Form 8-K

8-K — Cycurion, Inc.

Accession: 0001493152-26-027982

Filed: 2026-06-09

Period: 2026-06-03

CIK: 0001868419

SIC: 7371 (SERVICES-COMPUTER PROGRAMMING SERVICES)

Item: Entry into a Material Definitive Agreement

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-2.1 (ex2-1.htm)

EX-3.1 (ex3-1.htm)

EX-10.1 (ex10-1.htm)

EX-10.2 (ex10-2.htm)

EX-10.3 (ex10-3.htm)

EX-10.4 (ex10-4.htm)

EX-10.5 (ex10-5.htm)

EX-10.6 (ex10-6.htm)

EX-99.1 (ex99-1.htm)

GRAPHIC (form8-k_001.jpg)

GRAPHIC (ex10-5_001.jpg)

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8-K

8-K (Primary)

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2026-06-03

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CYCU:RedeemableWarrantsEachExercisableForOneShareOfCommonStockAtExercisePriceOf345.00PerShareMember

2026-06-03

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC

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):

June 3, 2026

Cycurion, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

001-41214

86-3720717

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1640 Boro Place, Suite 420C McLean, Virginia

22102

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including

area code: (888) 341-6680

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:

☐

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

Name of each exchange on which registered

Common stock, par value $0.0001 per share

CYCU

The NASDAQ Stock Market LLC

Redeemable warrants, each exercisable for one share of common stock at an exercise price of $345.00 per share

CYCUW

The NASDAQ Stock 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.

Merger Agreement

On May 21, 2026 (the “Execution Date”),

Cycurion, Inc. (the “Company”) entered into that certain merger agreement (the “Merger Agreement”) with Cycurion

Merger Sub, LLC, a wholly owned subsidiary (“Merger Sub”), and Secuvant, LLC (“Secuvant”). Capitalized terms used

herein and not otherwise defined have the meanings ascribed to such terms in the Merger Agreement.

Pursuant to the Merger Agreement, Merger Sub

will merge with and into Secuvant in a reverse merger transaction, with Secuvant surviving the Merger as a wholly owned subsidiary of

the Company (the “Merger”). On June 3, 2026, the Merger was consummated and all of Secuvant’s equity interests

were cancelled and converted into the right to receive the Merger Consideration (as defined below). The surviving entity will succeed

to all of the Secuvant’s assets, liabilities, rights, and obligations by operation of law and continue its business as a subsidiary

of the Company.

For more information on the Merger, please see

the Company’s Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 29, 2026.

The foregoing description of the Merger Agreement

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

as Exhibit 2.1 to this Current Report on Form 8-K.

Registration Rights Agreement

On June 3, 2026, the Company entered into a registration

rights agreement (the “Registration Rights Agreement”) with Secuvant and the former equityholders of Secuvant (the “Holders”)

in connection with the consummation of the transactions contemplated by that certain Merger Agreement. Pursuant to the Registration Rights

Agreement, the Company agreed to prepare and file with the SEC a registration statement covering the resale of shares of common stock

issuable upon conversion of shares of the Company’s preferred stock held by the Holders and to use commercially reasonable efforts

to cause such registration statement to be declared effective within specified timeframes.

The Company further agreed to keep such registration

statement continuously effective until the earlier of the date on which all such securities have been sold or the date on which such securities

may be sold pursuant to Rule 144 without restriction. The Registration Rights Agreement also contains customary provisions relating to

indemnification, cooperation in connection with resales, and limitations on naming Holders as underwriters without their consent.

The foregoing description of the Registration

Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Registration Rights

Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Lock-Up Agreement

On June 3, 2026, the Company also entered into

lock-up agreements (the “Lock-Up Agreements”) with the Holders. Pursuant to the Lock-Up Agreements, the Holders agreed that,

during the period beginning on the Closing date of the Merger and ending six months thereafter, they will not, directly or indirectly,

transfer, sell, pledge or otherwise dispose of any preferred stock received in the Merger or any shares of common stock issuable upon

conversion thereof, subject to limited exceptions, including certain transfers to affiliates, by operation of law, or in connection with

a change of control transaction.

The Lock-Up Agreements further provide that any

permitted transferee must agree to be bound by the same restrictions and that the Company may impose stop-transfer instructions and legends

to enforce such restrictions. Following expiration of the lock-up period, any transfers of such securities remain subject to the limitations

contained in the Leak-Out Agreements (as defined below). In addition, the Lock-Up Agreements include a price-based acceleration provision,

pursuant to which all transfer restrictions will terminate automatically if the Company’s common stock trades at or above a specified

price threshold for a defined period, subject to compliance with applicable securities laws.

The foregoing description of the Lock-Up Agreement

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

as Exhibit 10.2 to this Current Report on Form 8-K.

Leak-Out Agreement

On June 3, 2026, the Company further entered into

leak-out agreements (the “Leak-Out Agreements”) with the Holders. The Leak-Out Agreements provide that, following the expiration

of the lock-up period, the Holders may transfer their securities only during a specified period of five fiscal quarters and subject to

contractual limitations designed to promote an orderly market. In particular, the Leak-Out Agreements limit the amount of securities that

may be sold by each Holder in any calendar quarter to twenty percent of the securities originally issued to such Holder, with any unused

capacity carried forward to subsequent quarters. The Leak-Out Agreement requires that all transfers be effected in compliance with applicable

securities laws, including Rule 144, and in an orderly market manner, and permit the Company to impose stop-transfer instructions to enforce

compliance. The Leak-Out Agreements also include a price-based acceleration provision similar to that contained in the Lock-Up Agreements,

pursuant to which all contractual transfer restrictions terminate if the Company’s common stock trades above a specified price threshold

for a defined period.

The foregoing description of the Leak-Out Agreement

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

as Exhibit 10.3 to this Current Report on Form 8-K.

Escrow Agreement

On June 3, 2026, the Company entered into an escrow

agreement (the “Escrow Agreement”) with Zions Bancorporation, National Association, as escrow agent (the “Escrow Agent”),

and Ryan Layton, solely in his capacity as the authorized representative of the Company Equityholders (the “Authorized Representative”),

in connection with the consummation of the transactions contemplated by the Merger Agreement. Pursuant to the Escrow Agreement, the Company

is required to deposit an amount equal to ten percent (10%) of the Base Merger Consideration (the “Escrow Amount”) into one

or more escrow accounts to secure indemnification obligations of the Company Equityholders under the Merger Agreement.

The Escrow Agreement provides that the Escrow

Amount consists of both cash and equity components, which are to be deposited and held by the Escrow Agent and released only in accordance

with specified written instructions and the terms of the Merger Agreement. The Escrow Agent acts in a ministerial capacity and may rely

on instructions from the Company and the Authorized Representative without independent verification. The escrowed funds and securities

may be used to satisfy indemnification claims and will otherwise be released to the Company Equityholders upon expiration of the escrow

period, subject to any pending claims.

The Escrow Agreement also includes detailed provisions

governing disbursement mechanics, including staged funding tied to Merger Consideration payments, procedures for withholding amounts in

respect of indemnification claims, and allocation of proceeds among the Company Equityholders in accordance with agreed distribution percentages.

The Escrow Agent is entitled to customary protections, including limitations of liability, indemnification by the parties, and the right

to rely on written instructions. The Escrow Agreement terminates upon the expiration of the escrow period and the distribution of all

escrow property, subject to retention of amounts necessary to resolve pending claims.

The foregoing description of the Escrow Agreement

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

as Exhibit 10.4 to this Current Report on Form 8-K.

Employment Agreement

On June 3, 2026, the Company entered into an employment

arrangement with Danny White pursuant to an offer letter (the “Employment Agreement”), under which Mr. White will serve as

the Company’s Chief Product Officer and report directly to the Chief Executive Officer.

Pursuant to the Employment Agreement, Mr. White

will receive an initial annual base salary of $185,000, payable in accordance with the Company’s standard payroll practices, and

will be eligible to earn an annual performance-based bonus based on individual and Company performance, with payment timing subject to

the completion of audited financial statements. The Employment Agreement also provides for a one-time sign-on bonus of $30,000, payable

in installments and subject to repayment under certain circumstances if employment terminates within twelve months.

In addition, the Employment Agreement contemplates

an equity compensation package to be provided under a separate agreement, consisting of an initial grant of restricted stock units with

a total target value of $250,000, including an early vesting tranche and additional vesting over a three-year period, subject to approval

by the Company’s board of directors. The agreement further provides that Mr. White will be eligible to participate in the Company’s

employee benefit plans and executive policies, including health and welfare benefits and an unlimited paid time off policy, subject to

Company policies and applicable law.

Mr. White’s employment is at-will, meaning

that either the Company or Mr. White may terminate the employment relationship at any time, subject to applicable law and Company policies.

The foregoing description of the Employment Agreement

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

as Exhibit 10.5 to this Current Report on Form 8-K.

Advisory Agreement

On June 3, 2026, the Company entered into an advisory

services agreement (the “Advisory Agreement”) with Ryan Layton (the “Advisor”), the former Chief Executive Officer

of Secuvant, in connection with the consummation of the transactions contemplated by the Merger Agreement. The Advisory Agreement became

effective upon the Closing of the Merger and is expressly contingent upon the consummation of such Closing.

Pursuant to the Advisory Agreement, the Advisor

has agreed to provide non-exclusive, part-time advisory services to the Company on a best-efforts basis, as reasonably requested by the

Company’s Chief Executive Officer from time to time. The scope of such services includes, among other things, supporting customer

and partner relationships, facilitating transition and integration efforts following the merger, providing institutional knowledge relating

to Secuvant’s business and operations, and assisting with continuity of key commercial and operational functions.

The Advisory Agreement has an initial term of

six (6) months from the effective date and may be extended for an additional six (6) month period upon mutual agreement of the parties.

Following the first ninety (90) days after the effective date, either party may terminate the agreement upon thirty (30) days’ prior

written notice, and either party may terminate immediately in the event of an uncured material breach.

In consideration for the services, the Company

has agreed to pay the Advisor a monthly cash retainer of $3,000, payable in advance, and to reimburse reasonable, pre-approved out-of-pocket

expenses. The Advisor is not entitled to any additional compensation or employee benefits under the agreement and will serve as an independent

contractor.

The Advisory Agreement also contains customary

provisions relating to confidentiality, ownership of work product, and non-solicitation of employees for a specified period following

the term. In addition, the agreement includes customary limitations of liability and provides that it is governed by Delaware law

The foregoing description of the Advisory Agreement

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

as Exhibit 10.6 to this Current Report on Form 8-K.

Item 5.03 Amendments to Articles of Incorporation

or Bylaws; Change in Fiscal Year.

Series I Convertible Preferred Stock

We have authorized 888,888 shares of our Series

I Convertible Preferred Stock, par value $0.0001 per share, with a stated value of $2.25 per share.

The material attributes of the shares of our Series

I Convertible Preferred Stock are:

Voting Rights: Holders of shares of our

Series I Convertible Preferred Stock shall not have voting rights, except as required by law (including without limitation, the Delaware

General Corporation Law) and with respect to certain protective provisions contained in the Certificate of Designation.

Dividend Rights: Holders of shares of our

Series I Convertible Preferred Stock shall not be entitled to receive cash dividends. Any stock splits, stock dividends or similar distributions

on the Company’s Common Stock will be reflected through proportional adjustments to the conversion terms.

Conversion Rights: Shares of our Series

I Convertible Preferred Stock shall be convertible, at any time and from time to time at the option of the holder thereof, into shares

of Common Stock, subject to a conversion price of $2.25 per share (subject to adjustment) and subject to certain beneficial ownership

limitations, initially set at 4.99% (but may be increased to 9.99% upon notice).

Liquidation Preference: Holders of shares

of our Series I Convertible Preferred Stock, upon any liquidation, dissolution, or winding-up, whether voluntary or involuntary, shall

be entitled to receive out of the assets of the Company, before any distribution to holders of Common Stock, an amount equal to the greater

of (i) the stated value plus any accrued and unpaid amounts, or (ii) the amount such holder would receive if the Preferred Stock had been

converted into Common Stock immediately prior to such event.

Protective Provisions: As long as any shares

of Series I Convertible Preferred Stock are outstanding, the Company shall not, without the affirmative vote of the holders of a majority

of the outstanding shares of Series I Convertible Preferred Stock, (a) alter or change adversely the powers, preferences or rights of

the Series I Convertible Preferred Stock, (b) amend its certificate of incorporation or other charter documents in a manner that adversely

affects the holders, (c) increase the number of authorized shares of Series I Convertible Preferred Stock, or (d) enter into any agreement

with respect to any of the foregoing.

The foregoing summary of the terms, rights and

preferences of the Series I Convertible Preferred Stock, filed with the State of Delaware on June 3, 2026, is qualified in its entirety

by reference to the text of the Series I Convertible Preferred Stock Certificate of Designation, which is filed hereto as Exhibit 3.1

and is incorporated herein by reference.

Item 8.01 Other Events.

On June 9, 2026, the Company issued a press release,

announcing the closing of the Merger. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits

(d)

Exhibits:

Exhibit No.

Description

2.1

Agreement and Plan of Merger, dated May 21, 2026

3.1

Series I Convertible Preferred Stock Certificate of Designation

10.1

Registration Rights Agreement, dated June 3, 2026

10.2

Lock-Up Agreement, dated June 3, 2026

10.3

Leak-Out Agreement, dated June 3, 2026

10.4

Escrow Agreement, dated June 3, 2026

10.5

Employment Agreement, dated June 3, 2026

10.6

Advisory Agreement, dated June 3, 2026

99.1

Press Release dated June 9, 2026

104

Inline XBRL for the cover page of this Current Report on Form 8-K

SIGNATURES

Pursuant to the requirements of the Securities

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

CYCURION, INC.

Date:

June 9, 2026

By:

/s/ L. Kevin Kelly

Name:

L. Kevin Kelly

Title:

Chief Executive Officer

EX-2.1

Filename: ex2-1.htm · Sequence: 2

Exhibit

2.1

MERGER

AGREEMENT

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;

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

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.

“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.

“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.

“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.

“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).

“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.

“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).

“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).

“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.

“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.

“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, 22nd Floor, New York, NY 10005.

“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.

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.

(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

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.

