’s Confidential Information in strict confidence and, subject to Section 9.2, not disclose the Disclosing

Party’s Confidential Information without the Disclosing Party’s prior written consent, provided, however, the Receiving Party

may disclose the Confidential Information to its Representatives who:

(i)

have a need to know the Confidential Information for purposes of the Receiving Party’s performance, or exercise of its rights with

respect to such Confidential Information, under this Agreement;

(ii)

have been apprised of this restriction; and

(iii)

are themselves bound by written nondisclosure agreements at least as restrictive as those set out in this Section 9, provided further

that the Receiving Party will be responsible for ensuring its Representatives’ compliance with, and will be liable for any breach

by its Representatives of, this Section 9.

The

Receiving Party shall use reasonable care, at least as protective as the efforts it uses with respect to its own confidential information,

to safeguard the Disclosing Party’s Confidential Information from use or disclosure other than as permitted hereby.

9.2

Exceptions. If the Receiving Party becomes legally compelled to disclose any Confidential Information, the Receiving Party shall:

(a)

provide prompt written notice to the Disclosing Party so the Disclosing Party may seek: to limit or quash the legal requirement, a protective

order or other appropriate remedy, or to waive its rights under Section 9; and

(b)

disclose only the portion of Confidential Information it is legally required to furnish.

a protective order or other remedy is not obtained, or the Disclosing Party waives compliance under Section 9, the Receiving Party shall,

at the Disclosing Party’s expense, use reasonable efforts to obtain assurance that confidential treatment will be afforded the

Confidential Information.

10.

Representations and Warranties.

10.1

Mutual Representations and Warranties. Each Party represents and warrants to the other Party that:

(a)

it is duly organized, validly existing, and in good standing as a corporation or other entity as represented herein under the laws and

regulations of its jurisdiction of incorporation, organization, or chartering;

(b)

it has, and throughout the Term will retain, the full right, power, and authority to enter into this Agreement and to perform its obligations

hereunder;

(c)

the execution of this Agreement by its representative whose signature is set forth at the end hereof has been duly authorized by all

necessary corporate action of the Party; and

(d)

when executed and delivered by such Party, this Agreement will constitute the legal, valid, and binding obligation of that Party, enforceable

against that Party in accordance with its terms.

10.2

Licensor’s Representations and Warranties. Licensor represents and warrants that:

(a)

The patents and patent applications identified on Schedule 1, and the Technology described on Schedule 3, collectively constitute all

of the Intellectual Property Rights owned by Licensor or its Affiliates that are necessary or useful for Licensee, or its Sublicensees,

to make, use, offer to sell, sell, import, and otherwise exploit the Licensed Products in the Territory;

(b)

it and its Affiliates are the sole and exclusive owners of the entire right, title, and interest in and to the Licensed Technology (including

the Licensed Patents);

(c)

it has, and throughout the Term will retain, the right to grant the license granted to Licensee hereunder, and it has not granted, and

is not under any obligation to grant, to any third party any license, lien, option, encumbrance, or other contingent or non-contingent

right, title, or interest in or to the Licensed Technology that conflicts with the rights and licenses granted to Licensee hereunder;

(d)

Licensor has complied in all material respects with all applicable Laws in connection with the prosecution of the Licensed Patents, including

any disclosure requirements of the United States Patent and Trademark Office and any foreign patent office, and has timely paid all filing

and renewal fees payable with respect thereto;

(e)

there is no settled, pending, or to its knowledge threatened litigation, claim, or proceeding alleging that any (x) Licensed Technology

violates the Intellectual Property Rights of any third party; or (y) Licensed Patent is invalid or unenforceable (including any interference,

nullity, opposition, inter partes, or post-grant review or similar invalidity or patentability proceedings before the United States Patent

and Trademark Office or any foreign patent office), and it has no knowledge after reasonable investigation of any factual, legal, or

other reasonable basis for any such litigation, claim, or proceeding;

(f)

the Licensed Technology is not in development and is ready for commercialization as of the Effective Date, and Licensor has not withheld

any information material to the commercial readiness of the Licensed Technology;

11.

