| 1 This Term Sheet is effective as of April 25, 2023 is between Cycurion Inc, a Delaware corporation, (the “Buyer”), with principal offices located at 1749 Old Meadow Road, Suite 500, McLean Virginia 22102, and RCR Technology Corporation, an Indiana corporation (the “Seller”) with principal offices located at 9450 N. Meridian Street, Suite 300 Indianapolis, Indiana 46260. The Buyer and the Seller collectively agree to the execution of definitive transaction document(s) relating to the transaction contemplated by this Term Sheet (collectively, the “Definitive Agreements”). Such Definitive Agreements will contain customary representations, warranties and indemnifications. Overview: The Buyer will enter into a Definitive Agreement to acquire from the Seller the unsecured account receivable (the “SLG A/R”) of SLG Innovation, Inc. (the “Company”) in favor of the Seller as of the Closing Date. The Buyer will pay 486,026 shares of Buyer common stock to the Seller (the “Purchase Price”), as set forth hereinbelow. The conditions of this Term Sheet are as follows: Seller RCR Technology Corporation Buyer Cycurion, Inc. Structure The Seller will sell all the accounts receivable aged over 90 days of SLG A/R existing at the Closing Date to the Buyer for the Purchase Price. Purchase Price At Closing, the Buyer shall cause to be paid to the Seller the Purchase Price. Definitive Agreements Upon the terms and subject to the conditions set forth herein and unless this Term Sheet has been terminated pursuant to its terms, the Definitive Agreements shall be negotiated, prepared, and executed promptly. Representations and Warranties of the Seller The Seller represents and warrants and covenants to the Buyer, each such representation and warranty and covenant being deemed to be material, that: (a) This Term Sheet and the transactions contemplated hereby have been approved by the Board of Directors of the Seller and the Definitive Agreement will also be so approved; (b) All of the SLG A/R was generated in the ordinary course of Seller’s business; the SLG A/R has not been pledged to any other party as collateral for any borrowing or otherwise; no lien of any party exists on the SLG A/R; the Company has not disputed any item included within the SLG A/R; and there are no setoffs or offsets against any of the SLG A/R; DocuSign Envelope ID: BED62AA8-EB09-4BC6-87FC-BD37FE1248CB |