Section

2.4 Deliverables by the Company at Closing

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.

(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

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.

(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).

(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.

(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.

(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.

(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.

(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.

(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.

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.

(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

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

(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.

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.

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

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.

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.

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.

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

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”).

(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

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;

(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.

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.

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.

(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.

(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 Company, taken as a whole, since March 31, 2026, the Company

has not (i) been subject to any actual, pending or, to the Knowledge of the Company, threatened in writing, investigations, notices or

requests from any Governmental Authority in relation to its data processing or cybersecurity activities, or (ii) received any actual,

pending or, to the Knowledge of the Company, threatened, claims from individuals alleging any violation of Data Protection Laws.

Section

5.28 Certain Business Practices; International Trade Laws

(a)

For the past five years, the Company has been in compliance with the Foreign Corrupt Practices Act and all other applicable anti-corruption

and anti-bribery Laws, in all material respects. The Company is not subject to any Action by any Governmental Authority involving any

actual or, to the Knowledge of the Company, suspected, violation of any applicable anti-corruption Law.

(b)

For the past five years, neither the Company nor any of its directors, officers or, to the Knowledge of the Company, employees or Representatives,

when acting on behalf of the Company, has used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses

relating to political activity.

(c)

The Company is, and at all times in the past five years has been in compliance with all applicable International Trade Laws. Neither

the Company nor any of its directors or officers nor, to the Knowledge of the Company, any other Representative acting on behalf of the

Company is a sanctioned person. The Company has obtained, and is in compliance with, all export licenses, registrations, declarations,

classifications, and filings with any Governmental Authority required for (i) the export and re-export of its products, services, software,

and technologies, and (ii) releases of technologies and software for foreign nationals located in the United States and abroad. In the

past five years, the Company has not, directly or, knowingly, indirectly, used any funds, or loaned, contributed or otherwise made available

such funds to any Company Subsidiary, joint venture partner or other Person, for the purpose of financing the activities of or with any

sanctioned person or in any sanctioned jurisdiction, in either case in violation of sanctions. Neither the Company nor any of its directors

or officers nor, to the Knowledge of the Company, any other Representative acting on behalf of the Company has, in the past five years,

engaged in (A) dealings with a sanctioned person or involving a sanctioned jurisdiction, in either case in violation of sanctions, (B)

dealings that could reasonably be expected to result in the Company becoming a sanctioned person, or (C) conduct or activity in violation

of international trade Laws. The Company has not made any self-disclosures, or been the subject of any fines, penalties or sanctions,

or otherwise involved in investigations or enforcement actions by any Governmental Authority with respect to any actual or alleged violations

of applicable international trade Laws and has not been notified of any such pending or threatened actions.

Section

5.29 No Additional Representations or Warranties

Except

as specifically provided in this Agreement, the Company has not made, nor is it making, any representation or warranty whatsoever to

Purchaser or any of its Affiliates and, except in the case of fraud, no such Person shall be liable in respect of the accuracy or completeness

of any information or documents (including any projections on the future performance of the Business) provided to Purchaser or any of

its Affiliates.

ARTICLE

VI REPRESENTATIONS AND WARRANTIES OF PURCHASER AND MERGER

SUB

All

representations and warranties set forth herein are made as of the Execution Date and subject to the exceptions noted in the disclosure

schedules, if any, delivered to the Company by Purchaser concurrently herewith and identified by the Parties as the “Purchaser

Disclosure Schedule.” All representations and warranties set forth herein are qualified by the Purchaser SEC Reports

(as defined below) filed by Purchaser prior to the date of this Agreement. No specific representation or warranty will limit the generality

or applicability of a more general representation or warranty. Each individual section of the Purchaser Disclosure Schedule will be numbered

to correspond to the paragraph of the section of this Agreement to which it relates. Purchaser and Merger Sub (each sometimes referred

to individually as a “Purchaser Party” and collectively as the “Purchaser Parties”)

hereby represent and warrant to the Company as follows:

Section

6.1 Organization

(a)

Each of Purchaser and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the State of

Delaware.

(b)

Set forth on Section 6.1(b) of the Purchaser Disclosure Schedule is a complete and accurate list of all of Purchaser’s Subsidiaries,

including the date and jurisdiction of formation or incorporation of each such Subsidiary.

(c)

Each of Purchaser and each Subsidiary of Purchaser has the requisite power and authority, corporate or otherwise, to own, operate, lease,

or otherwise hold and operate its properties and other assets and to carry on its business as currently conducted. Each of Purchaser

and each Subsidiary of Purchaser is duly licensed or qualified to do business and is in good standing (with respect to jurisdictions

that recognize that concept) in each jurisdiction in which the nature of its business or the ownership, leasing, or operation of its

properties or other assets makes such qualification, licensing or good standing necessary, except where the failure to be so qualified,

licensed or in good standing, individually or in the aggregate, has not had and would not reasonably be expected to have a Purchaser

Material Adverse Effect.

(d)

Merger Sub does not hold and has not held any material assets or incurred any material liabilities and has not carried on any business

activities other than in connection with the Merger.

(e)

Purchaser has delivered to the Company the Organizational Documents of each Subsidiary of Purchaser.

Section

6.2 Due Authorization

Each

of Purchaser and Merger Sub 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 each of Purchaser and Merger Sub of this

Agreement and the performance of its obligations hereunder and the consummation by each of them of the transactions contemplated hereby

have been duly and validly authorized by each such Purchaser Party, and no other action on the part of such Purchaser Party is necessary.

This Agreement has been duly and validly executed and delivered by each Purchaser Party and, assuming the due authorization, execution,

and delivery by the Company, is the legal, valid, and binding obligation of such Purchaser Party, enforceable against such Purchaser

Party 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. The affirmative vote or written consent of Purchaser as the sole stockholder of Merger Sub is the only

vote of the holders of any of Merger Sub’s capital stock necessary to adopt and approve this Agreement and the consummation of

the transactions contemplated hereby, including the Merger.

Section

6.3 No Conflict

The

execution and delivery of this Agreement by each of Purchaser and Merger Sub, 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 such Purchaser Party, or any agreement, indenture, or other instrument to which such Purchaser

Party is a party or by which such Purchaser Party may be bound, or of any Governmental Order applicable to such Purchaser Party, 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 such Purchaser Party 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 Permit from any Governmental Authority

or other Person, except to the extent that the occurrence of any of the foregoing would not have a material adverse effect on the ability

of such Purchaser Party to enter into and perform its obligations under this Agreement.

Section

6.4 Governmental Authorities; Consents

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 either Purchaser Party with respect to such Purchaser Party’s execution, delivery, and performance

of this Agreement and the consummation of the transactions contemplated hereby, except for any approvals required by Nasdaq in connection

with the Nasdaq Listing Application, or as otherwise set forth in Section 6.4 of the Purchaser Disclosure Schedule.

Section

6.5 Brokers

Person has acted directly or indirectly as a broker, finder, or financial advisor for Purchaser or Merger Sub in connection with the

negotiations relating to the transactions contemplated by this Agreement for which Purchaser or Merger Sub will become obligated to pay

a fee or commission.

Section

6.6 Legal Proceedings

There

are no Actions pending or, to the Knowledge of Purchaser, threatened, against or by Purchaser or any Affiliate of Purchaser that challenge

or seek to prevent, enjoin, or otherwise delay the transactions contemplated by this Agreement.

Section

6.7 Capitalization of Purchaser

(a)

The authorized share capital of Purchaser (the “Purchaser Equity”) consists of 120,000,000 shares of capital

stock, of which (i) 100,000,000 shares of Purchaser Common Stock are authorized for issuance, and (ii) 20,000,000 shares of preferred

stock, par value $0.0001 per share, are authorized for issuance. An aggregate of 110,000 shares of preferred stock have been designated

as Series A Convertible Preferred Stock, 3,000 shares of preferred stock have been designated as Series B Convertible Preferred Stock,

5,000 shares of preferred stock have been designated as Series C Convertible Preferred Stock, 6,666,700 shares of preferred stock have

been designated as Series D Convertible Preferred Stock, 100 shares of preferred stock have been designated as Series E Convertible Preferred

Stock, 10,000 shares of preferred stock have been designated as Series F Convertible Preferred Stock and 10,000 shares of preferred stock

have been designated as Series G Convertible Preferred Stock. As of May 21, 2026, an aggregate of 8,590,021 shares of Purchaser Common

Stock, 0 shares of Series A Convertible Preferred Stock, 1 share of Series B Convertible Preferred Stock, 2,547 shares of Series C Convertible

Preferred Stock, 150,000 shares of Series D Convertible Preferred Stock, 51 shares of Series E Convertible Preferred Stock, 0 shares

of Series F Convertible Preferred Stock and 143 shares of Series G Convertible Preferred Stock were issued and outstanding. All of the

issued and outstanding Purchaser Common Stock and the shares of preferred stock have been duly authorized and are validly issued, fully

paid and non-assessable. All of the issued and outstanding shares of Purchaser Common Stock and shares of preferred stock constitute

all of the issued and outstanding share capital of Purchaser.

(b)

Except as set forth on Section 6.7(b) of the Purchaser Disclosure Schedule, there are no outstanding or authorized options, warrants,

convertible securities, or other rights, agreements, arrangements, or commitments of any character relating to the Purchaser Equity or

obligating Purchaser to issue or sell any equity of, or any other interest in, Purchaser. Except as set forth in the Purchaser Disclosure

Schedule, there are not outstanding (i) equity appreciation, phantom equity, profit participation, or similar rights with respect to

Purchaser or (ii) voting trusts, proxies, member agreements, or other agreements or understandings related to the voting or transfer

of any outstanding voting interests of Purchaser.

(c)

Merger Sub is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware.

The limited liability company interests of Merger Sub (the “Membership Interests”) consist of a single class

of Membership Interests. All issued and outstanding Membership Interests have been duly authorized and validly issued in accordance with

Merger Sub’s limited liability company agreement and the Delaware Limited Liability Company Act, are fully paid and nonassessable,

and were not issued in violation of any preemptive rights, rights of first refusal or similar rights under any provision of applicable

law, Merger Sub’s organizational documents or any Contract to which Merger Sub is a party or by which it is bound.

(d)

Other than as set forth in Section 6.7(d) of the Purchaser Disclosure Schedule, Purchaser owns 100% of the equity interests in

each Subsidiary of Purchaser, and no Person has any options, warrants, or other rights to acquire any equity securities in any Subsidiary

of Purchaser.

(e)

All the issued and outstanding shares of capital stock of, or other equity interests in, each Subsidiary of Purchaser have been validly

issued and are fully paid and non-assessable and are owned directly or indirectly by Purchaser free and clear of all Liens. Except for

the Subsidiaries of Purchaser, Purchaser does not own, directly or indirectly, as of the Execution Date, (a) any capital stock of, or

other equity interests in, any Person or (b) any other interest or participation that confers on Purchaser or any Subsidiary of Purchaser

the right to receive (i) a share of the profits and losses of, or distributions of assets of, any other Person or (ii) any economic benefit

or right similar to, or derived from, the economic benefits and rights occurring to holders of capital stock of any other Person.

Section

6.8 Financings

There

are no material financing arrangements, Indebtedness, common share equivalent (including notes, warrants, etc.) and other debt/equity

obligations of Purchaser that are currently in effect.

Section

6.9 SEC Filings; Internal Controls; Financial Statements

(a)

Except as set forth in Section 6.9(a) of the Purchaser Disclosure Schedule, Purchaser has timely filed or furnished all statements,

forms, reports and documents required to be filed or furnished by it prior to the date of this Agreement with the SEC pursuant to the

Securities Act and the Exchange Act since January 1, 2023 (collectively, and together with any information incorporated therein by reference,

and as they have been supplemented, modified or amended since the time of filing, the “Purchaser SEC Reports”).

Each of the Purchaser SEC Reports, as of their respective dates of filing, and as of the date of any amendment or filing that superseded

the initial filing, complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act. As

of their respective dates of filing, each Purchaser SEC Report did not contain any 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.

(b)

There are no outstanding loans or other extensions of credit made by Purchaser to any executive officer (as defined in Rule 3b-7 under

the Exchange Act) or director of Purchaser. Purchaser has not, including through any Subsidiary of Purchaser, taken any action prohibited

by Section 402 of the Sarbanes-Oxley Act of 2002.

(c)

Purchaser has complied in all material respects with all applicable Nasdaq listing and corporate governance rules and regulations. The

books of account, minute books and transfer ledgers and other similar books and records of Purchaser and its Subsidiaries have been maintained

in accordance with good business practice, are complete and correct in all material respects, and there have been no material transactions

that are required to be set forth therein that have not been so set forth.

(d)

There are no outstanding or unresolved comments in any comment letters received from the SEC with respect to the Purchaser SEC Reports.

To the Knowledge of Purchaser, none of the Purchaser SEC Reports is subject to ongoing SEC review or investigation as of the date hereof.

(e)

Except as is not required in reliance on exemptions from various reporting requirements by virtue of Purchaser’s status as a “smaller

reporting company” within the meaning of the Exchange Act, since its initial public offering, (i) Purchaser has established and

maintained a system of internal control over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient

to provide reasonable assurance regarding the reliability of Purchaser’s financial reporting and the preparation of the Purchaser

Financial Statements for external purposes in accordance with U.S. GAAP and (ii) Purchaser has established and maintained disclosure

controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) reasonably designed to ensure that all material

information concerning Purchaser and its Subsidiaries and other material information required to be disclosed by Purchaser in the reports

that it files or furnishes under the Exchange Act is made known on a timely basis to the individuals responsible for the preparation

of Purchaser SEC filings and other public disclosure documents.

(f)

The Purchaser SEC Reports contain true and complete copies of the applicable Purchaser Financial Statements. Except as disclosed in the

Purchaser SEC Reports, the Purchaser Financial Statements (i) fairly present in all material respects the financial position of Purchaser

as at the respective dates thereof, and the results of its operations, stockholders’ equity and cash flows for the respective periods

then ended (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments (none of which is

expected to be material) and the absence of footnotes), (ii) were prepared in conformity with U.S. GAAP applied on a consistent basis

during the periods involved (except, in the case of any audited financial statements, as may be indicated in the notes thereto and subject,

in the case of any unaudited financial statements, to normal year-end audit adjustments (none of which is expected to be material) and

the absence of footnotes), (iii) in the case of the audited Purchaser Financial Statements, were audited in accordance with the standards

of the PCAOB, and (iv) comply in all material respects with the applicable accounting requirements and with the rules and regulations

of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation

S-K, as applicable).