Exclusion of Consequential and Other Direct Damages. TO THE FULLEST EXTENT PERMITTED

BY LAW, LICENSEE WILL NOT BE LIABLE TO LICENSOR OR ANY OTHER PERSON FOR ANY INJURY TO OR LOSS OF GOODWILL, REPUTATION, BUSINESS PRODUCTION,

REVENUES, PROFITS, ANTICIPATED PROFITS, CONTRACTS, OR OPPORTUNITIES (REGARDLESS OF HOW THESE ARE CLASSIFIED AS DAMAGES), OR FOR ANY CONSEQUENTIAL,

INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE, OR ENHANCED DAMAGES, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE),

STRICT LIABILITY, PRODUCT LIABILITY, OR OTHERWISE (INCLUDING THE ENTRY INTO, PERFORMANCE, OR BREACH OF THIS AGREEMENT), REGARDLESS OF

WHETHER SUCH LOSS OR DAMAGE WAS FORESEEABLE AND THE PARTY AGAINST WHOM LIABILITY IS CLAIMED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH

LOSS OR DAMAGE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED REMEDY OF ITS ESSENTIAL PURPOSE.

12.

Indemnification.

12.1

Indemnification by Licensor. Licensor shall indemnify, defend, and hold harmless Licensee and its Affiliates, and each of Licensee’s

and its Affiliates’ respective officers, directors, employees, agents, successors, and assigns (each, a “Licensor Indemnitee”)

against all Losses arising out of or resulting from any third-party claim, suit, action, or proceeding (each, an “Action”)

related to or arising out of: (a) Licensor’s breach of any representation, warranty, covenant, or obligation under this Agreement,

including any misrepresentation regarding, or failure to disclose, information within Licensor’s control or actually known to Licensor;

or (b) any use of the Licensed Technology that infringes or otherwise violates the Intellectual Property Rights of any third party.

12.2

Indemnification by Licensee. Licensee shall indemnify, defend, and hold harmless Licensor and its Affiliates, and each of Licensor’s

and its Affiliates’ respective officers, directors, employees, agents, successors, and assigns (each, a “Licensee Indemnitee”)

against all Losses arising out of or resulting from any Action related to or arising out of: (a) Licensee’s breach of any representation,

warranty, covenant, or obligation under this Agreement, including any misrepresentation regarding, or failure to disclose, information

within Licensee’s control or actually known to Licensee; or (b) Licensee’s use, commercialization, or exploitation of the

Licensed Technology to the extent such use, commercialization, or exploitation exposes Licensor to third-party claims not otherwise covered

by Licensor’s indemnification obligations under Section 12.1

12.3

Indemnification Procedure. The Party seeking indemnification (the “Indemnitee”) shall promptly notify the indemnifying

Party (the “Indemnitor”) in writing of any Action and cooperate with the Indemnitor at the Indemnitor’s sole cost and

expense. The Indemnitor shall immediately take control of the defense and investigation of the Action and shall employ counsel reasonably

acceptable to the Indemnitee to handle and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitor shall not

settle any Action in a manner that adversely affects the rights of any Indemnitee without the Indemnitee’s prior written consent,

which consent may not be unreasonably withheld or delayed. The Indemnitee’s failure to perform any obligations under this Section

1.3 shall not relieve the Indemnitor of its obligations under this Section 1.3 except to the extent the Indemnitor can demonstrate that

it has been materially prejudiced as a result of the failure. The Indemnitee may participate in and observe the proceedings at its own

cost and expense with counsel of its own choosing.

13.

Term and Termination.

13.1

Term. This Agreement is effective as of the Effective Date and, unless terminated earlier in accordance with Section 13.2, will

continue in full force and effect in perpetuity (the “Term”).

13.2

Termination.

(a)

Licensee may terminate this Agreement at any time without cause, and without incurring any additional obligation, liability, or penalty,

by providing at least thirty (30) Business Days’ prior written notice to licensor.

