Exhibit 10.4

ESCROW AGREEMENT

This agreement is entered into and is effective as of the date signed below (the “Effective Date”), by and among Cycurion, Inc., a Delaware corporation (“Purchaser”), and Ryan Layton, solely in his capacity as the Authorized Representative of the Company Equityholders pursuant to the Merger Agreement (the “Authorized Representative”), and Zions Bancorporation, National Association (“Escrow Agent” or “Zions”). This agreement, together with any and all exhibits, schedules, and other attachments hereto shall be referred to collectively as the “Escrow Agreement”. Purchaser and the Authorized Representative are referred to herein separately as a “Party” and collectively as the “Escrow Parties”.

WHEREAS, Purchaser, Cycurion Merger Sub, LLC and Secuvant, LLC (the “Company”) have entered into that certain Merger Agreement, dated as of May 21, 2026 (the “Merger Agreement”), pursuant to which, among other things, Merger Sub will merge with and into the Company;

WHEREAS, in connection with the Merger Agreement, Purchaser is required to deposit a portion of the Merger Consideration into escrow (the “Escrow Amount”) pursuant to Section 10.2 of the Merger Agreement to secure indemnification obligations of the Company Equityholders;

WHEREAS, the Escrow Parties have selected Zions to serve as Escrow Agent of the Escrow Property (as defined below) to be held and disposed of by the Escrow Agent only in accordance with the terms and conditions of this Escrow Agreement and the specific written instructions defined and set forth on Exhibit B, attached and fully incorporated herein (the “Specific Instructions”);

WHEREAS, a separate escrow account at the Escrow Agent shall hold certain disputed funds pursuant to a separate escrow agreement (the “Dispute Escrow Agreement”) among Secuvant, LLC and Danny White (as Authorized Representative thereunder) and the Escrow Agent; the Escrow Agent’s obligations under such Dispute Escrow Agreement are not governed by this Escrow Agreement; and

WHEREAS, Zions has agreed to serve in the capacity as Escrow Agent for and on behalf of the Escrow Parties and has full power and authority to perform and serve as Escrow Agent for the Escrow Property as described on Exhibit A;

NOW, THEREFORE, in consideration of the above premises and of the mutual promises and covenants herein contained, and for other valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Parties hereto do hereby agree as follows:

“Affiliate(s)” means, with respect to any Person, any other Person controlling, controlled by or under common control with such Person. For purposes of this definition, “control” means the power to direct the management and policies of a Person, directly or indirectly, whether through ownership of voting securities, by contract or otherwise and “controlling” or “controlled” shall have meanings correlative to the foregoing.

“Applicable Law” means all applicable federal, state and local laws, regulations, rules, ordinances, codes, decrees, judgments, directives, or judicial or administrative orders, permits and other duly authorized actions of any government authority.

“Authorized Representative” means Ryan Layton, in his capacity as the authorized representative of the Company Equityholders under the Merger Agreement, or any successor representative duly appointed in accordance with the Merger Agreement and designated in writing to the Escrow Agent..

“Base Consideration” shall have the same meaning as “Base Consideration” in the Merger Agreement.

“Business Day” means any day other than (i) a Saturday, Sunday, or other day observed by the Escrow Agent, or (ii) a day on which the Escrow Agent is authorized or required by law to close.

“Closing” means the closing of the transactions contemplated by the Merger Agreement in accordance with its terms.

“Closing Date” means the date on which the Closing occurs, as specified in or determined in accordance with the Merger Agreement.

“Escrow Amount” means an amount equal to ten percent (10%) of the Base Consideration, payable in the same proportion of cash and equity as the Base Consideration under the Merger Agreement and deposited with the Escrow Agent at the Closing pursuant to Section 10.2 of the Merger Agreement.

“Escrow Period” means the period beginning on the Closing Date and ending on the date specified in the Merger Agreement.

“Escrow Property” means the Escrow Amount together with any interest, income or other earnings thereon.

“Merger Agreement” means that certain Merger Agreement, dated as of May 21, 2026, by and among Purchaser, Cycurion Merger Sub, LLC, the Company and the other parties thereto, as the same may be amended from time to time.

