10,000,000 Units Western Acquisition Ventures Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • January 14th, 2022 • Western Acquisition Ventures Corp. • Blank checks • New York
Western Acquisition Ventures Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with A.G.P./Alliance Global Partners (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”), and with The Benchmark Company, LLC acting as the qualified independent underwriter (the “QIU”), as follows:
WARRANT AGREEMENTWarrant Agreement • January 14th, 2022 • Western Acquisition Ventures Corp. • Blank checks • New York
This Warrant Agreement (“Agreement”) is made as of January 11, 2022 between Western Acquisition Ventures Corp., a Delaware corporation, with offices at 42 Broadway, 12th Floor, New York, New York 10004 (the “Company”), and American Stock Transfer & Trust Company, a limited purpose trust company, with offices at 6201 15th Avenue, Brooklyn, NY 11219, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENT WESTERN ACQUISITION VENTURES CORP.Investment Management Trust Agreement • January 14th, 2022 • Western Acquisition Ventures Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 11, 2022, by and between Western Acquisition Ventures Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Trustee”).
INDEMNIFICATION AGREEMENT WESTERN ACQUISITION VENTURES CORP.Indemnification Agreement • January 14th, 2022 • Western Acquisition Ventures Corp. • Blank checks • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of January 11, 2022, by and between Western Acquisition Ventures Corp., a Delaware corporation (the “Company”), and the undersigned person executing this Agreement identified on the signature page hereto (“Indemnitee”).
28th Floor New York, New York 10022Western Acquisition Ventures Corp. • January 14th, 2022 • Blank checks • New York
This letter confirms our agreement (this “Agreement”) whereby Western Acquisition Ventures Corp., a Delaware corporation (“Company”), has requested A.G.P./Alliance Global Partners (the “Advisor”) to serve as the Company’s advisor in connection with the Company effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-260384) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with the Company’s initial public offering (“IPO”).
REGISTRATION RIGHTS AGREEMENT WESTERN ACQUISITION VENTURES CORP.Registration Rights Agreement • January 5th, 2022 • Western Acquisition Ventures Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2022, is made and entered into by and among each of Western Acquisition Ventures Corp., a Delaware corporation (the “Company”), Western Acquisition Ventures Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, including, without limitation, A.G.P./Alliance Global Partners, Inc., a Delaware corporation (each, a “Holder” and collectively, the “Holders”).
WESTERN ACQUISITION VENTURES CORP.Western Acquisition Ventures Corp. • October 20th, 2021 • Blank checks • Delaware
This agreement (the “Agreement”) is entered into on June 9, 2021 by and between Western Acquisition Ventures Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Western Acquisition Ventures Corp., a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 4,312,500 shares (the “Shares”) of our Common Stock, $0.0001 par value per share (the “Founder Shares”), up to 562,500 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units of the Company (the “Units”) do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
REGISTRATION RIGHTS AGREEMENT WESTERN ACQUISITION VENTURES CORP.Registration Rights Agreement • January 14th, 2022 • Western Acquisition Ventures Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 11, 2022, is made and entered into by and among each of Western Acquisition Ventures Corp., a Delaware corporation (the “Company”), Western Acquisition Ventures Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, including, without limitation, A.G.P./Alliance Global Partners, Inc., a Delaware corporation (each, a “Holder” and collectively, the “Holders”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • January 14th, 2022 • Western Acquisition Ventures Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of January 11, 2022 (“Agreement”), by and among Western Acquisition Ventures Corp., a Delaware corporation (“Company”), each stockholder of the Company listed on Exhibit A hereto (the “Stockholders” and each, a “Stockholder”), and American Stock Transfer & Trust Company, a New York limited purpose trust company (“Escrow Agent”).
WESTERN ACQUISITION VENTURES CORP. SUBSCRIPTION AGREEMENT FOR PRIVATE PLACEMENT UNITSSubscription Agreement for Private Placement Units • January 14th, 2022 • Western Acquisition Ventures Corp. • Blank checks • New York
This SUBSCRIPTION AGREEMENT FOR PRIVATE PLACEMENT UNITS (this “Agreement”) is made as of the 11th day of January, 2022, by and between Western Acquisition Ventures Corp., a Delaware corporation (the “Company”), having its principal place of business at 42 Broadway, 12th Floor, New York, New York 10004, and the subscriber set forth on Schedule A hereto (the “Subscriber”).