(g)

Except as set forth in Section 6.9(g) of the Purchaser Disclosure Schedule, to the Knowledge of Purchaser, Purchaser has not received

any written complaint, allegation, assertion or claim that, as alleged therein, would constitute (i) a “significant deficiency”

in the internal control over financial reporting of Purchaser, (ii) a “material weakness” in the internal control over financial

reporting of Purchaser, or (iii) fraud, whether or not material, that involves management or other employees of Purchaser who have a

significant role in the internal control over financial reporting of Purchaser.

Section

6.10 Absence of Certain Changes

From

March 31, 2026 until the date of this Agreement: (a) Purchaser and its Subsidiaries have conducted their respective businesses in the

Ordinary Course of Business; (b) there has not been any Purchaser Material Adverse Effect; and (c) neither Purchaser nor any of its Subsidiaries

has taken any action that, if taken after the date of this Agreement and prior to the consummation of the Merger, would require the consent

of the Company pursuant to Section 7.1(b), except where the Company has given such consent.

Section

6.11 Corporate Records

Since

March 31, 2026, all proceedings of the board of directors of Purchaser, including all committees thereof and all consents to actions

taken thereby, are, in all material respects, accurately reflected in the minutes and records contained in the corporate minute books

of Purchaser and made available to the Company. The stockholder ledger of Purchaser is true, correct and complete in all material respects.

Section

6.12 Legal Compliance

Since

March 31, 2026, each of Purchaser and its Subsidiaries (a) has conducted its business and operations in compliance with all Laws and

Governmental Orders applicable thereto other than any such non-compliance that individually or in the aggregate could not have a Purchaser

Material Adverse Effect, and (b) has not received any written or, to the Knowledge of Purchaser, oral, communications from a Governmental

Authority that alleges that Purchaser or such Subsidiary is not in compliance with any such Law or Governmental Order.

Section

6.13 Properties; Title to Assets

(a)

All tangible personal property and interests therein, including computers and accessories, furniture, office equipment, communications

equipment, automobiles, and other equipment owned or leased by Purchaser and its Subsidiaries (the “Tangible Personal Property”)

are, to the Knowledge of Purchaser, in good operating condition and repair and function in accordance with their intended uses (ordinary

wear and tear excepted), have been properly maintained and are suitable for their present uses and meet all specifications and warranty

requirements with respect thereto, in each case in all material respects. All of the Tangible Personal Property is located at the offices

or properties of Purchaser or its Subsidiaries.

(b)

Purchaser or a Subsidiary of Purchaser has good, valid and marketable title in and to, or in the case of the leases and the assets that

are leased or licensed pursuant to Contracts, a valid leasehold interest or license in or a right to use, all of the tangible assets

reflected on Purchaser’s most recent balance sheet. No such tangible asset is subject to any Lien other than Permitted Liens.

Section

6.14 Material Contracts

(a)

Section 6.14(a) of the Purchaser Disclosure Schedule sets forth a complete and correct list, as of the date of this Agreement,

of all of the Material Contracts of Purchaser, as amended to date, that are currently in effect.

(b)

Each Material Contract of Purchaser is (i) valid and binding on Purchaser or the applicable Subsidiaries of Purchaser that are party

thereto and, to the Knowledge of Purchaser, the counterparties thereto, (ii) in full force and effect, and (iii) enforceable by and against

Purchaser and/or its Subsidiaries that are a party thereto and, to the Knowledge of Purchaser, each counterparty thereto, except, in

the case of this clause (iii), 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. Neither Purchaser nor its Subsidiaries party thereto nor, to the Knowledge of Purchaser, any other party to a Material Contract

of Purchaser, is in material breach or default (whether with or without the passage of time or the giving of notice or both) under the

terms of any such Material Contract. None of Purchaser or its Subsidiaries has assigned, delegated, or otherwise transferred any of its

rights or obligations under any Material Contract of Purchaser or granted any power of attorney with respect thereto (other than, in

each case, to Purchaser or one or more of its Subsidiaries).

(c)

Each of Purchaser and its Subsidiaries that are a party thereto is in compliance in all material respects with all covenants, including

all financial covenants, in all notes, indentures, bonds, and other instruments or Contracts establishing or evidencing any Indebtedness

to which it is a party. The consummation and closing of the transactions contemplated by this Agreement will not cause or result in an

event of default under any instruments or Contracts establishing or evidencing any Indebtedness, other than to the extent any such event

of default would not have a Purchaser Material Adverse Effect.

Section

6.15 Permits

Each

of Purchaser and each Subsidiary of Purchaser has all licenses, franchises, permits, orders, approvals, consents, or other similar authorizations

or approvals of a Governmental Authority required to be obtained and maintained by Purchaser or any Subsidiary thereof under applicable

Law to carry out its business as currently conducted (“Permits”), the lack of which has had or would reasonably

be expected to have, individually or in the aggregate, a Purchaser Material Adverse Effect. None of Purchaser nor any Subsidiary of Purchaser

is or, with the giving notice, the lapse of time or otherwise, would be, in default in any material respect under any of such Permits

or other similar authority.

Section

6.16 Intellectual Property

(a)

Purchaser and each Subsidiary thereof (i) owns and possesses, free and clear of all Liens (other than Permitted Liens), all right, title

and interest in or has a valid and enforceable written license or rights to use, all Intellectual Property used by it in the operation

of its business as presently conducted and (ii) owns and possesses all right, title and interest in and to all Intellectual Property

created or developed by or on behalf of, or otherwise under the direction or supervision of, its employees or independent contractors,

relating to its business.

(b)

There are no claims against Purchaser or any Subsidiary of Purchaser that were either made since March 31, 2026, or are presently pending

contesting the validity, use, ownership or enforceability of any of Intellectual Property of Purchaser or applicable Subsidiary and,

to the Knowledge of Purchaser, there is no reasonable basis for any such claim. Neither Purchaser nor any Subsidiary of Purchaser has

infringed or misappropriated, and the operation of its business as currently conducted does not infringe or misappropriate, any registered

Intellectual Property rights of other Persons. Neither Purchaser nor any of its Subsidiaries has received any written notice regarding

any of the foregoing (including any demand or offer to license any Intellectual Property rights from any other Person). To the Knowledge

of Purchaser, no third party has infringed or misappropriated any of the Intellectual Property of Purchaser or any Subsidiary of Purchaser.

The transactions contemplated by this Agreement will not impair the right, title or interest of Purchaser or any Subsidiary of Purchaser

in and to the Intellectual Property of Purchaser or the applicable Subsidiary and all of the Intellectual Property of Purchaser and its

Subsidiaries will be owned or available for use by it immediately after the Closing on terms and conditions identical to those under

which Purchaser or such Subsidiary owned or used such Intellectual Property immediately prior to the Closing. Purchaser and its Subsidiaries

have taken commercially reasonable efforts to protect their Intellectual Property from infringement, misappropriation, and unauthorized

disclosure.

(c)

For the three years prior hereto, neither Purchaser nor any of its Subsidiaries has received any written notice of any actual or alleged

breaches of security (including theft and unauthorized use, access, collection, processing, storage, disposal, destruction, transfer,

disclosure, interruption or modification by any Person) of (i) the systems, hardware, software, network, or equipment of Purchaser or

any such Subsidiary, including all information stored or contained therein or transmitted thereby, or (ii) any data in the possession

or control of Purchaser or any Subsidiary of Purchaser about or from an individual that is protected by or subject to any data protection,

privacy or security Laws, including protected health information.

(d)

Purchaser and each Subsidiary of Purchaser has complied in all material respects at all times for the three years prior hereto with all

relevant requirements of any applicable data protection Law, its own data protection principles, requests from data subjects for access

to data held by it and any Law relating to the registration of data users. Neither Purchaser nor any Subsidiary thereof has received

any notification from a Governmental Authority regarding noncompliance or violation of any data protection principles or Law. No Person

has claimed any compensation from Purchaser or any Subsidiary thereof for the loss of or unauthorized disclosure or transfer of personal

data and no facts or circumstances exist that might give rise to such a claim. Neither Purchaser nor any Subsidiary of Purchaser has

undergone any audit or regulatory inquiry from any Governmental Authority with respect to privacy and/or data security of personally

identifiable information and, to the Knowledge of Purchaser, neither Purchaser nor any Subsidiary of Purchaser is subject to any current

inquiry from any Governmental Authority (including complaints from any individuals provided to such Governmental Authority) regarding

the same. Purchaser has taken, and has caused each of its Subsidiaries to take, reasonable commercial steps to preserve the availability,

security, and integrity of the information systems and the data and information stored on the information systems owned or exclusively

controlled by Purchaser or any such Subsidiary. During the past three years, Purchaser has maintained and has caused its Subsidiaries

to maintain, and each of Purchaser and its Subsidiaries continues to maintain, safeguards, security measures, and procedures to protect

against the unauthorized access, destruction, loss, or alteration of customer data or information (including any personally identifiable

information) in their possession or control.

Section

6.17 Insurance

Purchaser

and each Subsidiary of Purchaser maintains insurance with respect to its properties and its business against loss or damages of the kinds

customarily insured against by companies engaged in the same or similar businesses as Purchaser or such Subsidiary, in such amounts that

are commercially reasonable and customarily carried under similar circumstances by such other companies. All premiums for such insurance

policies have been paid, and no written notice of cancellation, termination, or non-renewal has been received by Purchaser or any of

its Subsidiaries with respect to any insurance policy. Neither Purchaser nor any Subsidiary thereof has received any written notice of

denial or dispute of coverage for, and to the Knowledge of Purchaser, no insurer has otherwise denied or disputed coverage for, any claim

under an insurance policy where the current actual or potential liability of or loss to Purchaser or any Subsidiary of Purchaser may

exceed $150,000 in the aggregate.

Section

6.18 Environmental Laws

Each

of Purchaser and each Subsidiary of Purchaser is, and since March 31, 2026, has been, in compliance in all material respects with all

Environmental Laws, and there are no, and since March 31, 2026, there have not been any, Actions pending or, to the Knowledge of Purchaser,

threatened, against Purchaser or any Subsidiary of Purchaser alleging any failure to so comply. None of Purchaser nor any Subsidiary

of Purchaser has: (a) received any notice of any alleged claim, violation of, or liability under any Environmental Law or any claim of

potential liability with regard to any Hazardous Material; (b) disposed of, emitted, discharged, handled, stored, transported, used,

or released any Hazardous Material; arranged for the disposal, discharge, storage, or release of any Hazardous Material; or exposed any

employee or other individual or property to any Hazardous Material; or (c) entered into any agreement that may require it to guarantee,

reimburse, pledge, defend, hold harmless or indemnify any other Person with respect to liabilities arising out of Environmental Laws

or the Hazardous Material activity. There are no Hazardous Materials in, on, or under any properties currently or formerly owned, leased,

or used at any time by Purchaser or any Subsidiary of Purchaser.

Section

6.19 Affiliate Transactions

Except

as described in the Purchaser SEC Reports, there are no transactions, agreements, arrangements, or understandings between Purchaser or

any of its Subsidiaries, on the one hand, and any director, officer, employee, stockholder, warrant holder, or Affiliate of Purchaser

or any of its subsidiaries, on the other hand.

Section

6.20 Taxes and Returns

(a)

Except as set forth in Section 6.21(a) of the Purchaser Disclosure Schedule, Purchaser and each Subsidiary thereof 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 Purchaser’s Financial Statements in accordance with U.S. GAAP.

(b)

Purchaser and each Subsidiary thereof 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 Purchaser or any Subsidiary thereof in respect of Taxes, and neither Purchaser nor any Subsidiary thereof 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 Purchaser or any Subsidiary thereof, other than Permitted Liens.

Neither Purchaser nor any Subsidiary thereof 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 Purchaser or any Subsidiary thereof 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 Purchaser or any Subsidiary

thereof 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.

(e)

Neither Purchaser nor any Subsidiary thereof has a permanent establishment, branch or representative office in any country other than

the country of its organization, and neither Purchaser nor any Subsidiary thereof 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 Purchaser nor any Subsidiary thereof 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 Purchaser or the only members of which

were or are Subsidiaries thereof). Neither Purchaser nor any Subsidiary thereof has any material liability for the Taxes of another Person

(other than a Subsidiary of Purchaser) 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 Purchaser nor any Subsidiary thereof 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 Purchaser nor any Subsidiary thereof 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 Subsidiary of Purchaser outstanding for any such ruling, memorandum or agreement.

(h)

In the past five years, neither Purchaser nor any Subsidiary thereof 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 Purchaser nor any Subsidiary thereof 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 Purchaser nor any Subsidiary thereof 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 Purchaser or any Subsidiary thereof prior to the Closing, (ii) change in any method of accounting

of Purchaser or any Subsidiary thereof 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 Purchaser or any Subsidiary thereof 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.

(k)

Neither Purchaser nor any Subsidiary thereof 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 Purchaser, 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 Purchaser’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 Purchaser or any Subsidiary thereof or in any claw back of any

material Tax relief previously given to Purchaser or any Subsidiary thereof.

Section

6.21 Board Approval

resolutions duly adopted, the Purchaser Board has unanimously: (a) approved the execution, delivery, and performance by Purchaser and

Merger Sub of this Agreement and the consummation of the transactions contemplated hereby, including the Merger, on the terms and subject

to the conditions set forth herein and therein; and (b) determined that this Agreement and the transactions contemplated hereby, upon

the terms and subject to the conditions set forth herein, are advisable and in the best interests of Purchaser.

Section

6.22 Nasdaq Shareholder Approval

vote or approval of the holders of Purchaser Common Stock is expected to be required under applicable Law or Nasdaq rules to consummate

the Transactions; provided, however, that to the extent any such vote or approval is determined to be required by Nasdaq or applicable

Law, Purchaser shall use commercially reasonable efforts to promptly obtain such vote or approval in accordance with applicable requirements.