“Person” means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision of a government.

“Securities” means any equity securities constituting part of the Escrow Property issued pursuant to the Merger Agreement.

“Specific Instructions” means the instructions set forth on Exhibit B hereto governing the release and disbursement of the Escrow Property.

The Escrow Agent may resign at any time upon thirty (30) days’ prior written notice to Purchaser and the Authorized Representative.

Upon receipt of such notice, Purchaser and the Authorized Representative shall use commercially reasonable efforts to appoint a successor escrow agent prior to the effective date of such resignation. If a successor escrow agent is not appointed within such thirty (30) day period, the Escrow Agent may, at its option, petition a court of competent jurisdiction for the appointment of a successor escrow agent or deposit the Escrow Property with such court (interpleader), at the expense of the Escrow Parties.

All fees, costs, and expenses relating to such petition, including all attorneys’ fees and expenses, shall be paid or otherwise reimbursed by the Escrow Parties or may be assessed by the resigning Escrow Agent against the Escrow Property prior to any distribution to any of the Escrow Parties.

Upon termination hereof, the Escrow Parties shall pay to the Escrow Agent such compensation as may be due to the Escrow Agent and shall reimburse the Escrow Agent for other amounts payable or reimbursable to the Escrow Agent hereunder. The Escrow Agent shall follow such written instructions concerning the transfer of the Escrow Property, as received from the Escrow Parties; provided, that (a) the Escrow Agent shall have no liability for shipping or insurance costs associated therewith, and (b) full payment shall have been made to the Escrow Agent of its compensation, fees, costs, expenses and any and all other amounts to which it is entitled. If any Escrow Property remains in any account upon termination, the Escrow Agent shall be required to make only one (1) attempt to deliver such Escrow Property to the Escrow Parties at the address set forth in the Notice section in this Escrow Agreement. In the event that delivery of the Escrow Property is unsuccessful, the Escrow Agent may escheat the Escrow Property in accordance with the Escheatment section in this Escrow Agreement. Except as otherwise provided herein, all obligations of the Parties to each other hereunder shall cease upon termination of this Escrow Agreement.

Notwithstanding the expiration or termination of this Escrow Agreement, any provision of this Escrow Agreement, which expressly extends beyond the term hereof or, under the circumstances, ought to survive termination, shall survive termination of this Escrow Agreement.

If the Escrow Agent consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation without any further act shall be the successor Escrow Agent, without the execution or filing of any paper or any further act.

The Escrow Parties shall upon execution of this Agreement provide to the Escrow Agent a completed and properly executed IRS Form W-9 or Form W-8, as the case may be, or other tax identification number evidence if any of the Escrow Parties is a government entity, together with any other documentation and information reasonably requested by the Escrow Agent in connection with the Escrow Agent’s tax reporting obligations under the Code and the regulations thereunder including, without limitation, a completed and properly executed Form W-9 or Form W-8, as the case may be, for any and all Persons to whom any Securities, or funds or proceeds from the Escrow Account, are paid or distributed to in connection Escrow Agent’s responsibilities under this Agreement (collectively, the “Tax Reporting Documentation”). With respect to the Escrow Agent’s tax reporting obligations under the Code and any other applicable law or regulation, the Escrow Parties understand, acknowledge, and agree that, in the event that valid Tax Reporting Documentation is not provided to the Escrow Agent, the Escrow Agent may be required to withhold tax from the Escrow Account and report account information on any earnings, proceeds or distributions from the Escrow Account and the Escrow Parties hereby release the Escrow Agent from any and all liability, costs, expenses, claims or causes of action from or related to any withholding made by Escrow Agent in connection with the foregoing. Income earnings on the Escrow Account shall be attributable to Company Equityholders, pro rata to their respective Distribution Percentages set forth in Exhibit B unless the Escrow Parties otherwise designate in writing to the Escrow Agent.

