Browse EX-10 agreements

CONDITIONS PRECEDENT AGREEMENT

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This Conditions Precedent Agreement (this “Conditions Precedent Agreement”) is entered into as of August 3, 2026 (the “Effective Date”), by and between CYCURION, INC, a Delaware Corporation (the “Buyer”) and KUSTOM ENTERTAINMENT, INC, a Nevada corporation (the “Seller”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Asset Purchase Agreement (as defined below).

RECITALS:

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WHEREAS, Buyer and Seller have entered into that certain Asset Purchase Agreement dated June 24, 2026, as amended by that certain Amendment No. 1 and Forbearance / Extension Agreement dated July 23, 2026 (collectively, the “Asset Purchase Agreement”), pursuant to which Buyer has agreed to purchase, and Seller has agreed to sell, certain assets of Seller; and

WHEREAS, the parties desire to establish certain additional conditions precedent that must be satisfied or waived prior to the consummation of the transactions contemplated by the Asset Purchase Agreement.

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INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT

This Intellectual Property Assignment Agreement (this “Agreement”), dated as of August 3, 2026, is entered into by and between Kustom Entertainment, Inc., a Nevada corporation with its principal office located at 6366 College Boulevard, Overland Park, Kansas (“Kustom”), and Cycurion, Inc., a Delaware corporation with its principal office located at 1640 Boro Place, Suite 420C, McLean, Virginia (“Cycurion”) (collectively, the “Parties”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Asset Purchase Agreement.

RECITALS

WHEREAS, on or around June 24, 2026, as amended by that certain Amendment No. 1 and Forbearance / Extension Agreement dated July 23, 2026, the Parties entered into that certain Asset Purchase Agreement, attached hereto as Schedule A (the “Asset Purchase Agreement”), pursuant to which Cycurion agreed to purchase certain assets of Kustom identified therein and further described on Schedule B attached hereto (collectively, the “Assigned Assets”);

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ASSIGNMENT AND ASSUMPTION AGREEMENT

This Assignment and Assumption Agreement (this “Agreement”), dated as of August 3, 2026, is entered into by and between Kustom Entertainment, Inc., a Nevada corporation with its principal office located at 6366 College Boulevard, Overland Park, Kansas (“Kustom”), and Cycurion, Inc., a Delaware corporation with its principal office located at 1640 Boro Place, Suite 420C, McLean, Virginia (“Cycurion” and, together with Kustom, the “Parties”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Asset Purchase Agreement.

RECITALS

WHEREAS, on or around June 24, 2026, as amended by that certain Amendment No. 1 and Forbearance / Extension Agreement dated July 23, 2026 (collectively, the “Asset Purchase Agreement”), the Parties entered into the Asset Purchase Agreement, attached hereto as Schedule A, pursuant to which Cycurion agreed to purchase certain assets of Kustom identified therein and further described on Schedule B attached hereto (collectively, the “Assigned Assets”);

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LEAK-OUT AGREEMENT

THIS LEAK-OUT AGREEMENT (the “Agreement”) is made and entered into as of, and effective as of, August 3, 2026, between Cycurion, Inc., a Delaware corporation trading under the ticker symbol “CYCU” (the “Company”), and the holders (the “Holders” and each a “Holder”) of the Company’s Series H Preferred Stock and the shares of Common Stock issuable upon conversion thereof and payment of dividends thereon (collectively, the “Restricted Shares”).

**RECITALS **

WHEREAS, the Holders hold shares of the Company’s Series H Preferred Stock having an aggregate stated value of $600,000, which Series H Preferred Stock is convertible into shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and accrues dividends that may be paid in Common Stock pursuant to its terms;

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BILL OF SALE

This **BILL OF SALE **(this “Bill of Sale”) is executed and delivered as of August 3, 2026, by Kustom Entertainment, Inc., a Nevada corporation (“Seller”), in favor of Cycurion, Inc., a Delaware corporation (“Buyer”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in that certain Asset Purchase Agreement, dated June 24, 2026, by and between Buyer and Seller, as amended by that certain Amendment No. 1 and Forbearance / Extension Agreement dated July 23, 2026, and as may be further amended, supplemented, restated, or otherwise modified from time to time (collectively, the “Purchase Agreement”).

WITNESSETH:

WHEREAS, Seller has agreed to sell, transfer and assign to Buyer the Acquired Assets pursuant to the Purchase Agreement;

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NON-COMPETITION AND NON-SOLICITATION AGREEMENT

This NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”), dated as of this 3rd day of August, 2026 (the “Effective Date”), by and between Cycurion, Inc., a Delaware corporation (the “Buyer”), and Kustom Entertainment, Inc., a Nevada corporation (the “Restricted Party” or “Seller”). Each of Buyer and Restricted Party is sometimes referred to herein as a “Party”, and collectively, as the “Parties”. Capitalized terms not defined herein shall have the meanings ascribed to such terms in the Purchase Agreement (as defined below).