Western Acquisition Ventures Corp. New York, New York 10004 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • January 14th, 2022 • Western Acquisition Ventures Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you by the undersigned (each signatory, an “Insider”) in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into, or proposed to be entered into, by and between Western Acquisition Ventures Corp., a Delaware corporation (the “Company”), and A.G.P./Alliance Global Partners, as the representative of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Offering”) of up to 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one warrant (each, a “Warrant”) entitling the holder thereof to purchase one share of Common Stock at a price of $11.50 per whole share, subject to adjustment. The Units will be sold in the Public Offering will be registered under the
REGISTRATION RIGHTS AGREEMENT WESTERN ACQUISITION VENTURES CORP.Registration Rights Agreement • October 20th, 2021 • Western Acquisition Ventures Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2021, is made and entered into by and among each of Western Acquisition Ventures Corp., a Delaware corporation (the “Company”), Western Acquisition Ventures Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, including, without limitation, A.G.P./Alliance Global Partners, Inc., a Delaware corporation (each, a “Holder” and collectively, the “Holders”).
FORM OF SPONSOR SUPPORT AGREEMENTForm of Sponsor Support Agreement • December 7th, 2022 • Western Acquisition Ventures Corp. • Blank checks
This SPONSOR SUPPORT AGREEMENT (this “Agreement”), dated as of [●], 2022, is by and among WESTERN ACQUISITION VENTURES SPONSOR LLC, a Delaware limited liability company (“Sponsor”), WESTERN ACQUISITION VENTURES CORP., a Delaware corporation (“Parent”), and CYCURION INC., a Delaware corporation (the “Company”).
FORM OF PARENT SUPPORT AGREEMENTForm of Parent Support Agreement • December 7th, 2022 • Western Acquisition Ventures Corp. • Blank checks
This PARENT SUPPORT AGREEMENT (this “Agreement”), dated as of [●], 2022, is by and among WESTERN ACQUISITION VENTURES CORP., a Delaware corporation (“Parent”), CYCURION INC., a Delaware corporation (the “Company”) and the undersigned (“Stockholder”).
FORM OF STOCKHOLDER SUPPORT AGREEMENTForm of Stockholder Support Agreement • December 7th, 2022 • Western Acquisition Ventures Corp. • Blank checks
This STOCKHOLDER SUPPORT AGREEMENT (this “Agreement”), dated as of [●], 2022, is by and among WESTERN ACQUISITION VENTURES CORP., a Delaware corporation (“Parent”), CYCURION, INC. INC., a Delaware corporation (the “Company”), and the undersigned (“Stockholder”).
EMPLOYMENT AGREEMENT THIS AGREEMENT, with an effective date (“Effective Date”) of October 1, 2023 (the “Agreement”), is by and between Cycurion, Inc. (the “Company”), and Jeffrey T. Hunter (the “Executive”). The Company and Executive are referred to...Employment Agreement • November 2nd, 2023 • Western Acquisition Ventures Corp. • Services-computer programming services • Virginia
FORWARD SHARE PURCHASE AGREEMENTForward Share Purchase Agreement • April 20th, 2023 • Western Acquisition Ventures Corp. • Services-computer programming services • Delaware
This Forward Share Purchase Agreement (this “Agreement”) is entered into as of January 10, 2023, by and among (i) Western Acquisition Ventures Corp., a Delaware corporation (“WAV”), (ii) Cycurion, Inc., a Delaware corporation (“Cycurion”), and (iii) Alpha Capital Anstalt ( the “Investor”). Each of WAV, Cycurion, and Investor is individually referred to herein as a “Party” and collectively as the “Parties”.
Amendment No. 2 to Loan Agreement April 4, 2024 This agreement (this "Amendment") is between Western Acquisition Ventures Corp., a Delaware corporation (the "Borrower"), and Cycurion, Inc., a Delaware corporation (the "Holder"), and acts to amend the...Loan Agreement • April 26th, 2024 • Western Acquisition Ventures Corp. • Services-computer programming services • Delaware
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT AXXUM TECHNOLOGIES LLC KAE HOLDINGS, INC. CLOUDBURST SECURITY LLC and MAINSTREET BANK Dated as of April 18, 2019Loan and Security Agreement • February 13th, 2023 • Western Acquisition Ventures Corp. • Blank checks • Virginia
This Amended And Restated Loan and Security Agreement (“Agreement”) is dated this 18th day of April, 2019, by and among AXXUM TECHNOLOGIES LLC, a Virginia limited liability company (“Axxum”), KAE HOLDINGS, INC., a Delaware corporation (“KAE”), CLOUDBURST SECURITY LLC, a Virginia limited liability company (“Cloudburst”; together with Axxum, KAE and each Subsidiary (as defined below) that becomes a party to this Agreement in accordance with the provisions set forth below, individually and collectively, “Borrower”), and MAINSTREET BANK (“Lender”).
Amendment No. 3 to Loan Agreement May 3, 2024Loan Agreement • May 13th, 2024 • Western Acquisition Ventures Corp. • Services-computer programming services • Delaware
This agreement (this “Amendment”) is between Western Acquisition Ventures Corp., a Delaware corporation (the “Borrower”), and Cycurion, Inc., a Delaware corporation (the “Holder”), and acts to amend the Term Note between Borrower and Holder (the “Loan Agreement”), dated July 2023.
