Form 8-K

8-K — Quantum Cyber N.V.

Accession: 0001213900-26-068778

Filed: 2026-06-15

Period: 2026-06-11

CIK: 0001874252

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Entry into a Material Definitive Agreement

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0294736-8k_quantum.htm (Primary)

EX-10.1 — INTELLECTUAL PROPERTY LICENSE AGREEMENT, DATED AS OF JUNE 11, 2026, BY AND BETWEEN QUANTUM CYBER N.V. AND PROJECT LIGHTSHIFT (ea029473601ex10-1.htm)

EX-10.2 — FORM OF VOTING AGREEMENT, DATED AS OF JUNE 11, 2026, BY AND BETWEEN QUANTUM CYBER N.V. AND PROJECT LIGHTSHIFT (ea029473601ex10-2.htm)

EX-99.1 — PRESS RELEASE, DATED JUNE 15, 2026 (FURNISHED PURSUANT TO ITEM 7.01 OF FORM 8-K). (ea029473601ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported):

June 11, 2026

Quantum Cyber N.V.

(Exact Name of Registrant as Specified in its

Charter)

The Netherlands

001-41010

N/A

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

1501 Belvedere Road Suite 500, West Palm Beach,

FL 33406

(Address of Principal Executive Offices) (Zip

Code)

+1 (561) 562-4111

(Registrant’s telephone number,

including area code)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General

Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b)

of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange On Which Registered

Ordinary Shares, nominal value €0.01 per share

QUCY

Nasdaq Capital Market

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2

of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement

Intellectual Property License Agreement with Project LightShift

On June 11, 2026 (the “Effective Date”),

the Company entered into an Intellectual Property License Agreement (the “License Agreement”) with Project LightShift, a Florida

Corporation (“LightShift”), pursuant to which LightShift has granted to the Company a license to use certain intellectual

property owned or controlled by LightShift (collectively, the “Licensed Technology”), including patents, patent applications,

trademarks, trade secrets, know-how, and other technology as related to quantum antenna systems and related products and services integrated

into or designed for unmanned aerial vehicles and drone platforms, the manufacture, use, offer for sale, sale, importation, or other exploitation

of which utilizes or incorporates any Licensed Technology, in each case regardless of form factor, configuration, branding, or generation.

The license granted under the License Agreement is limited to quantum antenna systems integrated into or designed for unmanned aerial

vehicles and drone platforms used in defense and national security applications (the “Licensed Field of Use”).

As consideration for the license and rights granted

under the License Agreement, and subject to the satisfaction of certain conditions precedent, the Company has agreed to pay and/or grant,

as applicable, to LightShift: (a) $1,000,000 in cash, payable in installments pursuant to the terms of the License Agreement and subject

to certain acceleration conditions and (b) restricted ordinary shares of the Company, having an aggregate value of $5,000,000 (the “Consideration

Shares”) to be issued on a quarterly basis over eight equal installments and subject to certain lock-up provisions, with a six-month

lock-up period and a 2% weighted average daily trading volume of the Consideration Shares. Additionally, LightShift shall use commercially

reasonable efforts as a company in the defense sector would use to research, develop, and commercialize national-defense related products

to deliver a demonstrable prototype of the Licensed Technology (the “Prototype”) by December 31, 2026, and upon successful

demonstration of the Prototype, the Company shall have an exclusive 120 day right of first negotiation to be negotiated in good faith

for a joint venture, royalty arrangement, or other commercial arrangement, covering the further commercialization of the Licensed Technology

within the Licensed Field of Use. Additionally, pursuant to the terms of the License Agreement, Nadab Akhtar shall be appointed as a Special

Advisor to Company on quantum technologies.

The License Agreement is effective as of the Effective

Date and will continue in full force and effect in perpetuity unless earlier terminated. The Company may terminate the License Agreement

at any time without cause upon 30 business days’ written notice. Either party may terminate the License Agreement for material breach

upon 90 days’ written notice, subject to cure. Additionally, if LightShift fails to deliver certain monthly developmental reports,

or fails to deliver the Prototype by March 31, 2027, the Company shall have the right, in its sole discretion, to terminate the License

Agreement for material breach by LightShift. If the License Agreement is terminated, all unvested Consideration Shares shall be automatically

forfeited and returned to the Company. Notwithstanding the foregoing, in the event the License Agreement is terminated due to LightShift’s

material breach pursuant to the terms of the License Agreement, (i) all unvested Consideration Shares shall immediately and automatically

be clawed back and returned to the Company for cancellation without any further consideration or action by either party and (ii) the Company

shall have the right, exercisable in its sole discretion by written notice to LightShift within 90 days following such termination, to

repurchase all vested Consideration Shares then held by LightShift at a price equal to$ 0.001 per share as liquidated damages.