Should the Escrow Agent become liable for the payment of taxes, including withholding taxes relating to any funds, including interest and penalties thereon, held by it pursuant to this Agreement or any payment made hereunder, the Escrow Agent shall satisfy such liability to the extent possible from the Escrow Account. The Escrow agree to indemnify and hold the Escrow Agent harmless from and against any tax, late payment, interest, penalty or other cost or expense that may be assessed against the Escrow Agent on or with respect to the Escrow Account and the Escrow Property or Securities and the investment thereof unless such tax, late payment, interest, penalty or other expense was directly caused by the gross negligence or willful misconduct of the Escrow Agent. This indemnification is in addition to the indemnification provided in other sections of this Escrow Agreement and shall survive the resignation or removal of the Escrow Agent and the termination or assignment of this Escrow Agreement. The Escrow Parties acknowledge that the Escrow Agent cannot make any payments under this Escrow Agreement unless it receives a completed and properly executed IRS Form W-9 or Form W-8, as the case may be, for each payee and income recipient.

In the event that the Escrow Property held by the Escrow Agent shall be attached or levied upon by any court order, or arbitration decision, the delivery thereof shall be stayed or enjoined by an order of a court, or any order, judgment, decision, or decree shall be made or entered by any court or made by an arbitrator affecting the Escrow Property held by the Escrow Agent, in each case, whether with or without jurisdiction, the Escrow Agent is hereby expressly authorized, in its sole discretion, to respond as it deems appropriate or to comply with any such order, decision, judgment or decree so entered or issued, or as to which it is advised by legal counsel of its own choosing, is binding upon it. If the Escrow Agent obeys, follows, or complies with any such order, decision, judgment, or decree, the Escrow Agent shall not be liable to any of the Escrow Parties hereto or to any other Person, firm, or corporation, should such order, decision, judgment or decree, notwithstanding such compliance, be subsequently reversed, modified, annulled, set aside, or vacated.

(Signatures on next page)

Effective as of: June 3, 2026

IN WITNESS WHEREOF the undersigned have hereto affixed their signatures and hereby adopt as a part of this Agreement Exhibits A and B hereto attached.

EXHIBIT A

(“Escrow Property”)

Escrow Property

The “Escrow Property” shall consist of that portion of the Base Consideration (as defined in the Merger Agreement) equal to ten percent (10%) thereof (the “Escrow Amount”), to be deposited with the Escrow Agent in accordance with Section 10.2 of the Merger Agreement and the Specific Instructions set forth in Exhibit B.

The Escrow Property shall be comprised of:

Cash in an amount equal to the portion of the Escrow Amount payable in cash, delivered by wire transfer of immediately available funds to the Escrow Account at each Cash Consideration installment date as set forth in Exhibit B Section 3(a).

Equity securities of Purchaser (the “Escrow Shares”) representing the portion of the Escrow Amount payable in equity, delivered by Purchaser to the Escrow Agent on a contingent basis at each Tranche Issuance Date as set forth in Exhibit B Section 3(b).

Holding of Escrow Property

(a) the cash component in one or more Escrow Accounts; and

(b) the Escrow Shares in book-entry form or through Purchaser’s transfer agent, as directed in writing by Purchaser and the Authorized Representative.

Adjustments. Any adjustments required pursuant to the Merger Agreement shall be reflected in the Escrow Property and held or disbursed by the Escrow Agent in accordance with this Escrow Agreement and Exhibit B.

EXHIBIT B

(“Specific Instructions”)

These Specific Instructions are attached to and form part of the Escrow Agreement. Capitalized terms used but not defined herein have the meanings set forth in the Escrow Agreement or, if not defined therein, the Merger Agreement.

At each Cash Consideration installment date (Closing, 60 days post-Closing, and 120 days post-Closing per Section 3.1(c) of the Merger Agreement), the Escrow Agent shall, upon written direction of the Authorized Representative: (a) withhold   % of such installment for the Indemnity Escrow per Section 2 below; and (b) disburse the balance to the Company Equityholders in accordance with the Distribution Percentages set forth in the table below. The            % Disputed Funds carve-out is wired directly by Purchaser to the Dispute Escrow Account pursuant to Section 3.1.B of the Company Disclosure Schedule and does not pass through this Escrow Account. Specific cash amounts per recipient per installment are set forth in the Memorandum.