(b)

The non-breaching Party may terminate this Agreement on written notice to the other Party if the other Party materially breaches this

Agreement and fails to cure such breach within ninety (90) days after receiving written notice thereof.

(c)

Licensee may terminate this Agreement and the Supply Agreement, effective immediately upon written notice to Licensor, if any Condition

Precedent set forth in Section 4.5 has not been satisfied (or waived by Licensee) within ninety (90) days of the Effective Date (or such

longer period as Licensee may agree in writing). Upon any such termination, (i) Licensee shall have no obligation to pay the Upfront

Consideration or issue the Consideration Shares, (ii) all rights and licenses granted under this Agreement shall immediately terminate,

(iii) the Supply Agreement shall automatically terminate, and (iv) neither Party shall have any further liability to the other Party

under this Agreement or the Supply Agreement, except for obligations that expressly survive termination.

13.3

Effect of Termination. On any termination of this Agreement, Licensor shall (a) return to Licensee all documents and tangible

materials (and any copies) containing, reflecting, incorporating, or based on Licensee’s Confidential Information; (b) permanently

erase Licensee’s Confidential Information from its computer systems; and (c) certify in writing to Licensee that it has complied

with the requirements of this Section 13.3.

13.4

Licensee’s Rights Upon Termination for Licensor’s Breach. Notwithstanding anything to the contrary in this Agreement,

in the event Licensee terminates this Agreement pursuant to Section 13.2(b) as a result of Licensor’s material breach, Licensee

may, in its sole discretion, elect to retain all rights and licenses granted under this Agreement (including all rights under the Licensed

Technology and Licensed Patents), which rights and licenses shall survive such termination as fully paid-up, perpetual, irrevocable,

and royalty-free licenses. Upon any such election by Licensee, Licensor shall reasonably cooperate with Licensee in the transfer of all

Technology, technical information, documentation, know-how, and other materials necessary or useful for Licensee to continue manufacturing,

using, offering for sale, selling, importing, and otherwise exploiting products incorporating the Licensed Technology (a “Technology

Transfer”), including by: (i) promptly delivering to Licensee or its designee complete copies of all technical data, formulations,

specifications, processes, procedures, and other information embodied in or relating to the Licensed Technology; (ii) making Licensor’s

qualified personnel reasonably available to Licensee for consultation and assistance in connection with the Technology Transfer for a

period of up to twelve (12) months following Licensee’s election; and (iii) executing such additional documents and instruments

as may be reasonably necessary to effectuate the Technology Transfer. Licensor shall bear its own costs in connection with such cooperation,

except that Licensee shall reimburse Licensor for reasonable, documented out-of-pocket expenses incurred at Licensee’s specific

written request. For the avoidance of doubt, Licensee’s election to retain the licenses under this Section 13.4 shall not limit

or waive any other rights or remedies available to Licensee at law or in equity, including any right to recover damages or seek clawback

of the Upfront Consideration

13.5

Expiration of Licensed Patents. At the expiration of the last patent to expire under the Licensed Patents in any country in the

Territory with respect to any Licensed Product, Licensee will have a perpetual, irrevocable, fully paid-up, royalty-free right and license

to subsequently make, use, offer to sell, sell, and import in that country any and all products that were previously Licensed Products

and shall have no further obligations to Licensor in that country with respect to such Licensed Patents or any other Licensed Technology.

For the avoidance of doubt, the license to the Licensed Technology (including all non-patent Intellectual Property Rights) granted hereunder

shall continue in full force and effect in accordance with the Term.

13.6

Survival. The rights and obligations of the Parties set forth in this Section 13.5 and Section 1 (Definitions), Section 4 (Consideration),

Section 9 (Confidentiality), Section 10 (Representations and Warranties), Section 12 (Indemnification), Section 13.3 (Effect of Termination),

Section 13.4 (Expiration of Licensed Patents)and Section 14 (Miscellaneous), and any right, obligation, or required performance of the

Parties in this Agreement which, by its express terms or nature and context is intended to survive termination or expiration of this

Agreement, will survive any such termination or expiration.