WITNESSETH:

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WHEREAS, pursuant to that certain Asset Purchase Agreement, dated June 24, 2026, as amended by that certain Amendment No. 1 and Forbearance / Extension Agreement dated July 23, 2026 (collectively, the “Purchase Agreement”), by and between Buyer and Seller, Buyer is acquiring from Seller certain assets of Seller (the “Asset Purchase”);and

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SECURED PROMISSORY NOTE

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Principal: $4,250,000.00	Dated: August 3, 2026

FOR VALUE RECEIVED, Cycurion Inc., a Delaware corporation (“Borrower”), hereby promises to pay to the order of Kustom Entertainment, Inc., a Nevada corporation (“Lender”), the principal sum of Four Million Two Hundred Fifty Thousand Dollars ($4,250,000.00) (the “Principal”), together with interest on the outstanding Principal at a fixed rate of seven percent (7.00%) per annum (the “Interest Rate”), in accordance with the terms of this Secured Promissory Note (this “Note”).

1. Definitions.

For purposes of this Note, the following terms shall have the meanings set forth below:

“Asset Purchase Agreement” means that certain Asset Purchase Agreement, dated as of June 24, 2026, as amended by Amendment No. 1 and Forbearance / Extension Agreement dated July 23, 2026, by and between Borrower and Lender.

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EARNOUT AND CLAWBACK AGREEMENT

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This earnout and clawback agreement (this “Agreement”) sets forth the earnout and clawback provisions agreed to by Cycurion, Inc., a Delaware corporation (“Buyer”), and Kustom Entertainment, Inc., a Nevada corporation (“Seller”), in connection with that certain Asset Purchase Agreement, dated as of June 24, 2026, as amended by Amendment No. 1 and Forbearance / Extension Agreement dated July 23, 2026 (collectively, the “Purchase Agreement”), between Buyer and Seller, pursuant to which Buyer will acquire Seller’s Video Solutions business division (the “Video Solutions Business”). For purposes of this Agreement, the “Video Solutions Business” means the business of development, manufacturing, sale, licensing, support, and servicing of video hardware, camera products, platforms, software, and software solutions. Any capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the Purchase Agreement.

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SECTION 1. EARNOUT AND CLAWBACK FRAMEWORK

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SIDE LETTER AGREEMENT

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This Side Letter Agreement (this “Side Letter”) is entered into as of August 3, 2026 (the “Effective Date”), by and between Cycurion, Inc., a Delaware corporation (“Cycurion” or “Buyer”), and Kustom Entertainment, Inc., a Nevada corporation (“Kustom” or “Seller”). Buyer and Seller are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

Capitalized terms used herein but not otherwise defined shall have the meanings assigned to them in that certain Asset Purchase Agreement, dated June 24, 2026, as amended by Amendment No. 1 and Forbearance / Extension Agreement dated July 23, 2026 (collectively, the “Asset Purchase Agreement”).

RECITALS

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WHEREAS, the Parties entered into the Asset Purchase Agreement pursuant to which Buyer has agreed to acquire certain assets and assume certain liabilities relating to Seller’s Video Solutions Business;

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SECURITY AGREEMENT

This SECURITY AGREEMENT, dated as of August 3, 2026 (this “Agreement”), is between Cycurion, Inc., a Delaware corporation (the “Company”), and Kustom Entertainment, Inc., a Nevada corporation, as the holder of certain of the Company’s obligations currently in its favor (“Kustom Entertainment”), and memorializes and ratifies the Company’s agreement to grant a security interest solely in the collateral described herein to Kustom Entertainment and its endorsees, transferees, and assigns regarding the such obligations (collectively, the “Secured Party”).

W I T N E S S E T H:

WHEREAS, the Company issued to the Secured Party a Secured Promissory Note, dated August 3, 2026, in the original principal amount of up to $4,250,000.00 subject to the terms and conditions set forth therein (the “Note”);

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RESTRICTED STOCK UNIT AGREEMENT

TIME VESTING

This Restricted Stock Unit Agreement (the “Agreement”) is hereby entered into effective as of July 31, 2026 (the “Award Date”), by and between Fuel Tech, Inc. (the “Company”), and Ramesh Nuggihalli (the “Participant”). Any term capitalized but not defined in this Agreement will have the meaning set forth in the Fuel Tech, Inc. 2024 Long-Term Incentive Plan, as may be amended, modified or restated from time to time (the “Plan”).

1.    Award of Restricted Stock Units. In accordance with the terms of the Plan and subject to the terms and conditions of this Agreement, the Company hereby awards the Participant Three Hundred Thousand (300,000) Restricted Stock Units (“RSUs”), effective as of the Award Date. Each vested RSU entitles the Participant to receive one Share on the Distribution Date (as defined below).

2.    Vesting of RSUs. All RSUs awarded to the Participant hereunder will vest according to the following schedule:

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CHANGE OF CONTROL SEVERANCE AGREEMENT

This Change of Control Severance Agreement (the “Agreement”) is made and entered into by and between Ramesh Nuggihalli (“Executive”) and Fuel Tech, Inc., a Delaware corporation (the “Company”), effective as of July 31, 2026 (the “Effective Date”).

RECITALS

A.    On the Effective Date, Company has retained Executive to serve as its President and Chief Executive Officer pursuant to the terms of an employment agreement executed contemporaneously with this Agreement (the “Employment Agreement”).

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