The License Agreement also contains customary

representations and warranties, indemnification provisions, confidentiality obligations, and intellectual property protection under Section

365(n) of the U.S. Bankruptcy Code.

The foregoing description of the License Agreement

does not purport to be complete and is qualified in its entirety by reference to the full text of the License Agreement, which is filed

hereto as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Voting Agreement with LightShift

On June 11, 2026, in connection with the entry

into the License Agreement, the Company entered into a voting agreement (the “Voting Agreement”) with LightShift, pursuant

to which LightShift has agreed to vote, at any duly called meeting of shareholders of the Company, all of its ordinary shares issued pursuant

to the License Agreement, together with any shares held as of the date of the Voting Agreement or otherwise acquired in the future by

LightShift, in favor of any proposal recommended for approval by the Board of Directors of the Company.

The foregoing description of the Voting Agreement

does not purport to be complete and is qualified in its entirety by reference to the full text of the form of the Voting Agreement, which

is filed hereto as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On June 15, 2026, the Company issued a press release

announcing the entry into the License Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by

reference herein.

The information in this Current Report on Form

8-K (including Exhibit 99.1 attached hereto) is being furnished pursuant to Item 7.01 and shall not be deemed to be filed for purposes

of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities

of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or

the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.

Exhibit

10.1*

Intellectual Property License Agreement, dated as of June 11, 2026, by and between Quantum Cyber N.V. and Project LightShift.

10.2

Form of Voting Agreement, dated as of June 11, 2026, by and between Quantum Cyber N.V. and Project LightShift.

99.1

Press Release, dated June 15, 2026 (furnished pursuant to Item 7.01 of Form 8-K).

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

Certain of the schedules (and similar attachments) to this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation

S-K under the Securities Act of 1933, as amended, because they do not contain information material to an investment or voting decision

and that information is not otherwise disclosed in the exhibit or the disclosure document. The registrant hereby agrees to furnish a

copy of all omitted schedules (or similar attachments) to the SEC upon its request.

SIGNATURES

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

Quantum Cyber N.V.

By:

/s/ William Caragol

Name:

William Caragol

Title:

Chief Financial Officer

Dated: June 15, 2026

EX-10.1 — INTELLECTUAL PROPERTY LICENSE AGREEMENT, DATED AS OF JUNE 11, 2026, BY AND BETWEEN QUANTUM CYBER N.V. AND PROJECT LIGHTSHIFT

EX-10.1

Filename: ea029473601ex10-1.htm · Sequence: 2

Exhibit 10.1

Intellectual

Property License Agreement

This

Intellectual Property License Agreement (“Agreement”), dated as of June 11, 2026 (the “Effective Date”),

is by and between Project LightShift, Inc., a Florida corporation, with offices located at 4040 NE 2nd Avenue #7D, Miami, Florida 33137

(“Licensor” or “PLS”), and Quantum Cyber N.V., a public company organized under the laws of the

Netherlands and listed on the Nasdaq Capital Market (NCM: QUCY), with offices located at 1501 Belvedere Road Suite 500, West Palm Beach,

FL, 33406 (“Licensee” or “Quantum”) (collectively, the “Parties,” or each, individually,

a “Party”).

WHEREAS,

Licensor owns all right, title, and interest in and has the right to license to Licensee the Licensed Technology (as defined below);

WHEREAS,

Licensee wishes to use the Licensed Technology in the Territory within the Licensed Field of Use (as defined below) and Licensor is willing

to grant to Licensee a license to and under the Licensed Technology on the terms and conditions set out in this Agreement; and

WHEREAS,

Licensee desires to obtain a license to the Licensed Technology for the purpose of developing, manufacturing, and commercializing, and

otherwise deploying, quantum antenna systems for drone applications, subject to the terms and conditions set forth herein.