14.

Miscellaneous.

14.1

Bankruptcy. All rights and licenses granted by Licensor under this Agreement are and will be deemed to be rights and licenses

to “intellectual property” as such term is used in, and interpreted under, Section 365(n) of the United States Bankruptcy

Code (the “Bankruptcy Code”) (11 U.S.C. § 365(n)). Licensee has all rights, elections, and protections under

the Bankruptcy Code and all other bankruptcy, insolvency, and similar laws with respect to the Agreement, and the subject matter hereof.

Without limiting the generality of the foregoing, Licensor acknowledges and agrees that, if Licensor or its estate shall become subject

to any bankruptcy or similar proceeding:

(a)

subject to Licensee’s rights of election under Section 365(n), all rights, licenses, and privileges granted to Licensee under this

Agreement will continue subject to the respective terms and conditions hereof, and will not be affected, even by Licensor’s rejection

of this Agreement; and

(b)

Licensee shall be entitled to a complete duplicate of, or complete access to, as appropriate, all such intellectual property and embodiments

of intellectual property, which, if not already in Licensee’s possession, shall be promptly delivered to Licensee or its designee,

unless Licensor elects to and does in fact continue to perform all of its obligations under this Agreement.

14.2

Further Assurances. Each Party shall, and shall cause their respective Affiliates to, upon the reasonable request, and at the

sole cost and expense, of the other Party, promptly execute such documents and take such further actions as may be necessary to give

full effect to the terms of this Agreement.

14.3

Independent Contractors. The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement

creates any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the

parties, and neither Party has authority to contract for or bind the other Party in any manner whatsoever.

14.4

No Public Statements. Neither Party may issue or release any announcement, statement, press release, or other publicity or marketing

materials relating to this Agreement or, unless expressly permitted under this Agreement, otherwise use the other Party’s trademarks,

service marks, trade names, logos, domain names, or other indicia of source, association, or sponsorship, in each case, without the prior

written consent of the other Party, which shall not be unreasonably withheld or delayed.

14.5

Notices. The Parties shall deliver all notices, requests, consents, claims, demands, waivers, and other communications under this

Agreement in writing and addressed to the applicable recipient as set out below (or as the recipient otherwise specifies in accordance

with this Section). Notices and other communications sent in accordance with this Section will be deemed to have been validly given and

effective: (a) when delivered by hand (with written confirmation of receipt); (b) when delivered if sent by a nationally recognized same-day

or overnight courier (with all fees prepaid); (c) on the date sent by email if sent during normal business hours of the recipient, and

on the next business day if sent after normal business hours of the recipient; or (d) on the third (3rd) day after the date

mailed, by certified or registered mail, return receipt requested, postage prepaid.

to Licensor:

United Inc.

20855

NE 16th Ave., STE C38 Miami, FL 33179

Email:

ag@cfcfinance.com

Attention:

Alexander Gurevich

With

a copy to (which shall not constitute notice:

Gruder

Woods

200

Connecticut Avenue

Norwalk

CT 06854

Attention:

Ken Gruder Esq.

to Licensee:

Quantum

Cyber N.V.

1501

Belvedere Road Suite 500, West Palm Beach, FL, 33406

Email: david@activistinvestingllc.com

Attention: David Lazar

With

a copy to (which shall not constitute notice:

Haynes

and Boone, LLP

Rockefeller Plaza, Floor 22

New

York, NY 10112

Email:

greg.kramer@haynesboone.com

Attention:

Greg Kramer

14.6

Interpretation. For purposes of this Agreement, (a) the words “include,” “includes,” and “including”

will be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c)

the words “herein,” “hereof,” “hereby,” “hereto,” and “hereunder” refer to

this Agreement as a whole.

Unless

the context otherwise requires, references herein to: (x) Sections and Schedules refer to the Sections of and Schedules attached to this

Agreement; (y) an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented,

and modified from time to time to the extent permitted by the provisions thereof; and (z) a statute means such statute as amended from

time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement will be construed

without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing

any instrument to be drafted.