For avoidance of doubt, the Disputed Funds Escrow line is included solely to show the aggregate payment allocation and shall not be treated as a Company Equityholder or distribution recipient for amounts actually disbursed from this Escrow Account; amounts allocated to the Disputed Funds Escrow shall be wired directly by Purchaser to the Disputed Escrow Account.

Section 10.2(a) of the Merger Agreement requires the Indemnity Escrow to comprise cash and equity in the same proportion as the Base Consideration. Because the Preferred Stock is issued in tranches following Closing, the Indemnity Escrow operates as follows:

Upon delivery to the Escrow Agent of a written Final Allocation Statement executed by the Authorized Representative under the Dispute Escrow Agreement (with the Authorized Representative under this Escrow Agreement acknowledging receipt), the          % direct-wire requirement under Section 3.1.B of the Company Disclosure Schedule shall terminate with respect to all subsequent Cash Consideration installments. From and after such delivery, Purchaser shall wire 100% of each subsequent Cash Consideration installment to the Escrow Agent, and the Escrow Agent shall disburse such amounts to the Company Equityholders in accordance with the Post-Reconciliation Distribution Percentages set forth in Schedule I to the Final Allocation Statement (without the Section 1 withholding for the Indemnity Escrow if the survival period has then expired). The Escrow Agent may rely on the Final Allocation Statement without independent verification..

The Escrow Agent shall act solely upon written instruction from the Authorized Representative with respect to disbursements under Sections 1 and 3, and solely upon Joint Written Instructions of Purchaser and the Authorized Representative with respect to the Indemnity Escrow under Section 2. The Escrow Agent has no duty to investigate or verify (i) the accuracy of allocations herein, (ii) share counts or aggregate values of any Equity Consideration or Earn-Out Shares (issued directly by Purchaser), (iii) the authority of any Person purporting to act on behalf of the Authorized Representative beyond the certificate of authorized representatives, or (iv) satisfaction of any condition to disbursement other than receipt of a properly executed direction. For avoidance of doubt, Purchaser shall also deliver directly to the Dispute Escrow Account, or cause its transfer agent to register in escrow, the         % portion of each Preferred Tranche allocated to the Disputed Funds Escrow under Section 3.1.B of the Company Disclosure Schedule.

EXHIBIT C-1

Certificate of Authorized Signers

Cycurion, Inc.

The undersigned hereby certifies that:

The signature(s) set forth opposite the names of the following persons are the true and correct signatures of such persons and such persons are hereby appointed as authorized representatives to execute, deliver and perform day-to-day activities including confirming disbursement requests and payment instructions for the Cycurion, Inc./Company Equityholders Escrow.

MAIN ACCOUNT NUMBER(S): ___________________________________________________

Section 1

Section 2

The following contacts may confirm disbursement/wire/ACH requests and payment instructions

IN WITNESS WHEREOF, the undersigned has executed this Certificate as of (Closing Date of Transaction). The signature below indicates consent to the attached Disbursement Instruction Agreement.

_____ Initial to allow use of this Certificate for existing and future transactions until notified otherwise.

EXHIBIT C-2

Certificate of Authorized Representatives

Authorized Representative under the Merger Agreeement

The undersigned hereby certifies that:

The signature(s) set forth opposite the names of the following persons are the true and correct signatures of such persons and such persons are hereby appointed as authorized representatives to execute, deliver and perform day-to-day activities including confirming disbursement requests and payment instructions for the Cycurion, Inc./Company Equityholders Escrow.

MAIN ACCOUNT NUMBER(S): _________________________________________________________________

Section 1

Section 2

The following contacts may confirm disbursement/wire/ACH requests and payment instructions

IN WITNESS WHEREOF, the undersigned has executed this Certificate as of (Closing Date of Transaction). The signature below indicates consent to the attached Disbursement Instruction Agreement.

Authorized Representative under the Merger Agreement

_____ Initial to allow use of this Certificate for existing and future transactions until notified otherwise.

*See attached Disbursement Instruction Agreement.

Disbursement Instruction Agreement