NOW,

THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration,

the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definitions.

For purposes of this Agreement, the following terms have the following meanings:

“Action”

has the meaning set forth in Section 12.1.

“Affiliate”

of a Person means any other Person that, at any time during the Term, directly or indirectly, through one or more intermediaries, controls,

is controlled by, or is under common control with, such Person. The term “control” for purposes of this Agreement means the

power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities,

by contract, or otherwise, and “controlled by” and “under common control with” have correlative meanings.

“Agreement”

has the meaning set forth in the preamble.

“Bankruptcy Code” has the meaning set forth in Section 14.1.

“Business

Day” means a day other than a Saturday, Sunday, or other day on which commercial banks in New York, NY are authorized or required

by Law to be closed for business.

“Change

of Control” means (i) any merger, consolidation, or other business combination of Licensee with or into another entity in

which the holders of Licensee’s outstanding voting securities immediately prior to such transaction hold less than fifty

percent (50%) of the outstanding voting securities of the surviving or resulting entity, (ii) any sale, lease, exchange, or other

transfer of all or substantially all of the assets of Licensee, or (iii) any acquisition by a Person or group of Persons of

beneficial ownership of more than fifty percent (50%) of the outstanding voting securities of Licensee.

“Commercial

Sales” means all sales, transfers, or other dispositions of services or products related to or embodying Improvements by Licensor,

its Affiliates, or Sublicensees to third parties in bona fide arm’s-length transactions in the Territory, including sales made

through distributors, resellers, or agents. Commercial Sales shall not include: (a) transfers of any products between Licensor and its

Affiliates or between Affiliates (provided that a subsequent sale to a third party by such Affiliate shall constitute a Commercial Sale);

or (b) the provision of replacement services or products under warranty obligations at no additional charge to the customer.

“Confidential

Information” means all non-public, confidential, or proprietary information of the Disclosing Party, whether in oral, written,

electronic, or other form or media, whether or not such information is marked, designated, or otherwise identified as “confidential”,”

and includes the terms and existence of this Agreement. Confidential Information does not include information that the Receiving Party

can demonstrate by documentation: (w) was already known to the Receiving Party without restriction on use or disclosure prior to receipt

of such information directly or indirectly from or on behalf of the Disclosing Party; (x) was or is independently developed by the Receiving

Party without reference to or use of any Confidential Information; (y) was or becomes generally known by the public other than by breach

of this Agreement by, or other wrongful act of, the Receiving Party; or (z) was received by the Receiving Party from a third party who

was not, at the time of receipt, under any obligation to the Disclosing Party or any other Person to maintain the confidentiality of

such information.

“Disclosing

Party” has the meaning set forth in Section 9.1.

“Effective Date” has the meaning set forth in the preamble.

“Field

of Use” means the development, manufacture, and commercialization and other deployment of quantum antenna systems integrated

into or designed for unmanned aerial vehicles and drone platforms used in defense and national security applications. All rights to the

Licensed Technology outside the Field of Use are expressly reserved by Licensor.

“Governmental

Authority” means any federal, state, national, supranational, local, or other government, whether domestic or foreign, including

any subdivision, department, agency, instrumentality, authority (including any regulatory authority), commission, board, or bureau thereof,

or any court, tribunal, or arbitrator.

“Improvement”

means any modification of or improvement or enhancement to the Licensed Technology, whether or not patentable or susceptible to any

form of intellectual property protection, including any new technology, know-how, processes, software, designs, or other

developments related to or derived from the Licensed Technology.

“Intellectual

Property Rights” means any and all rights, title, and interest in and to intellectual property, whether protected, created,

or arising under the laws of the United States or any other jurisdiction, including: (a) patents, patent applications, patent disclosures,

and all related continuations, continuations-in-part, divisionals, reissues, re-examinations, substitutions, and extensions thereof;

(b) trademarks, service marks, trade names, trade dress, logos, corporate names, domain names, and other source identifiers, together

with all goodwill associated therewith; (c) copyrights, works of authorship, and moral rights; (d) trade secrets, know-how, inventions,

processes, techniques, methodologies, and other confidential or proprietary information; (e) mask works and semiconductor topography

rights; (f) database rights; (g) rights of publicity and privacy; (h) all registrations, applications, renewals, extensions, and reversions

of the foregoing; and (i) all other intellectual property rights and proprietary rights, however denominated, throughout the world.