ARTICLE

VII CONDITIONS TO CLOSING

Section

7.1 Conditions to Each Party’s Obligation to Close

The

respective obligation of each Party to effect the transactions contemplated hereby is subject to the satisfaction on or before Closing

of each of the following conditions, unless waived in writing by each of Purchaser and the Company:

(a)

Governmental Approvals. The Parties shall have received all approvals from any Governmental Authority necessary to consummate

the transactions contemplated hereby.

(b)

No Orders. There shall not have been enacted, promulgated, or made effective after the date of this Agreement any Law by a Governmental

Authority of competent jurisdiction that enjoins or otherwise prohibits or makes illegal, or any Governmental Order seeking to enjoin

or prohibit or make illegal, consummation of the transactions contemplated hereby and there shall not be in effect any injunction (whether

temporary, preliminary or permanent) by any Governmental Authority of competent jurisdiction that enjoins or otherwise prohibits consummation

of the transactions contemplated hereby.

(c)

Purchaser Nasdaq Listing. The existing Purchaser Common Stock shall have been continually listed on Nasdaq as of and from the

Execution Date through the Closing Date, and Purchaser shall not have received any order or other correspondence indicating that the

Purchaser Common Stock may be delisted from Nasdaq, unless the deficiencies set forth in such order or correspondence can be resolved,

Purchaser has received written confirmation of such resolution from Nasdaq, and such deficiencies have been resolved in a manner that

ensures the Purchaser Common Stock’s continued listing on Nasdaq, and trading in the Purchaser Common Stock on Nasdaq has not been

suspended as of the Closing. Additionally, Purchaser’s Nasdaq Listing Application in connection with the Transactions contemplated

by this Agreement shall have been approved by Nasdaq.

Section

7.2 Conditions to Obligations of Purchaser and Merger Sub

The

obligation of Purchaser and Merger Sub to effect the transactions contemplated hereby is also subject to the satisfaction on or before

the Closing of the following conditions, unless waived in writing by Purchaser:

(a)

Representations and Warranties. Each of the representations and warranties of the Company contained in Article V (Representations

and Warranties of the Company) shall be true and correct, in each case as of the Closing as though made on such date (except to the extent

any such representation and warranty expressly speaks as of a specified date, in which case as of such date), except where the failure

of any such representations and warranties to be so true and correct (without regard to any materiality, in all material respects, Company

Material Adverse Effect, or similar qualifications set forth in any such representation or warranty) would not, individually or in the

aggregate, reasonably be expected to have a Company Material Adverse Effect.

(b)

Performance of Obligations. The Company shall have performed in all material respects all obligations and covenants required to

be performed by it under this Agreement at or before the Closing.

(c)

Absence of Company Material Adverse Effect. No event, circumstance, development, change or effect shall (i) have occurred since

the date of this Agreement that, individually or in the aggregate, has caused a Company Material Adverse Effect, or (ii) continue to

occur that would reasonably be expected to cause, individually or in the aggregate, a Company Material Adverse Effect.

(d)

Closing Documents. At or prior to the Closing, the Company shall have delivered, or caused to be delivered, to Purchaser the documents

set forth in Section 2.4.

(e)

Officer’s Certificates.

(i)

Purchaser shall have received a certificate, dated as of the Closing Date, signed by the Chief Executive Officer of the Company, in such

Person’s capacity as an officer of the Purchaser and not in such Person’s individual capacity, attaching true, correct, and

complete copies of (A) certificate of incorporation of the Company, as amended to date, certified by the Secretary of State of the State

of Utah, (B) the bylaws of the Company, and (C) resolutions of the board of directors of the Company approving this Agreement and declaring

its advisability, and approving the consummation of the transactions contemplated hereby, and certifying that each of the documents attached

pursuant to clauses (A)-(C) is true and complete; and

(ii)

Purchaser shall have received a certificate, dated as of the Closing Date, signed by the Chief Executive Officer of the Company, in such

Person’s capacity as an officer of the Company and not in such Person’s individual capacity, certifying the accuracy of the

provisions of the foregoing clauses (a), (b), and (c) of this Section 7.2.

(f)

Independent Valuation. Purchaser shall have received, prior to or at the Closing, a final written valuation report from a nationally

recognized independent third-party valuation firm mutually acceptable to Purchaser and the Company (the “Independent Valuation

Firm”), which valuation shall be in form and substance reasonably satisfactory to Purchaser and shall be conducted in accordance

with customary valuation methodologies. The costs and expenses of the Independent Valuation Firm in preparing the valuation report and

related matters will be solely the obligation of Purchaser. The determination of the Independent Valuation Firm shall be final, conclusive

and binding on the Parties absent manifest error. Such valuation report shall be delivered in good faith prior to Closing.

Section

7.3 Conditions to Obligations of the Company

The

obligation of the Company to effect the transactions contemplated herein is also subject to the satisfaction on or before the Closing

of the following conditions, unless waived in writing by the Company:

(a)

Representations and Warranties. Each of the representations and warranties of Purchaser and Merger Sub in Article VI (Representations

and Warranties of Purchaser and Merger Sub) shall be true and correct, in each case as of the Closing as though made on such date (except

to the extent any such representation and warranty expressly speaks as of a specified date, in which case as of such date), except where

the failure of any such representations and warranties to be so true and correct (without regard to any materiality, in all material

respects, Purchaser Material Adverse Effect, or similar qualifications set forth in any such representation or warranty) would not, individually

or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect.

(b)

Performance of Obligations. Purchaser shall have performed in all material respects all obligations and covenants required to

be performed by it under this Agreement at or before the Closing.

(c)

Absence of Purchaser Material Adverse Effect. No event, circumstance, development, change or effect shall (i) have occurred since

the date of this Agreement that, individually or in the aggregate, has caused a Purchaser Material Adverse Effect, or (ii) continue to

occur that would reasonably be expected to cause, individually or in the aggregate, a Purchaser Material Adverse Effect.

(d)

Closing Documents. At or prior to the Closing, Purchaser shall have delivered, or caused to be delivered, to the Company the documents

set forth in Section 2.5.

(e)

Officer’s Certificates.

(i)

The Company shall have received a certificate, dated as of the Closing Date, signed by the Chief Executive Officer of the Purchaser,

in such Person’s capacity as an officer of the Purchaser and not in such Person’s individual capacity, attaching true, correct,

and complete copies of (A) certificate of incorporation of the Purchaser, as amended to date, certified by the Secretary of State of

the State of Delaware, (B) the bylaws of the Purchaser, and (C) resolutions of the board of directors of the Purchaser approving this

Agreement and declaring its advisability, and approving the consummation of the transactions contemplated hereby, and certifying that

each of the documents attached pursuant to clauses (A)-(C) is true and complete; and

(ii)

The Company shall have received a certificate, dated as of the Closing Date, signed by the Chief Executive Officer of Purchaser, in such

Person’s capacity as an officer of Purchaser and not in such Person’s individual capacity, certifying the accuracy of the

provisions of the foregoing clauses (a), (b), and (c) of this Section 7.3.

Section

7.4. Frustration of Closing Conditions

Neither

the Company nor Purchaser may rely, either as a basis for not consummating the transactions contemplated herein or for terminating this

Agreement and abandoning the transactions contemplated herein, on the failure of any condition set forth in Section 7.1, Section

7.2 or Section 7.3, as the case may be, to be satisfied if such failure was principally caused by such Party’s breach

of any provision of this Agreement or failure to make the requisite effort to consummate the transactions contemplated herein, as required

by and subject to this Agreement.

ARTICLE

VIII COVENANTS OF THE PARTIES PENDING CLOSING;

ADDITIONAL

COVENANTS

Section

8.1 Conduct of the Business

The

Company covenants and agrees that:

(a)

Except as expressly contemplated by this Agreement, as required by applicable Law, as set forth on Section 8.1(a) of the Company

Disclosure Schedule, or as consented to in writing (which shall not be unreasonably conditioned, withheld or delayed) by Purchaser, with

respect to any deviation by the Company, from the Execution Date until the earlier of the Closing Date and the termination of this Agreement

in accordance with its terms (the “Interim Period”), the Company shall, and shall cause its Subsidiaries to,

(i) conduct its business only in the Ordinary Course of Business (including the payment of accounts payable and the collection of accounts

receivable), (ii) duly and timely file all Tax Returns required to be filed (or obtain a permitted extension with respect thereto) with

the applicable taxing authorities and pay any and all Taxes due and payable during such time period, (iii) duly observe and comply with

all applicable Laws and Governmental Orders, and (iv) use its commercially reasonable efforts to preserve intact in all material respects

its business organization, assets, permits, properties, and material business relationships with employees, clients, suppliers, and other

third parties.

(b)

Without limiting the generality of the foregoing, and except as expressly contemplated by this Agreement, as required by applicable Law,

or as set forth in Section 8.1(b) of the Company Disclosure Schedule, during the Interim Period, without the Purchaser’s

prior written consent (which shall not be unreasonably conditioned, withheld or delayed), the Company shall not (unless otherwise specified),

or shall permit its Subsidiaries to:

(i)

amend, modify, or supplement its Organizational Documents except as contemplated hereby;

(ii)

other than in the Ordinary Course of Business, amend, waive any provision of, terminate prior to its scheduled expiration date, or otherwise

compromise in any way or relinquish any material right under any Material Contract;

(iii)

other than in the Ordinary Course of Business, modify, amend, or enter into any Contract, including for capital expenditures, that extends

for a term of one year or more, as applicable, or any Subsidiary thereof, of more than $100,000 individually or $500,000 in the aggregate;

(iv)

make any capital expenditures in excess of $100,000 individually or $500,000 in the aggregate, other than, with respect to the Company,

in furtherance of implementation of the transactions disclosed to Purchaser as part of the Company’s present business plan and

in the Ordinary Course of Business;

(v)

sell, lease, or otherwise dispose of any of its material assets, except pursuant to existing contracts or commitments disclosed herein

or in the Ordinary Course of Business;

(vi)

sell, abandon, permit to lapse, assign, transfer, or otherwise dispose of any Intellectual Property owned by such entity, except where

such action would not reasonably be expected to cause a Company Material Adverse Effect;

(vii)

permit any material registered owned Intellectual Property to be abandoned or expire for failure to make an annuity or maintenance fee

payment, or file any necessary paper or action to maintain such rights;

(viii)

terminate or fail to timely renew, or otherwise take any act or omission that would impair the continued maintenance or renewal of, any

Permit required for the operation of its business as it is currently conducted;

(ix)

pay, declare, or set aside any dividends, distributions or other amounts with respect to its capital stock or other equity securities,

other than dividends or distributions declared, set aside, or paid by any wholly-owned Subsidiaries or as expressly required or permitted

pursuant to existing written agreements in effect as of the date of this Agreement; (B) pay, declare or promise to pay any other amount

to any stockholder or other equity holder in its capacity as such, other than pursuant to existing written agreements in effect as of

the date of this Agreement; or (C) amend any term, right or obligation with respect to any outstanding shares of its capital stock or

other equity securities, other than amendments required or permitted pursuant to existing written agreements in effect as of the date

of this Agreement;

(x)

make any loan, advance or capital contribution to, or guarantee for the benefit of, any Person; (B) incur any Indebtedness other than

intercompany Indebtedness and trade payables in the Ordinary Course of Business; or (C) repay or satisfy any Indebtedness, other than

the repayment of Indebtedness in accordance with the terms thereof, in each case, other than, with respect to the Company, in the Ordinary

Course of Business;

(xi)

suffer or incur any Lien, except for Permitted Liens, on its assets, other than, with respect to the Company, in the Ordinary Course

of Business;

(xii)

delay, accelerate or cancel, or waive any material right with respect to any receivables or Indebtedness owed to it, or write off or

make reserves against the same (other than in the Ordinary Course of Business);

(xiii)

merge or consolidate or enter a similar transaction with, or acquire all or substantially all of the assets or business of, any other

Person, make any material investment in any Person, or be acquired by any other Person;

(xiv)

terminate or allow to lapse any insurance policy protecting any of its assets, unless simultaneously with such termination or lapse,

a replacement policy underwritten by an insurance company of nationally recognized standing having comparable deductions and providing

coverage equal to or greater than the coverage under the terminated or lapsed policy for substantially similar premiums or less is in

full force and effect;

(xv)

adopt any severance, retention, or other employee benefit plan or fail to continue to make timely contributions to each such plan in

accordance with the terms thereof, other than, with respect to the Company, in the Ordinary Course of Business;

(xvi)

waive, release, settle, compromise, or otherwise resolve any Action, except in the Ordinary Course of Business or where such waivers,

releases, settlements or compromises involve only the payment of monetary damages in an amount less than $500,000 in the aggregate;

(xvii)

except as required by U.S. GAAP, or PCAOB rules or requirements, make any material change in its accounting principles, methods, or practices;

(xviii)

change its principal place of business or jurisdiction of organization;

(xix)

make, change, or revoke any material Tax election; (B) settle or compromise any material claim, notice, audit report, or assessment in

respect of Taxes; (C) enter into any Tax allocation, Tax sharing, Tax indemnity, or other closing agreement relating to any Taxes; or

(D) surrender or forfeit any right to claim a material Tax refund;

(xx)

enter into any transaction with or distribute or advance any material assets or property to any of its Affiliates, other than the payment

of salary and benefits in the Ordinary Course of Business;

(xxi)

other than (A) as required by any Employee Benefit Plan or (B) in the Ordinary Course of Business (it being understood and agreed, for

the avoidance of doubt, that in no event shall the exception in this clause (B) be deemed or construed as permitting any Party or Subsidiary

thereof to take any action that is not permitted by any other provision of this Section 8.1(b)), (1) increase or change to a material

extent the compensation or benefits of any employee or service provider, (2) accelerate the vesting or payment of any material compensation

or benefits of any employee or service provider, (3) enter into, amend, or terminate any Employee Benefit Plan (or any plan, program,

agreement, or arrangement that would be an Employee Benefit Plan if in effect on the Effective Date) or grant, amend, or terminate any

material awards thereunder, (4) fund any material payments or benefits that are payable or to be provided under any Employee Benefit

Plan, (5) make any material loan to any present or former employee or other individual service provider, other than advancement of expenses

in the Ordinary Course of Business, or (6) enter into, amend or terminate any collective bargaining agreement or other agreement with

a labor union or labor organization, in each case, other than, with respect to the Company, in the Ordinary Course of Business;

(xxii)

authorize, recommend, propose, or announce an intention to adopt, or otherwise effect, a plan of complete or partial liquidation, dissolution,

restructuring, recapitalization, reorganization, or similar transaction involving it or any Subsidiary;

(xxiii)

take, agree to take, or fail to take any action that could reasonably be expected to prevent the Merger from qualifying for the Intended

Tax Treatment; or

(xxiv)

enter into any agreement or otherwise agree or commit to take, or cause to be taken, any of the actions set forth in this Section

8.1(b).

