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 (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).
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.
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(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.
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(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):
If to the Company, to:
Cycurion, Inc. 1640 Boro Place McLean, VA 22102 Attn: L. Kevin Kelly Email: kevin.kelly@cycurion.com
If 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]
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IN 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: | L. Kevin Kelly | |
| Title: | Chief Executive Officer | |
[Signature Page to Lock-Up Agreement]
IN 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]
IN 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]
IN 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]
IN 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]
IN 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]
IN 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]
IN 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]