AGREEMENT AND PLAN OF MERGER dated as of November 21, 2022 by and among WESTERN ACQUISITION VENTURES CORP., WAV MERGER SUB, INC., and CYCURION, INC. and Emmit McHenry, solely in his capacity as the Stockholder RepresentativeAgreement and Plan of Merger • December 7th, 2022 • Western Acquisition Ventures Corp. • Blank checks • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of November 21, 2022, is entered into by and among Western Acquisition Ventures Corp., a Delaware corporation (prior to the Effective Time, “Acquiror” and, at and after the Effective Time, “PubCo”), WAV Merger Sub, Inc., a Delaware corporation (“Merger Sub”), Cycurion, Inc., a Delaware corporation (the “Company”), and [Emmit McHenry] (the “Stockholder Representative”), solely in [his] capacity as the Stockholder Representative pursuant to the designation in Section 11.16. Acquiror, Merger Sub and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”. Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings set forth in Article I of this Agreement.
FORM OF AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 11th, 2024 • Western Acquisition Ventures Corp. • Services-computer programming services
This Amendment No. 1 (this “Amendment”), dated as of [ ], 2024, to the Investment Management Trust Agreement (the “Trust Agreement”) is made by and between Western Acquisition Ventures Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
Amendment No. 1 to Loan Agreement January 26, 2024Loan Agreement • January 30th, 2024 • Western Acquisition Ventures Corp. • Services-computer programming services • Delaware
This agreement (this "Amendment") is between Western Acquisition Ventures Corp., a Delaware corporation (the “Borrower”), and Cycurion, Inc., a Delaware corporation (the “Holder”), and acts to amend the Loan Agreement between Borrower and Holder (the “Loan Agreement”), dated July 2023.
WESTERN ACQUISITION VENTURES CORP.Western Acquisition Ventures Corp. • March 31st, 2023 • Services-computer programming services
Reference is made to that certain Underwriting Agreement dated January 11, 2022 (the “Fee Agreement”) between Western Acquisition Ventures Corp. (the “Company”), and A.G.P./Alliance Global Partners, as representative of the underwriters named therein (“AGP”), and that certain Business Combination Marketing Agreement, dated January 11, 2022, between the Company, and AGP pursuant to which, the Company acknowledges aggregate indebtedness to AGP of deferred fees totaling $5,175,000 (the “Fees”), due upon the Company completing its initial business combination (the “Business Combination”) with Cycurion, Inc. (“Cycurion”), and in connection with the evaluation of other potential business combinations. Within fifteen (15) days of closing of the Business Combination, the Company, and Cycurion shall cause the post-business combination company (the “Combined Company”), to issue to AGP, 250,000 shares (the “Shares”) of common stock of the Combined Company (the “Common Stock”) in full satisfaction
FORM OF AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 12th, 2024 • Western Acquisition Ventures Corp. • Services-computer programming services
This Amendment No. 1 (this “Amendment”), dated as of [ ], 2024, to the Investment Management Trust Agreement (the “Trust Agreement”) is made by and between Western Acquisition Ventures Corp., a Delaware corporation (the “Company”), and Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company, LLC), a New York limited liability trust company (the “Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
FORM OF AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 2nd, 2024 • Western Acquisition Ventures Corp. • Services-computer programming services
This Amendment No. 1 (this “Amendment”), dated as of [ ], 2024, to the Investment Management Trust Agreement (the “Trust Agreement”) is made by and between Western Acquisition Ventures Corp., a Delaware corporation (the “Company”), and Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company, LLC), a New York limited liability trust company (the “Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security • February 13th, 2023 • Western Acquisition Ventures Corp. • Blank checks
This SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (“Amendment”) is dated as of June 29, 2020, by and among AXXUM TECHNOLOGIES LLC, a Virginia limited liability company (“Axxum”), KAE HOLDINGS, INC., a Delaware corporation (“KAE”), CLOUDBURST SECURITY LLC, a Virginia limited liability company (“Cloudburst”; together with Axxum and KAE, individually and collectively, “Borrower”), and MAINSTREET BANK (“Lender”).
TERM NOTETerm Note • January 30th, 2024 • Western Acquisition Ventures Corp. • Services-computer programming services • Delaware
FOR VALUE RECEIVED, Western Acquisition Ventures Corp., a Delaware corporation (the “Borrower”), hereby promises to pay to Cycurion, Inc., a Delaware corporation (the “Holder”), or its successors in interest, on order, the sum of Two Hundred Thousand Dollars ($200,000.00) (the “Principal Amount”), together with any accrued and unpaid interest hereon, on the date of closing of the business combination (the “Business Combination”) of the Borrower and the Holder (the “Maturity Date”), if not sooner paid.