(c)

The Company shall not (i) take or agree to take any action with the intent to cause any representation or warranty of such party to be

inaccurate or misleading in any respect at, or as of any time prior to, the Closing Date, or (ii) omit to take, or agree to omit to take,

any action with the intent to cause any such representation or warranty to be inaccurate or misleading in any respect at any such time.

(d)

Notwithstanding the foregoing, the Company and its respective Subsidiaries shall be permitted to take any and all actions required to

comply in all material respects with the quarantine, “shelter in place,” “stay at home,” workforce reduction,

social distancing, shut down, closure, sequester or another Law, directive, guidelines or recommendations by any Governmental Authority

(including the Centers for Disease Control and Prevention and the World Health Organization) in each case in connection with any future

epidemics, pandemics, or similar health emergencies.

Section

8.2 Access to Information

During

the Interim Period, each of the Company and Purchaser shall, upon reasonable advance written notice, provide, or cause to be provided,

to the other and their authorized Representatives during normal business hours reasonable access to their offices, properties, and books

and records, in a manner so as to not interfere with their normal business operations. Notwithstanding the foregoing, neither Purchaser

or Merger Sub, on the one hand, nor the Company or the Company Subsidiary, on the other hand, shall be required to provide to the other

or any of its authorized Representatives any information (a) if and to the extent doing so would (i) violate any applicable Law, (ii)

result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (iii) violate any legally-binding

obligation with respect to confidentiality, non-disclosure, or privacy, or (iv) jeopardize protections afforded under the attorney-client

privilege or the attorney work product doctrine (provided that, in case of each of clauses (i) through (iv), the Company or Purchaser

shall, and shall cause their Subsidiaries to, use their commercially reasonable efforts to (A) provide such access as can be provided

(or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine,

Contract, obligation, or Law and (B) provide such information in a manner without violating such privilege, doctrine, Contract, obligation,

or Law), or (b) if the Company or the Company Subsidiary, on the one hand, and any Purchaser Party or any of their respective Representatives,

on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the

withholding Party shall provide to the other prompt written notice of the withholding of access or information on any such basis.

Section

8.3 Notice of Certain Events

During

the Interim Period, each of Purchaser and the Company shall promptly notify the other of:

(a)

any notice from any Person alleging or raising the possibility that the consent of such Person is or may be required in connection with

the transactions contemplated by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action

or other rights by or on behalf of such Person or result in the loss of any rights or privileges of the Company (or Purchaser Parties,

post-Closing) to any such Person or create any Lien on any assets of the Company, Purchaser, or their Subsidiaries, as applicable;

(b)

any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement;

(c)

any Actions commenced or, to the Knowledge of Purchaser or the Company, as applicable, threatened, relating to or involving or otherwise

affecting either Party or any of their stockholders or their equity, assets, or business or that relate to the consummation of the transactions

contemplated by this Agreement;

(d)

the occurrence of any fact or circumstance that constitutes or results, or would reasonably be expected to constitute or result in, a

Company Material Adverse Effect or a Purchaser Material Adverse Effect; and

(e)

any inaccuracy of any representation or warranty of such Party contained in this Agreement, or any failure of such Party to comply with

or satisfy any covenant, condition, or agreement to be complied with or satisfied by it hereunder, that would reasonably be expected

to cause any of the conditions set forth in Article VII not to be satisfied by the Closing; provided, however, that no such notification

or failure to provide such notification pursuant to clause (d) or clause (e) of this Section 8.3 shall affect the representations,

warranties, covenants, agreements, or obligations of the Parties (or remedies with respect thereto) or the conditions to the obligations

of the Parties, and a failure to comply with clause (d) or clause (e) of this Section 8.3 shall not, of itself, cause the condition

stated in Section 7.2(b) or Section 7.3(b), as the case may be, to fail to be satisfied.

Section

8.4 Merger Sub Approval

promptly as reasonably practicable, Purchaser, as the sole stockholder of Merger Sub, will approve and adopt this Agreement and the transactions

contemplated hereby and thereby (including the Merger).

Section

8.5 Non-Disparagement

Each

Party will refrain from, in any manner, directly or indirectly, all conduct, oral or otherwise, that disparages or damages or could reasonably

disparage or damage the reputation, goodwill, or standing in the community of any other Party, their respective Representatives, or their

respective Affiliates.

Section

8.6 Certain Tax Matters

(a)

Intended Tax Treatment; Reorganization. Purchaser and the Company intend to report and, except to the extent otherwise required

by a change in Law, shall report, for U.S. federal income tax purposes, the Merger according to the Intended Tax Treatment.

(b)

Cooperation on Tax Matters. Each of the Parties shall (and shall cause their respective Affiliates to) cooperate fully, as and

to the extent reasonably requested by another Party, in connection with the filing of relevant Tax Returns, and any Tax proceeding, audit,

or examination. Such cooperation shall include the retention and (upon another Party’s request) the provision (with the right to

make copies) of records and information reasonably relevant to any Tax proceeding, audit, or examination, making employees available

on a mutually convenient basis to provide additional information, and an explanation of any material provided hereunder. The Parties

further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority or

any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with

respect to the transactions contemplated hereby). The Parties agree, upon request, to provide the other Party with all information that

either Party may be required to report pursuant to Code §6043, or Code §6043A, or Treasury Regulations promulgated thereunder.

(c)

Tax Indemnification. The Company Equityholders shall severally indemnify Company, its Subsidiaries, and Purchaser and hold them

harmless from and against without duplication, any loss, claim, liability, expense, or other damage attributable to (i) all Taxes (or

the non-payment thereof) of Company and its Subsidiaries for all taxable periods ending on or before the Closing Date and the portion

through the end of the Closing Date for any taxable period that includes (but does not end on) the Closing Date (“Pre-Closing

Tax Period”), (ii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which Company or

any of its Subsidiaries (or any predecessor of any of the foregoing) is or was a member on or prior to the Closing Date, including pursuant

to Treasury Regulation §1.1502-6 or any analogous or similar state, local, or non-U.S. law or regulation, and (iii) any and all

Taxes of any person (other than Company and its Subsidiaries) imposed on Company or any of its Subsidiaries as a transferee or successor,

by contract or pursuant to any law, rule, or regulation, which Taxes relate to an event or transaction occurring before the Closing.

(d)

Straddle Period. In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle

Period”), the amount of any Taxes based on or measured by income, receipts, or payroll of Company and its Subsidiaries

for the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing

Date (and for such purpose, the taxable period of any partnership or other pass-through entity in which Company or any of its Subsidiaries

holds a beneficial interest shall be deemed to terminate at such time) and the amount of other Taxes of Company and its Subsidiaries

for a Straddle Period that relates to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire taxable

period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the

denominator of which is the number of days in such Straddle Period.

(e)

Responsibility for Filing Tax Returns. Purchaser shall prepare or cause to be prepared and file or cause to be filed all Tax Returns

for Company and its Subsidiaries that are filed after the Closing Date.

(f)

Tax-Sharing Agreements. All tax-sharing agreements or similar agreements with respect to or involving Company and its Subsidiaries

shall be terminated as of the Closing Date and, after the Closing Date, Company and its Subsidiaries shall not be bound thereby or have

any liability thereunder.

(g)

Certain Taxes and Fees. All transfer, documentary, sales, use, stamp, registration and other such Taxes, and all conveyance fees,

recording charges and other fees and charges (including any penalties and interest) incurred in connection with consummation of the transactions

contemplated by this Agreement shall be paid by Sellers when due, and Sellers will, at their own expense, file all necessary Tax Returns

and other documentation with respect to all such Taxes, fees and charges, and, if required by applicable law, Purchaser will, and will

cause its Affiliates to, join in the execution of any such Tax Returns and other documentation.

Section

8.7 Purchaser’s SEC Filings and Reports; Nasdaq

(a)

During the Interim Period, Purchaser will keep current and timely file all of its requisite public filings and reports with the SEC and

otherwise comply in all material respects with applicable securities laws, and shall use commercially reasonable efforts prior to the

Closing to maintain the listing of the existing Purchaser Common Stock on Nasdaq.

(b)

To the extent required by Nasdaq Marketplace Rule 5110, Purchaser shall use its commercially reasonable efforts to prepare and file an

initial listing application for the Purchaser Common Stock on Nasdaq (the “Nasdaq Listing Application”) and

to cause such Nasdaq Listing Application to be conditionally approved prior to the Effective Time. The Company will cooperate with Purchaser

as reasonably requested by Purchaser with respect to the Nasdaq Listing Application and promptly furnish to Purchaser all information

concerning the Company and the Company Equityholders that may be required or reasonably requested in connection with any action contemplated

by this Section 8.7(b). All fees associated with the Nasdaq Listing Application shall be paid by the Company.

Section

8.8 Indebtedness Payoff; Lien Releases

(a)

At or prior to the Closing, the Company shall deliver to Purchaser customary payoff letters, in form and substance reasonably acceptable

to Purchaser, from each lender or other Person to whom the Company or any Company Subsidiary is indebted as of the Closing Date (each,

a “Payoff Letter”), setting forth the total amount required to be paid to fully satisfy and discharge such

Indebtedness as of the Closing Date (the “Payoff Amounts”), provided that the Parties agree that the Purchaser

shall assume the Indebtedness set forth on Section 8.8 of the Company Disclosure Schedule and a corresponding amount of Company

cash shall be acquired by the Purchaser.

(b)

The Company shall cause all Indebtedness identified in the Payoff Letters to be paid in full at or prior to the Closing and shall deliver,

or cause to be delivered, to Purchaser at or promptly following the Closing, evidence reasonably satisfactory to Purchaser of the release

and termination of all Liens securing such Indebtedness, including UCC-3 termination statements, lien releases, mortgage satisfactions

or discharges, or other customary release documentation, as applicable.

Section

8.9 Confidentiality

From

and after the Execution Date, neither the Company nor Purchaser shall disclose or use, unless compelled to disclose by judicial or administrative

process or by other requirements of applicable Law (in which case such Party shall use commercially reasonable efforts to (a) consult

with the other prior to making any such disclosure to the extent permitted by applicable Law and reasonably practicable under the circumstances

and (b) cooperate in connection with the other Party’s efforts to obtain a protective order or confidential treatment at such Party’s

expense), all documents and information concerning the negotiation and execution of this Agreement or the other Party or any of its Affiliates

or their Representatives (including trade secrets, confidential information, and proprietary materials, which may include the following

categories of information and materials: methods, procedures, computer programs and architecture, databases, customer information, lists

and identities, employee lists and identities, pricing information, research, methodologies, contractual forms, and other information,

whether tangible or intangible, which is not publicly available generally) (collectively, the “Confidential Information”),

except to the extent that such Confidential Information that can be shown to have been (i) in the public domain through no fault of,

or breach of this Agreement on the part of, the disclosing Party or its Affiliates, or (ii) later lawfully acquired by the disclosing

Party on a non-confidential basis from sources other than the other Party or any of its Affiliates or their Representatives and who are

not known (after reasonable inquiry) to be under an obligation of confidentiality with respect thereto. Notwithstanding the foregoing,

any such Person may disclose such Confidential Information to his, her, or its (A) tax and financial advisors for purposes of complying

with such Person’s tax obligations or other reporting obligations under applicable Law arising out of this Agreement, and (B) legal

counsel and accountants for the purpose of evaluating the legal and financial ramifications of this Agreement.

Section

8.10 All Efforts; Further Assurances

(a)

Subject to the terms and conditions of this Agreement, each Party shall promptly take, or cause to be taken, all actions and to do, or

cause to be done, all things necessary or advisable, or as reasonably requested by the other Parties, to consummate and make effective

as promptly as is reasonably practicable the transactions contemplated by this Agreement, including using its best efforts to (i) obtain

all necessary actions, nonactions, waivers, consents, approvals, authorizations, Governmental Orders, or other actions from all applicable

Governmental Authorities prior to the Effective Time, (ii) avoid an Action by any Governmental Authority, and (iii) execute and deliver

any additional instruments necessary to consummate the transactions contemplated by this Agreement.

(b)

Subject to applicable Law, each of the Company and Purchaser agrees to (i) reasonably cooperate and consult with the other regarding

obtaining and making all notifications and filings with Governmental Authorities, (ii) furnish to the other such information and assistance

as the other may reasonably request in connection with its preparation of any notifications or filings, (iii) keep the other reasonably

apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement, including promptly furnishing

the other with copies of notices and other communications received by such Party from, or given by such Party to, any third party or

any Governmental Authority with respect to such transactions, (iv) permit the other Party to review and incorporate the other Party’s

reasonable comments in any communication to be given by it to any Governmental Authority with respect to any filings required to be made

with, or action or nonactions, consents, approvals, authorizations, Governmental Orders, waivers, expirations or terminations of waiting

periods, clearances, consents or orders required to be obtained from, such Governmental Authority in connection with execution and delivery

of this Agreement and the consummation of the transactions contemplated by this Agreement, and (v) to the extent reasonably practicable,

consult with the other in advance of and not participate in any meeting or discussion relating to the transactions contemplated by this

Agreement, either in person or by telephone, with any Governmental Authority in connection with the transactions contemplated hereby

unless it gives the other Party the opportunity to attend and observe; provided, however, that, in each of clauses (iii) and (iv) above,

that materials may be redacted (A) to remove references concerning the valuation of such Party and its Affiliates, (B) as necessary to

comply with Contracts or applicable Laws, and (C) as necessary to address reasonable attorney-client or other privilege or confidentiality

concerns.