14.7

Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

14.8

Entire Agreement. This Agreement, together with the Supply Agreement, all Schedules, all Exhibits, and any other documents incorporated

herein by reference, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and

supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. In

the event of any conflict between the terms and provisions of this Agreement and those of any Schedule, Exhibit or other document, the

following order of precedence will govern: (a) first, this Agreement, excluding its Schedules and Exhibits; (b) second, the Schedules

to this Agreement as of the Effective Date; and (c) third, the Exhibits to this Agreement. For the avoidance of doubt, nothing in the

Supply Agreement shall limit, restrict, or otherwise affect the rights and licenses granted to Licensee under this Agreement.

14.9

Assignment. Licensee may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or

any of its obligations or performance, under this Agreement without Licensor’s consent; provided, however, that no such assignment

or transfer shall expand, enlarge, or otherwise increase any of Licensor’s obligations, liabilities, or duties under this Agreement

beyond those existing immediately prior to such assignment or transfer. This Agreement is binding upon and inures to the benefit of the

Parties hereto and their respective permitted successors and assigns.

14.10

No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties hereto and their respective successors and

permitted assigns and nothing herein, express or implied, is intended to or will confer upon any other Person any legal or equitable

right, benefit, or remedy of any nature whatsoever, under, or by reason of this Agreement.

14.11

Amendment; Modification; Waiver. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed

by each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed

by the waiving Party. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy,

power, or privilege arising from this Agreement will operate or be construed as a waiver thereof; nor will any single or partial exercise

of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right,

remedy, power, or privilege.

14.12

Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity,

illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such

term or provision in any other jurisdiction. Upon a determination that any term or other provision is invalid, illegal, or unenforceable,

the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely

as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated

to the greatest extent possible.

14.13

Governing Law; Submission to Jurisdiction.

(a)

This Agreement and all related documents, and all matters arising out of or relating to this Agreement, are governed by, and construed

in accordance with, the laws of the State of New York, United States of America, without regard to the conflict of laws provisions thereof

to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the

State of New York.

(b)

Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder, or the validity

or enforceability or scope of any Licensed Patent claim, or whether a Licensed Product infringes a Valid Claim, may be instituted in

the federal courts of the United States or the courts of the State of New York. Each Party irrevocably submits to the non-exclusive jurisdiction

of such courts in any such suit, action, or proceeding. Service of process, summons, notice, or other document by mail to such Party’s

address set forth herein will be effective service of process for any suit, action, or other proceeding brought in any such court.

14.14

Waiver of Jury Trial. Each Party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of

any legal action arising out of or relating to this Agreement or the transactions contemplated hereby.

14.15

Equitable Relief. Each Party acknowledges that a breach by the other Party of this Agreement may cause the non-breaching Party

irreparable harm, for which an award of damages would not be adequate compensation, and agrees that, in the event of such a breach or

threatened breach, the non-breaching Party will be entitled to seek equitable relief, including in the form of a restraining order, orders

for preliminary or permanent injunction, specific performance, and any other relief that may be available from any court, and the Parties

hereby waive any requirement for the securing or posting of any bond or the showing of actual monetary damages in connection with such

relief. These remedies are not exclusive but are in addition to all other remedies available under this Agreement at law or in equity,

subject to any express exclusions or limitations in this Agreement to the contrary.

14.16

Counterparts; Electronic Signatures. This Agreement may be executed in counterparts by manual signature or electronic signature

complying with the Electronic Signatures in Global and National Commerce Act (E-SIGN), each of which will be deemed an original, and

all of which together will constitute one and the same agreement. Counterparts delivered by email or other electronic transmission (including

of an electronic signature) will be deemed to have been duly and validly delivered and be valid and effective for all purposes.

[signature

page follows]

WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first written above by their respective officers

thereunto duly authorized.

BP United Inc.

/s/ Alexander Gurevich

Name:

Alexander Gurevich

Title:

CEO

Quantum Cyber N.V.

By:

/s/ David Lazar

Name:

David Lazar

Title:

CEO

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