Extension of LOIWestern Acquisition Ventures Corp. • January 30th, 2024 • Services-computer programming services
The Term Sheet effective as of April 25, 2023 and extended as of November 29, 2023, is between Cycurion Inc, a Delaware corporation, (the “Buyer”), with principal offices located at 1749 Old Meadow Road, Suite 500, McLean Virginia 22102 on the one hand, and SLG Innovation, Inc., an Illinois corporation (the “Company”) with principal offices located at 110 North Wacker Drive, Suite 2500, Chicago, Illinois 60606 and the holders of a majority of the outstanding capital stock of the Company (the “Majority Shareholders”) have agreed to extend the termination date of the Binding term sheet to April 30, 2024. The date set forth in Term Sheet of November 30, 2023 is hereby extended to April 29, 2024. With the extension, the shareholders of SLG will receive an additional $1MM of Buyer Common Stock. Buyer Common Stock will be granted as Preferred Convertible Stock to be allocated within the first 18 months from the date of the go-public transaction.
OMNIBUS CONTRIBUTION AND EXCHANGE AGREEMENTOmnibus Contribution and Exchange Agreement • November 2nd, 2023 • Western Acquisition Ventures Corp. • Services-computer programming services • Delaware
This OMNIBUS CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”) is made as of November [*], 2023, by and among Western Acquisition Ventures Corp., a Delaware corporation (“Old Western”), and each of the stakeholders of Cycurion, Inc., a Delaware corporation (“Old Cycurion”), who is a signatory hereto (each, a “Stakeholder”; and, collectively, the “Stakeholders”). Old Western and the Stakeholders are collectively referred to herein as the “Parties.”
Extension of LOIWestern Acquisition Ventures Corp. • May 13th, 2024 • Services-computer programming services
The Term Sheet effective as of April 25, 2023 and extended as of November 29, 2023, is between Cycurion Inc, a Delaware corporation, (the “Buyer”), with principal offices located at 1640 Boro Place, Fourth Floor, McLean, Virginia 22102 on the one hand, and SLG Innovation, Inc., an Illinois corporation (the “Company”) with principal offices located at 110 North Wacker Drive, Suite 2500, Chicago, Illinois 60606 and the holders of a majority of the outstanding capital stock of the Company (the “Majority Shareholders”) have agreed to extend the termination date of the Binding term sheet to June 30, 2024. The date set forth in Term Sheet of November 30, 2023 is hereby extended to June 30, 2024.
Extension of RCR LOIWestern Acquisition Ventures Corp. • January 30th, 2024 • Services-computer programming services
The Term Sheet effective as of April 25, 2023, and extended as of November 29, 2023, is between Cycurion Inc, a Delaware corporation, (the “Buyer”), with principal offices located at 1749 Old Meadow Road, Suite 500, McLean Virginia 22102 on the one hand, and RCR Technology Corporation, an Indiana corporation (the “Seller”) with principal offices located at 9450 N. Meridian Street, Suite 300 Indianapolis, Indiana 46260. The Parties have agreed to extend the termination date of the Binding term sheet to April 30, 2024. The date set forth in the Term Sheet of November 30, 2023, is hereby extended to April 29, 2024.
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER dated as of April 26, 2024 by and among WESTERN ACQUISITION VENTURES CORP., WAV MERGER SUB, INC., and CYCURION, INC. and Emmit McHenry, solely in his capacity as the Stockholder RepresentativeAgreement and Plan of Merger • April 30th, 2024 • Western Acquisition Ventures Corp. • Services-computer programming services • Delaware
This Amended and Restated Agreement and Plan of Merger (this “Agreement”), dated as of April 26, 2024, is entered into by and among Western Acquisition Ventures Corp., a Delaware corporation (prior to the Effective Time, “Acquiror” and, at and after the Effective Time, “PubCo”), WAV Merger Sub, Inc., a Delaware corporation (“Merger Sub”), Cycurion, Inc., a Delaware corporation (the “Company”), and Emmit McHenry (the “Stockholder Representative”), solely in his capacity as the Stockholder Representative pursuant to the designation in Section 11.16. Acquiror, Merger Sub and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”. Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings set forth in Article I of this Agreement.
ContractWestern Acquisition Ventures Corp. • November 2nd, 2023 • Services-computer programming services
LOCK-UP AGREEMENTLock-Up Agreement • December 7th, 2022 • Western Acquisition Ventures Corp. • Blank checks
THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of November [-], 2022 by and between [name of stockholder] (the “Holder”), and Western Acquisition Ventures Corp., a Delaware corporation (the “Parent”), WAV Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Cycurion, Inc., a Delaware corporation (the “Company”).