(c)

During the Interim Period, Purchaser, on the one hand, and the Company, on the other hand, shall each notify the other in writing promptly

after learning of any stockholder demands or other stockholder Action (including derivative claims) relating to this Agreement or any

matters relating thereto commenced against Purchaser, Merger Sub, or any of its or their respective Representatives in their capacity

as a Representative of a Purchaser Party or against the Company or the Company Subsidiaries, as applicable (collectively, the “Transaction

Litigation”). Purchaser shall control the negotiation, defense, and settlement of any such Transaction Litigation brought

against Purchaser, Merger Sub, or members of the boards of directors of Purchaser or Merger Sub and the Company shall control the negotiation,

defense, and settlement of any such Transaction Litigation brought against the Company or the Company Subsidiaries or the members of

their boards of directors; provided, however, that in no event shall the Company or Purchaser settle, compromise, or come to any arrangement

with respect to any Transaction Litigation, or agree to do the same, without the prior written consent of the other (not to be unreasonably

withheld, conditioned, or delayed); further provided, that it shall be deemed to be reasonable for Purchaser (if the Company is controlling

the Transaction Litigation) or the Company (if Purchaser is controlling the Transaction Litigation) to withhold, condition, or delay

its consent if any such settlement or compromise (i) does not provide for a legally binding, full, unconditional, and irrevocable release

of each Purchaser Party (if the Company is controlling the Transaction Litigation) or the Company and the Company Subsidiaries and related

parties (if Purchaser is controlling the Transaction Litigation) and its respective Representative that is the subject of such Transaction

Litigation, (ii) provides for any non-monetary, injunctive, equitable, or similar relief against any Purchaser Party (if the Company

is controlling the Transaction Litigation) or the Company, the Company Subsidiaries and related parties (if Purchaser is controlling

the Transaction Litigation) or (iii) contains an admission of wrongdoing or liability by a Purchaser Party (if the Company is controlling

the Transaction Litigation) or the Company and the Company Subsidiaries and related parties (if Purchaser is controlling the Transaction

Litigation) and its respective Representative that is the subject of such Transaction Litigation. Purchaser and the Company shall each

(A) keep the other reasonably informed regarding any Transaction Litigation (to the extent such action would not jeopardize an attorney-client

privilege or the attorney work product doctrine), (B) give the other the opportunity to, at its own cost and expense, participate in

the defense, settlement, and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with

the defense, settlement, and compromise of any such Transaction Litigation, (C) consider in good faith the other’s advice with

respect to any such Transaction Litigation, and (D) reasonably cooperate with each other including with respect to the defense, settlement,

and compromise of any such Transaction Litigation.

Section

8.11 Employment Agreement. In connection with the Closing, Purchaser shall use its commercially

reasonable efforts to negotiate and enter into the Employment Agreement with Danny White, on terms mutually agreed prior to Closing.

Nothing in this Agreement shall require Purchaser to continue the employment of any employee for any specific period of time, except

as expressly provided in the Employment Agreement.

Section

8.12 Advisory Agreement. Following the Closing, the Company or their Affiliates (as applicable)

shall provide to Purchaser certain advisory services as set forth in the Advisory Agreement.

Section

8.13 Company Financial Statements. The Company shall have delivered to Purchaser, no later than

forty-five (45) days following the Closing Date, the Company Financial Statements required pursuant to Section 2.4(j), prepared in accordance

with U.S. GAAP and in a form suitable to permit Purchaser to complete an audit in accordance with the standards of the PCAOB, provided

that Company agrees to provide Purchaser with any and all information and documentation that is necessary to complete the Purchaser’s

publicly disclosed financial statements and financial information.

Section

8.14 Certificate of Designation. At or prior to Closing, Purchaser shall file with the Secretary

of State of the State of Delaware the Certificate of Designation, which shall create a Preferred Stock having such terms as shall be

mutually agreeable by Purchaser and the Company (but in any case, shall contain the terms set forth in Exhibit D),

the shares of which shall be issued pursuant to Section 3.1(c).

ARTICLE

IX TERMINATION

Section

9.1 Termination

This

Agreement may be terminated prior to the Effective Time only as follows:

(a)

by the mutual written consent of Purchaser and the Company;

(b)

by either Purchaser or the Company if the Closing has not occurred on the date that is six (6) months following the Execution Date (the

“Outside Date”), unless the failure to consummate the Closing by such date results primarily from the breach

of this Agreement by the Party seeking termination;

(c)

by either Purchaser or the Company if any Governmental Authority of competent jurisdiction has issued a final, non-appealable order permanently

enjoining or prohibiting the consummation of the transactions contemplated hereby; or

(d)

by either Purchaser or the Company if the other Party has materially breached any representation, warranty, covenant, or agreement contained

herein and such breach (i) would cause the conditions to Closing not to be satisfied and (ii) has not been cured within thirty (30) days

following written notice thereof (or such shorter period remaining prior to the Outside Date).

Section

9.2 Effect of Termination.

Upon

termination of this Agreement pursuant to this Article IX, this Agreement shall become void and of no further force or effect,

except that (i) this Section 9.2, (ii) Article X (Miscellaneous), and (iii) any provisions that by their terms expressly survive

termination shall survive such termination. Nothing herein shall relieve any Party of liability for fraud or willful misconduct.

ARTICLE

X INDEMNIFICATION AND ESCROW

Section

10.1 Indemnification; Survival

From

and after the Closing, the Company Equityholders, severally and not jointly, shall indemnify and hold harmless Purchaser, the Surviving

Corporation and their respective Affiliates, directors, officers, employees and agents from and against any losses, damages, liabilities,

claims and expenses (including reasonable attorneys’ fees) arising out of or resulting from (a) any breach of any representation

or warranty of the Company contained in this Agreement or (b) any breach of any covenant or agreement of the Company contained in this

Agreement. The representations and warranties of the Company shall survive the Closing for a period of twelve (12) months following the

Closing Date. Notwithstanding anything in this Agreement to the contrary, the Company Equityholders, jointly and severally, shall indemnify,

defend, and hold harmless Purchaser and the Surviving Corporation against any and all claims, losses, and expenses (including reasonable

attorneys’ fees) arising from any assertion by Donald Ainslie of any ownership interest, economic right, membership right, or compensation

claim with respect to the Company or its equity interests, provided that, this indemnification obligation shall be uncapped and shall

survive Closing indefinitely.

Section

10.2 Escrow

(a)

At the Closing, an amount equal to ten percent (10%) of the Base Consideration (the “Escrow Amount”) shall

be withheld from the Merger Consideration and deposited into an escrow account pursuant to an escrow agreement (the “Escrow

Agreement”) reasonably acceptable to Purchaser and the Company Equityholders. The Escrow Amount shall be comprised of cash

and equity in the same proportion as the cash and equity components of the Base Consideration as set forth in Section 3.1. The

form of Escrow Agreement is substantially in the form attached hereto as Exhibit E.

(b)

From and after the Closing, the Escrow Amount shall be available solely to satisfy any losses, damages, liabilities, claims, costs, or

expenses (including reasonable attorneys’ fees) incurred by Purchaser, the Surviving Corporation or their respective Affiliates

arising out of or resulting from (a) any breach of any representation or warranty of the Company contained in this Agreement, (b) any

breach of any covenant, agreement, or obligation of the Company contained in this Agreement, or (c) any indemnification obligations expressly

provided for under this Agreement.

(c)

Except in the case of fraud, the Escrow Amount shall constitute the sole and exclusive source of recovery for any indemnification claims

under this Agreement, and the aggregate liability of the Company Equityholders for all such indemnification claims shall not exceed the

Escrow Amount. No Company Equityholder shall have any further personal liability beyond its pro rata share of the Escrow Amount, except

in the case of fraud.

(d)

Purchaser shall provide written notice to the Company Equityholders and the Escrow Agent of any indemnification claim against the Escrow

Amount prior to the expiration of the applicable survival period, setting forth the nature of the claim and a good-faith estimate of

the amount thereof. Any portion of the Escrow Amount subject to a timely asserted and unresolved claim shall remain in escrow until such

claim is finally resolved in accordance with the Escrow Agreement.

(e)

The balance of the Escrow Amount, if any, shall be released to the Company Equityholders upon the expiration of the six (6)-month survival

period, less any amounts subject to pending indemnification claims timely asserted prior thereto, in accordance with the terms of the

Escrow Agreement.

ARTICLE

XI MISCELLANEOUS

Section

11.1 Non-Survival of Representations, Warranties, and Covenants

Except

as otherwise contemplated by Section 11.4, none of the representations, warranties, covenants, obligations, or other agreements

in this Agreement or in any certificate (including confirmations therein), statement, or instrument delivered pursuant to this Agreement,

including any rights arising out of any breach of such representations, warranties, covenants, obligations, agreements, and other provisions

shall survive the Closing and shall terminate and expire upon the occurrence of the Closing (and there shall be no liability after the

Closing in respect thereof), except for (a) those covenants and agreements contained herein that by their terms expressly apply in whole

or in part after the Closing including, in particular, Sections 8.9 and 8.10, and then only with respect to any breaches

occurring after the Closing and (b) this Article XI.

Section

11.2 Waivers; Extension

Any

Party may, at any time prior to the Closing, by action taken by its board of directors or officers or Persons thereunto duly authorized,

(a) extend the time for the performance of the obligations or acts of the other Parties, (b) waive any inaccuracies in the representations

and warranties (of another Party) that are contained in this Agreement, or (c) waive compliance by the other Parties with any obligation,

covenant, agreement, or condition contained herein, provided that any such extension or waiver shall be valid only if set forth

in an instrument in writing signed by the Party or Parties granting such extension or waiver. No delay on the part of any Party in exercising

any right, power, or privilege hereunder shall operate as a waiver thereof.

EACH

PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT

ISSUES AND, THEREFORE, EACH SUCH 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.

Section

11.3 Non-Recourse

This

Agreement may be enforced only against, and any dispute, claim, or controversy based upon, arising out of, or related to this Agreement

or the transactions contemplated hereby may be brought only against, the entities that are expressly named as Parties and then only with

respect to the specific obligations set forth in this Agreement with respect to such Party. No past, present, or future director, officer,

employee, incorporator, member, partner, shareholder, agent, attorney, advisor, lender, or Representative or Affiliate of any named Party

(which Persons are intended third party beneficiaries of this Section 11.3) shall have any liability (whether in contract or tort,

at law, or in equity or otherwise, or based upon any theory that seeks to impose liability of an entity party against its owners or Affiliates)

for any one or more of the representations, warranties, covenants, agreements, or other obligations or liabilities of such Party or for

any dispute, claim, or controversy based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

Section

11.4 Specific Performance

Each

Party acknowledges and agrees that the other Parties would be irreparably damaged in the event that any of the terms or provisions of

this Agreement are not performed in accordance with their specific terms or otherwise are breached. Therefore, notwithstanding anything

to the contrary set forth in this Agreement, each Party hereby agrees that the other Parties shall be entitled to an injunction or injunctions

to prevent breaches of any of the terms or provisions of this Agreement and/or specific performance by any other Party under this Agreement

and each Party hereby agrees to waive the defense (and not to interpose as a defense or in opposition) in any such suit that the other

Parties have an adequate remedy at law, and hereby agrees to waive any requirement to post any bond in connection with obtaining such

relief. The equitable remedies described in this ‎Section 11.4 shall be in addition to, and not in lieu of, any other remedies

at law or in equity that the Parties may elect to pursue.

Section

11.5 Notices

Any

notice, demand, instruction, request, or other communication that may be permitted, required, or desired to be given pursuant hereto

shall, unless changed by written notice given by a Party to the others pursuant hereto, be given in writing and directed to the applicable

Party as follows:

to the Company:

Secuvant,

LLC

240

N. East Promontory, Suite 200

Farmington,

UT 84025

Attn:

Ryan Layton, Chief Executive Officer

Email:

ryan.layton@secuvant.com

with

a copy to:

Parr

Brown Gee & Loveless P.C.

101

S. 200 E. #700

Salt

Lake City, UT 84111

Attn:

Doug Waddoups

Email:

dwaddoups@parrbrown.com

to Purchaser, Merger Sub

its other Subsidiaries:

Cycurion,

Inc.

1640

Boro Place, Suite 420C

McLean,

VA 22102

Attn:

L. Kevin Kelly, Chief Executive Officer

Email:

kevin.kelly@cycurion.com

with

a copy to:

Seward

& Kissel LLP

One

Battery Park Plaza

New

York, NY 10004

Attn:

Keith J. Billotti, Esq.

Email:

billotti@sewkis.com

Except

as otherwise expressly permitted herein, all notices, demands, instructions, requests, or communications required, desired, or permitted

to be given hereunder shall be deemed given: (a) if by hand or nationally recognized overnight courier service (i) if delivered by 5:00

PM Eastern Time on a Business Day, on the date of delivery, and (ii) if delivered after 5:00 PM Eastern Time, on the first Business Day

after such delivery; (b) if by electronic mail or facsimile, on the date of transmission with affirmative confirmation of receipt; or

Section

11.6 Assignment

Party shall assign this Agreement or any part hereof without the prior written consent of the other Parties, and any such transfer without

prior written consent shall be void; provided, however, that Purchaser may assign its rights hereunder to any Affiliate,

but shall remain liable for all of Purchaser’s obligations hereunder. Except as otherwise provided herein, this Agreement shall

be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns.

Section

11.7 Press Release and Announcements

Any

press release, public announcement, or similar publicity with respect to this Agreement or the transactions contemplated hereby will

be issued, if at all, at such time and in such manner as Purchaser shall determine in its reasonable discretion, after consultation in

good faith with the Company; provided that nothing in this Section 11.7 will preclude any Party from making any disclosures

necessary and proper in conjunction with the filing of any Tax Return or other document required to be filed in connection with making

or obtaining (as the case may be) consents from any Governmental Authority.

Section

11.8 Rights of Third Parties

Except

as provided in Section 11.3, nothing expressed or implied in this Agreement is intended or shall be construed to confer upon or

give any Person, other than the Parties, any right or remedies under or by reason of this Agreement.

Section

11.9 Reliance

Each

of the Parties shall be deemed to have relied upon the accuracy of the written representations and warranties made to such Party in or

pursuant to this Agreement, notwithstanding any investigations conducted by or on such Party’s behalf or notice, knowledge, or

belief to the contrary.

Section

11.10 Expenses

Each

Party shall bear its own expenses (including fees and expenses of legal counsel, accountants, investment bankers, financial advisers,

brokers, finders, and other representatives or consultants) in connection with this Agreement and the transactions contemplated hereby.

Section

11.11 Counterparts

This

Agreement may be executed in one or more counterparts, all of which shall constitute one agreement. A signed copy of this Agreement shall

have the same force and effect as an original. Copies of executed counterparts of this Agreement transmitted by electronic transmission

(including by email or in .pdf format) as well as electronically or digitally executed counterparts (such as DocuSign) shall have the

same legal effect as original signatures and shall be considered original executed counterparts of this Agreement.

Section

11.12 Entire Agreement

This

Agreement constitutes the entire agreement among the Parties and supersedes any other agreements, whether written or oral, that may have

been made or entered into by or among any of the Parties hereto or any of their respective Affiliates relating to the transactions contemplated

hereby. No representations, warranties, covenants, understandings, or agreements, oral or otherwise, relating to the transactions contemplated

by this Agreement exist between the Parties except as expressly set forth in this Agreement.

Section

11.13 Severability

Whenever

possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable Law, but

if any provision of this Agreement (or any portion thereof) or the application of any such provision (or any portion thereof) to any

person of circumstance shall be held invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, all other

provisions of this Agreement shall remain in full force and effect so long as the economic or legal substance of the transactions contemplated

hereby is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision of this

Agreement is invalid, illegal, or unenforceable under applicable Law, the Parties shall negotiate in good faith to modify this Agreement

so as to effect the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated

hereby are consummated as originally contemplated to the greatest extent possible.

Section

11.14 Governing Law; Jurisdiction

This

Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, regardless of the Laws that might

otherwise govern under applicable principles of conflicts of Laws thereof. In any action or proceeding arising out of, relating to, in

connection with or to enforce this Agreement or any of the transactions contemplated hereby: (a) each of the Parties irrevocably and

unconditionally consents and submits to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware and any

state appellate court therefrom or, if such court lacks subject matter jurisdiction, the United States District Court sitting in New

Castle County in the State of Delaware, or, if such United States District Court lacks subject matter jurisdiction, the Superior Court

of the State of Delaware (it being agreed that the consents to jurisdiction and venue set forth in this section shall not constitute

general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph

and shall not be deemed to confer rights on any Person other than the Parties); and (b) each of the Parties irrevocably consents to service

of process by first class certified mail, return receipt requested, postage prepaid, to the address at which such Party is to receive

notice in accordance with Section 11.5. Each of the Parties hereby irrevocably and unconditionally waives any objection to the

laying of venue of any action, suit or proceeding arising out of this Agreement or the Transactions in the Court of Chancery of the State

of Delaware and any state appellate court therefrom or, if such court lacks subject matter jurisdiction, the United States District Court

sitting in New Castle County in the State of Delaware, or, if such United States District Court lacks subject matter jurisdiction, the

Superior Court of the State of Delaware, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in

any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum (including,

any claim based on the doctrine of forum non conveniens or any similar doctrine). The Parties agree that a final judgment in any

such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner

provided by applicable Laws; provided, however, that nothing in the foregoing shall restrict any Party’s rights to seek

any post-judgment relief regarding, or any appeal from, such final trial court judgment.

Section

11.15 Amendments

These

terms and provisions of this Agreement may not be amended, other than as necessary to consummate the transactions contemplated hereby

in accordance with the financial and commercial terms set forth herein, of which there shall be no further amendment, and the Parties

agree that there will be no further negotiation of the terms of the transactions contemplated hereby. Any such amendment must be in writing

and signed by all Parties.

[Signature

Page(s) Follow(s)]

WITNESS WHEREOF, this Agreement has been duly executed and delivered by the undersigned as of the date first written above.

PURCHASER:

CYCURION,

INC.

By:

/s/

L. Kevin Kelly

Kevin Kelly

Chief

Executive Officer

MERGER

SUB:

CYCURION

MERGER SUB, LLC

By:

/s/

L. Kevin Kelly

Kevin Kelly

Authorized

Representative

COMPANY:

SECUVANT,

LLC

By:

/s/

Ryan Layton

Ryan

Layton

Chief

Executive Officer

[Signature

Page to Merger Agreement]

EXHIBIT

[FORM

OF REGISTRATION RIGHTS AGREEMENT]

A-1

EXHIBIT

[FORM

OF LOCK-UP AGREEMENT]

B-1

EXHIBIT

[FORM

OF LEAK-OUT AGREEMENT]

C-1

EXHIBIT

[CERTIFICATE

OF DESIGNATIONS]

D-1

EXHIBIT

[FORM

OF ESCROW AGREEMENT]

E-1

EXHIBIT

[FORM

OF EMPLOYMENT AGREEMENT]

F-1

EX-3.1

Filename: ex3-1.htm · Sequence: 3

Exhibit

3.1

CYCURION,

INC.

CERTIFICATE

OF DESIGNATION OF PREFERENCES,

RIGHTS

AND LIMITATIONS

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:

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

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.

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.

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

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.

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.

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

Price”).

Mechanics of Conversion.

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.

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.

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 Acceleration. 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.

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.

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.

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).

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).

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.

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.

Notice to the Holders.

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.

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.

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.

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.

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).

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.

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.

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.

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.

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.

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

By:

/s/

L. Kevin Kelly

By:

/s/

Ana Garcia

Name:

Kevin Kelly

Name:

Ana

Garcia

Title:

Chief

Executive Officer

Title:

Chief

Financial Officer

ANNEX

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:__________________

DWAC

Instructions:

Broker

no:________

Account

no:___________

HOLDER

By:

Name:

Title:

EX-10.1

Filename: ex10-1.htm · Sequence: 4

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:

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 30th 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.

“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.

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.

(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.

(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.

Registration Procedures.

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.

(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.

(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.

(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.

(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.

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.

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).

(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.

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.

(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.

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.

(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.

(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. This 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.

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:

Kevin Kelly

Title:

Chief

Executive Officer

SECUVANT,

LLC

By:

/s/

Ryan Layton

Name:

Ryan

Layton

Title:

Chief

Executive Officer

[Signature

Page of Holders Follows]

[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

[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

[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

[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

[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

[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

[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

EX-10.2

Filename: ex10-2.htm · Sequence: 5

Exhibit

10.2

LOCK-UP AGREEMENT

THIS

LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of June 3, 2026 between (i) Cycurion, Inc.,

a Delaware corporation (the “Company”), and (ii) the undersigned equityholders (each, a “Holder”)

of Secuvant, LLC, a Utah limited liability company. The Company and the Holder are sometimes referred to herein individually as a “Party”

and, collectively, as the “Parties”. Any capitalized term used but not defined in this Agreement will have

the meaning ascribed to such term in the Merger Agreement (as defined below).

WHEREAS,

the Company, Cycurion, Merger Sub, LLC, and Secuvant, LLC have entered into that certain Merger Agreement dated May 21, 2026 (the

“Merger Agreement”), pursuant to which Holder will receive, among other things, (i) shares of the Company’s

preferred stock, par value $0.0001 per share (the “Preferred Shares”) and (ii) shares of common stock of the

Company, par value $0.0001 per share (the “Common Shares”) issuable upon the conversion of the Preferred Shares

(the “Conversion Shares”, and together with the Preferred Stock, the “Lock-Up Securities”);

and

WHEREAS,

as a condition to the consummation of the transactions contemplated in the Merger Agreement, the Company and the Holder shall agree

to certain restrictions on the transfer of the Lock-Up Securities.

NOW,

THEREFORE, in consideration of the premises set forth above, which are incorporated into this Agreement as if fully set forth below,

and intending to be legally bound hereby, the Parties hereby agree as follows:

1. Lock-Up

Provisions.

(a)

Holder agrees that, during the period beginning on the Closing Date and ending on the date that is six months following the Closing Date

(the “Lock-Up Period”), Holder (and any of its Affiliates) shall not, directly or indirectly, Transfer any

Lock-Up Securities.

(b)

Notwithstanding Section 1(a), the Holder may effect a Transfer of Lock-Up Securities during the Lock-Up Period solely in the following

circumstances (each, a “Permitted Transfer”), provided that the requirements of clause (x) below are satisfied:

(i) to the Company or any of its Affiliates; (ii) in the case of an individual Holder, by gift or transfer for bona fide estate planning

purposes to a member of the Holder’s immediate family, or to a trust or other entity the beneficiaries of which consist solely

of the Holder and/or the Holder’s immediate family; (iii) by operation of law upon the death of the Holder or pursuant to a qualified

domestic relations order or divorce settlement; (iv) in the case of a Holder that is an entity, by virtue of a reorganization, merger,

conversion, or dissolution of such Holder that does not involve a change in ultimate beneficial ownership of the Lock-Up Securities;

(v) in connection with a Change of Control of the Company effected through a bona fide third-party tender offer, merger, consolidation,

or similar transaction made available to all holders of the Common Stock; or (vi) in connection with the conversion of Preferred Shares

into Common Stock, provided that such Common Stock shall continue to constitute Lock-Up Securities and remain subject to the terms of

this Agreement. As a condition to any Permitted Transfer (other than a Transfer to the Company), the transferee must execute and deliver

to the Company a written agreement, in form and substance reasonably satisfactory to the Company, agreeing to be bound by this Agreement

for the remainder of the applicable Lock-Up Period and any subsequent leak-out period.

(c)

If any Transfer is made or attempted contrary to the provisions of this Agreement, such Transfer shall be null and void ab initio,

and the Company shall refuse to recognize any such transferee of the Lock-Up Securities as one of its equity holders for any purpose.

In order to enforce this Section 1, the Company may impose stop-transfer instructions with respect to the Lock-Up Securities of the Holder

(and any permitted transferees and assigns thereof) until the end of the Lock-Up Period.

(d)

During the Lock-Up Period, each certificate evidencing any Lock-Up Securities (if any are issued) shall be stamped or otherwise imprinted

with a legend in substantially the following form, in addition to any other applicable legends:

“THE

SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF JUNE

3, 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.”

Immediately

upon the termination of the Lock-Up Period, the Company shall, at its expense at the request of each Holder, issue to such holder certificates

that do not include the legend set forth above or any other legends related to this Agreement; provided that such certificates may include

a legend under the Securities Act of 1933 to the extent applicable.

(e)

For the purposes of this Section 1, “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement

to sell (including, for the avoidance of doubt, through a distribution in specie), hypothecate, pledge, grant of any option to purchase

or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position

or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange

Act of 1934, as amended, and the rules and regulations of the U.S. Securities and Exchange Commission promulgated thereunder with respect

to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences

of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or

2. Leak-Out

Restrictions. Following expiration of the Lock-Up Period, Transfers of Lock-Up Securities shall be permitted solely in accordance

with the leak-out provisions set forth in any Leak-Out Agreement entered into pursuant thereto, including applicable volume limitations

and carryforward mechanics.

3. Price-Based

Acceleration. If, at any time following the Closing Date, the closing price of the Company’s Common Stock equals or exceeds

$4.50 (as equitably adjusted for stock splits, consolidations and other recapitalization transactions) for twenty (20) consecutive Business

Days (or for twenty (20) Business Days within any thirty (30) Business-day trading period), then all contractual transfer restrictions

applicable to the Lock-Up Securities shall automatically terminate (the “Price-Based Acceleration Event”),

without any further action by the Company or the Holder, and such securities shall thereafter be freely transferable, subject only to

compliance with applicable securities laws, including Rule 144 and any other applicable holding-period or manner-of-sale requirements.

No further action by the Company or the Holder shall be required to effectuate the release of such transfer restrictions upon the occurrence

of a Price-Based Acceleration Event other than the Holder providing customary representations to the Company and its transfer agent in

connection with the removal of applicable legends. The Company shall use commercially reasonable efforts to promptly notify the Holder

and its transfer agent of the occurrence of a Price-Based Acceleration Event and to remove any contractual stop-transfer instructions

associated with this Agreement. The termination of restrictions pursuant to this Section 3 shall apply equally to all Lock-Up Securities

held by the Holder, including any securities issued in settlement of the Earn-Out.

4. Rights

as a Securityholder. During the Lock-Up Period and any applicable leak-out period, the Holder shall retain all rights as a holder

of the Lock-Up Securities, including the right to vote such securities and to receive any dividends or distributions declared thereon,

subject to applicable law.

5. Miscellaneous.

(a)

Effective Date. Section 1 of this Agreement shall become effective upon the Closing on the Closing Date.

(b)

Termination. This Agreement shall automatically terminate on the earlier of (i) the expiration of the Lock-Up Period and (ii)

the termination of the Merger Agreement in accordance with its terms, and, in each case thereafter, all rights and obligations of the

Parties hereunder shall be of no further force or effect.

(c)

Binding Effect; Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure solely to the benefit

of the Parties hereto and their respective permitted successors and assigns. Except as otherwise provided in this Agreement, this Agreement

shall not be assigned by operation of Law or otherwise without the prior written consent of the Parties. Any assignment without such

consent shall be null and void; provided, that no such assignment shall relieve the assigning Party of its obligations hereunder.

(d)

Third Parties. Nothing contained in this Agreement or in any instrument or document executed by any party in connection with the

transactions contemplated hereby shall create any rights in, or be deemed to have been executed for the benefit of, any person or entity

that is not a Party hereto or thereto or a successor or permitted assign of such a Party.

(e)

Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware

applicable to contracts to be performed in that State. All legal actions and proceedings arising out of or relating to this Agreement

shall be heard and determined exclusively in any Delaware Chancery Court; provided, however, that if jurisdiction is not

then available in the Delaware Chancery Court, then any such legal Action may be brought in any federal court located in the State of

Delaware or any other Delaware state court. The Parties hereby (a) irrevocably submit to the exclusive jurisdiction of the aforesaid

courts for themselves and with respect to their respective properties for the purpose of any Action arising out of or relating to this

Agreement brought by any Party and (b) agree not to commence any Action relating thereto except in the courts described above in Delaware,

other than Actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware

as described herein. Each Party further agrees that notice as provided herein shall constitute sufficient service of process and the

Parties further waive any argument that such service is insufficient. Each Party hereby irrevocably and unconditionally waives, and agrees

not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Action arising out of or relating to this Agreement

or the Transactions, (i) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein

for any reason, (ii) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced

in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution

of judgment or otherwise) and (c) that (i) the Action in any such court is brought in an inconvenient forum, (ii) the venue of such Action

is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

(f)

WAIVER OF JURY TRIAL. EACH PARTY HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL

BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION

CONTEMPLATED HEREIN. EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY

OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (B) ACKNOWLEDGES

THAT IT AND THE OTHER HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREIN, AS APPLICABLE,

BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION .

(g)

Interpretation. The titles and subtitles used in this Agreement are for convenience only and are not to be considered in construing

or interpreting this Agreement. In this Agreement, unless the context otherwise requires: (i) any pronoun used in this Agreement shall

include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural

and vice versa; (ii) “including” (and with correlative meaning “include”) means including without limiting the

generality of any description preceding or succeeding such term and shall be deemed in each case to be followed by the words “without

limitation”; (iii) the words “herein,” “hereto,” and “hereby” and other words of similar import

in this Agreement shall be deemed in each case to refer to this Agreement as a whole and not to any particular section or other subdivision

of this Agreement; and (iv) the term “or” means “and/or”. The Parties have participated jointly in the negotiation

and drafting of this Agreement. Consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement

shall be construed as if drafted jointly by the Parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring

any party by virtue of the authorship of any provision of this Agreement.

(h)

Notices. All notices, consents, waivers and other communications hereunder shall be in writing and shall be given (and shall be

deemed to have been duly given upon receipt) by delivery (a) in person, (b) by e-mail (without receiving notice of non-receipt or other

“bounce-back”), (c) by reputable, nationally recognized overnight courier service or (d) by registered or certified mail,

pre-paid and return receipt requested; provided, however, that notice given pursuant to clauses (c) and (d) above shall

not be effective unless a duplicate copy of such notice is also given in person or by e-mail (without receiving notice of non-receipt

or other “bounce-back”); in each case to the applicable Party at the following addresses (or at such other address for a

Party as shall be specified by like notice):

to the Company, to:

Cycurion,

Inc.

1640

Boro Place

McLean,

VA 22102

Attn:

L. Kevin Kelly

Email:

kevin.kelly@cycurion.com

to the Holder, to:

the

address set forth under the Holder’s name on the signature page hereto.

With

a copy to (which shall not constitute notice):

Seward

& Kissel LLP

One

Battery Park Plaza

New

York, NY 10004

Attn:

Keith Billotti

Email:

billotti@sewkis.com

(i)

Amendments and Waivers. This Agreement may be amended, supplemented, modified or waived only by execution of a written instrument

signed by each of the Parties. No failure or delay by a Party in exercising any right hereunder shall operate as a waiver thereof. No

waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to be

or construed as a further or continuing waiver of any such term, condition, or provision.

(j)

Severability. In case any provision in this Agreement shall be held invalid, illegal or unenforceable in a jurisdiction, such

provision shall be modified or deleted, as to the jurisdiction involved, only to the extent necessary to render the same valid, legal

and enforceable, and the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or

impaired thereby nor shall the validity, legality or enforceability of such provision be affected thereby in any other jurisdiction.

Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties will substitute

for any invalid, illegal or unenforceable provision a suitable and equitable provision that carries out, so far as may be valid, legal

and enforceable, the intent and purpose of such invalid, illegal or unenforceable provision.

(k)

Specific Performance. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement

were not performed in accordance with their specific terms or were otherwise breached. The Parties further agree that each party shall

be entitled to seek specific performance of the terms hereof and immediate injunctive relief and other equitable relief to prevent breaches,

or threatened breaches, of this Agreement, without the necessity of proving the inadequacy of money damages as a remedy and without bond

or other security being required, this being in addition to any other remedy to which they are entitled at law or in equity.

(l)

Entire Agreement. This Agreement constitutes the full and entire understanding and agreement among the Parties with respect to

the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the Parties

is expressly superseded; provided, that, for the avoidance of doubt, the foregoing shall not affect the rights and obligations

of the Parties under the Merger Agreement or any Ancillary Document. Notwithstanding the foregoing, nothing in this Agreement shall limit

any of the rights, remedies or obligations of the Parties under any other agreement between the Holder and the Company or any certificate

or instrument executed by the Holder in favor of the Company, and nothing in any other agreement, certificate or instrument shall limit

any of the rights, remedies or obligations of the Parties under this Agreement.

(m)

Further Assurances. From time to time, at another Party’s request and without further consideration (but at the requesting

Party’s reasonable cost and expense), each Party shall execute and deliver such additional documents and take all such further

action as may be reasonably necessary to consummate the transactions contemplated by this Agreement.

(n)

Counterparts; Facsimile. This Agreement may be executed and delivered (including by facsimile, email or other electronic transmission)

in one or more counterparts, and by the different Parties in separate counterparts, each of which when executed shall be deemed to be

an original but all of which taken together shall constitute one and the same agreement.

[Remainder

of Page Intentionally Left Blank; Signature Pages Follow]

WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

The

Company:

Cycurion,

Inc.

By:

/s/

L. Kevin Kelly

Name:

Kevin Kelly

Title:

Chief

Executive Officer

[Signature

Page to Lock-Up Agreement]

WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

Holder:

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

Notice

Information:

Address:

Email:

Total

Number of Preferred Shares Owned: 161,333

[Signature

Page to Lock-Up Agreement]

WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

Holder:

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

Notice

Information:

Address:

Email:

Total

Number of Preferred Shares Owned: 111,467

[Signature

Page to Lock-Up Agreement]

WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

Holder:

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

Notice

Information:

Address:

Email:

Total

Number of Preferred Shares Owned: 8,889___

[Signature

Page to Lock-Up Agreement]

WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

Holder:

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

Notice

Information:

Address:

Email:

Total

Number of Preferred Shares Owned: 8,889

[Signature

Page to Lock-Up Agreement]

WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

Holder:

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

Notice

Information:

Address:

Email:

Total

Number of Preferred Shares Owned: 88,889

[Signature

Page to Lock-Up Agreement]

WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

Holder:

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

Notice

Information:

Address:

Email:

Total

Number of Preferred Shares Owned: 376,444

[Signature

Page to Lock-Up Agreement]

WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

Holder:

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

Notice

Information:

Address:

Email:

Total

Number of Preferred Shares Owned: 39,111

[Signature

Page to Lock-Up Agreement]

EX-10.3

Filename: ex10-3.htm · Sequence: 6

Exhibit

10.3

Leak-out

AGREEMENT

THIS

LEAK-OUT AGREEMENT (this “Agreement”) is made and entered into as of June 3, 2026 between (i) Cycurion, Inc.,

a Delaware corporation (the “Company”), and (ii) the undersigned equityholders (each, a “Holder”)

of Secuvant, LLC, a Utah limited liability company. The Company and the Holder are sometimes referred to herein individually as a “Party”

and, collectively, as the “Parties”. Any capitalized term used but not defined in this Agreement will have

the meaning ascribed to such term in the Merger Agreement (as defined below).

WHEREAS,

the Company, Cycurion Merger Sub, LLC, and Secuvant, LLC have entered into that certain Merger Agreement dated May 21, 2026 (the

“Merger Agreement”), pursuant to which Holder will receive, among other things, equity securities of the Company

as part of the Merger Consideration, including shares of the Company’s preferred stock, par value $0.0001 per share (the “Preferred

Shares”);

WHEREAS,

pursuant to the Merger Agreement, all Preferred Shares issued as Equity Consideration, and any shares of common stock of the Company,

par value $0.0001 per share (the “Common Stock”) issuable upon conversion thereof, are restricted securities

and shall be subject to contractual transfer restrictions intended to promote an orderly market and compliance with applicable securities

laws;

WHEREAS,

the 888,888 shares of Preferred Shares and all of Common Stock issuable upon conversion thereof, and any Earn-Out Shares issued in respect

of a Performance Earn-Out shall be subject to a lock-up period six 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 Merger Agreement,

the Lock-Up Agreement and this Agreement (the “Leak-Out Securities”);

NOW,

THEREFORE, in consideration of the premises set forth above, which are incorporated into this Agreement as if fully set forth below,

and intending to be legally bound hereby, the Parties hereby agree as follows:

1. Leak-Out

Commencement. This Agreement shall become effective immediately upon expiration of the Lock-Up Period described in the Lock-Up Agreement

entered into pursuant to the Merger Agreement and shall expire five fiscal quarters from the date hereof (the “Leak-Out Period”).

2. Quarterly

Volume Limitation.

(a)

During the Leak-Out Period, the Holder may Transfer Leak-Out Securities only up to an amount equal to twenty percent (20%) of the aggregate

number of Leak-Out Securities originally issued to the Holder in any single calendar quarter (the “Quarterly Cap”).

For purposes of calculating the Quarterly Cap, all Leak-Out Securities issued to the Holder pursuant to the Merger Agreement, including

any securities issued in settlement of a Performance Earn-Out, shall be aggregated and treated as a single position. Transfers by the

Holder and any of its Affiliates or controlled entities shall be aggregated for purposes of determining compliance with the Quarterly

Cap.

(b)

The Quarterly Cap shall apply regardless of the method or form of Transfer, including sales effected pursuant to an effective resale

registration statement, Rule 144, or any other available exemption under applicable securities laws. The Holder shall not divide, sequence,

or structure Transfers, or coordinate with third parties, in a manner intended to circumvent or evade the Quarterly Cap or the timing

restrictions set forth in this Agreement. Any Transfer in excess of the applicable Quarterly Cap for a given calendar quarter shall constitute

a breach of this Agreement and shall be null and void ab initio.

(c)

For the purposes of this Section 2, “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement

to sell (including, for the avoidance of doubt, through a distribution in specie), hypothecate, pledge, grant of any option to purchase

or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position

or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange

Act of 1934, as amended, and the rules and regulations of the U.S. Securities and Exchange Commission promulgated thereunder with respect

to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences

of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or

3. Carry-Forward

of Unused Capacity

(a)

To the extent that the Holder is unable to Transfer all Leak-Out Securities permitted under the applicable Quarterly Cap for any calendar

quarter, the unused portion of such Quarterly Cap (the “Unused Capacity”) shall automatically carry forward.

Such Unused Capacity shall be added to and increase the Quarterly Cap for the immediately succeeding calendar quarter, and, if not fully

utilized in such quarter, shall continue to carry forward to subsequent calendar quarters until exhausted.

(b)

The carry-forward of Unused Capacity shall apply only to contractual volume limitations under this Agreement and shall not be deemed

to waive, limit, or modify any requirements of applicable securities laws. The existence of Unused Capacity in any calendar quarter shall

not permit the Holder to effect any Transfer in violation of applicable securities laws, but the Holder shall not forfeit any contractual

sale capacity solely as a result of such legal limitations.

(c)

The Company shall not take any action, and shall cause its transfer agent not to take any action, the effect of which would be to eliminate,

reset, or reduce the Holder’s Unused Capacity carried forward pursuant to this Section 3, except as expressly permitted under this

Agreement or the Merger Agreement.

4. Coordination

with Securities Laws

(a)

Notwithstanding anything to the contrary in this Agreement, no Transfer of Leak-Out Securities may be effected except in compliance with

applicable federal and state securities laws, including the Securities Act of 1933, as amended, and the rules and regulations promulgated

thereunder, including Rule 144, as applicable. Compliance with the volume, timing, and manner-of-sale limitations set forth in this Agreement

shall not be deemed to permit any Transfer that would otherwise be prohibited under applicable securities laws, nor shall compliance

with such securities laws be deemed to excuse a failure to comply with the contractual restrictions set forth herein.

(b)

If, for any calendar quarter, the restrictions imposed by applicable securities laws are more restrictive than the contractual limitations

set forth in this Agreement, such securities law restrictions shall control solely with respect to the affected Transfers for such period,

and any resulting inability to sell Leak-Out Securities shall be treated as Unused Capacity for purposes of Section 3.

5. Manner

of Sale

(a)

All Transfers of Leak-Out Securities during the Leak-Out Period shall be effected in an orderly manner and through bona fide market,

or block-trade, transactions consistent with customary trading practices for securities listed on a national securities exchange. The

Holder shall not engage in or coordinate any series of transactions, hedging activities, or sales arrangements designed to evade, circumvent,

or undermine the volume, timing, or sequencing limitations set forth in this Agreement, whether directly or indirectly through Affiliates

or third parties.

(b)

The Holder acknowledges that the purpose of the leak-out restrictions is to promote an orderly and non-disruptive market for the Company’s

securities and agrees to conduct all Transfers in a manner reasonably designed to avoid excessive market volatility. Any Transfer effected

in violation of this Section 5 shall constitute a breach of this Agreement and shall be void and of no force or effect for purposes of

recognition by the Company or its transfer agent.

6. Price-Based

Acceleration. If, at any time following the Closing Date, the closing price of the Company’s common stock equals or exceeds

$4.50 (as equitably adjusted for any stock split, reverse stock split or other recapitalization) for twenty (20) consecutive Business

Days (or for twenty (20) Business Days within any thirty (30) Business-Day period), then all contractual transfer restrictions applicable

to the Leak-Out Securities under this Agreement, the Lock-Up Agreement, and any related agreement shall automatically terminate without

any further action by the Company or the Holder (the “Price-Based Acceleration Event”). Upon the occurrence

of such Price-Based Acceleration Event, the Leak-Out Securities shall be freely transferable, subject only to compliance with applicable

securities laws, including Rule 144 and any applicable holding-period or manner-of-sale requirements.

7. Stop

Transfer. The Holder acknowledges and agrees that, for the purpose of enforcing the transfer restrictions set forth in this Agreement,

the Company may impose and maintain appropriate stop-transfer instructions with respect to the Leak-Out Securities during the Leak-Out

Period. The Company may instruct its transfer agent not to register any Transfer of Leak-Out Securities that is not in compliance with

this Agreement and may require such additional

8. Miscellaneous.

(a)

Termination. This Agreement shall automatically terminate upon the earliest to occur of: (i) expiration of the Leak-Out Period,

(ii) the termination of all contractual transfer restrictions pursuant to the Merger Agreement; or (iii) the occurrence of a Price-Based

Acceleration Event described in Section 6.