“Indemnitee”

has the meaning set forth in Section 12.1.

“Law”

means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement

or rule of law of any federal, state, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal

of competent jurisdiction.

“Licensed

Patents” means (a) U.S. Provisional Patent Application No. 63/839,863, titled “Integrated Quantum Photonic Array for

Multispectral Energy Capture and Conversion,” filed July 7, 2025, and all non-provisional applications or other patent

applications including such subject matter, including without limitation all continuations, continuations-in-part, divisionals,

extensions, substitutions, reissues, re-examinations, renewals of any of the foregoing, and all patent rights directed to any

Improvement; and foreign counterparts of any of the foregoing, (b) all patents issuing from the foregoing patent applications, (c)

any patents in the Territory issuing from any applications that claim domestic benefit or foreign priority from any of the patents

or patent applications identified in subsection (a) or from which any of the patents or patent applications identified in subsection

(a) claim domestic benefit or foreign priority. Schedule 1 will be amended from time-to-time during the Term to include all Licensed

Patents owned, co-owned, or controlled by Licensor that cover or incorporate any Improvements.

“Licensed

Products” means all quantum antenna systems and related products and services integrated into or designed for unmanned aerial

vehicles and drone platforms, the manufacture, use, offer for sale, sale, importation, or other exploitation of which utilizes or incorporates

any Licensed Technology, in each case regardless of form factor, configuration, branding, or generation.

“Licensee”

has the meaning set forth in the preamble.

“Licensor” has the meaning set forth in the preamble.

“Losses”

means all losses, damages, liabilities, costs, and expenses, including reasonable attorneys’ fees and other litigation costs.

“Licensed

Technology” means, collectively, (a) the Licensed Patents, (b) the quantum photonic array technology, as described for example

in the Licensed Patents, and (c) all related trade secrets, know-how, technical data, designs, specifications, software, firmware, hardware

designs, manufacturing processes, and other proprietary information owned or controlled by Licensor or its Affiliates as of the Effective

Date or during the Term that is necessary or useful for Licensee to make, use, offer for sale, sell, import, or otherwise exploit the

Licensed Products within the Licensed Field of Use in the Territory, in each case whether existing as of the Effective Date or developed

or acquired by Licensor or its Affiliates at any time during the Term.

“Net

Revenues” means, with respect to any Commercial Sale, the gross amounts invoiced or received by Licensor, its Affiliates, or

sublicensees for such Commercial Sale, less the following deductions to the extent actually incurred, allowed, or accrued in accordance

with generally accepted accounting principles consistently applied: (a) trade discounts, quantity discounts, and rebates actually granted

and taken; (b) credits, allowances, and refunds for returned, rejected, or recalled products or services embodying or related to the

Improvement(s); (c) freight, shipping, handling, insurance, and customs duties charges included in the invoiced amount; (d) sales, use,

value-added, excise, and other similar taxes, tariffs, and governmental charges imposed on such sale (excluding income taxes assessed

on Licensor’s net income); and (e) uncollectible accounts, to the extent previously included in Net Revenues, written off in accordance

with Licensor’s standard accounting practices (provided that if any such amounts are subsequently collected, they shall be included

in Net Revenues for the quarter in which collected).

“Party”

has the meaning set forth in the preamble.

“Person(s)”

means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization,

trust, association, or other entity.

“Receiving

Party” has the meaning set forth in Section 9.1.

“Representatives”

means a Party’s and its Affiliates’ employees, officers, directors, consultants, and legal advisors.

“Sublicensee”

means any Person that is granted a sublicense, in whole or in part, by Licensee under this Agreement.

“Subsidiary”

of a Person means a corporation, partnership, limited liability company, or other business entity that is controlled by such Person,

and “control” has the meaning given to it in the definition of “Affiliate”.

“Term”

has the meaning set forth in Section 13.1.

“Technology”

means any information, data, materials, discovery, invention, idea, process, protocol, techniques, formulation, know-how, trade secret,

method, development, enhancement, modification, improvement, work of authorship, computer software (including source code and object

code), material, or sample, and documentation of any of the foregoing (including any records, data, concepts, information, designs, programs,

formulae, or writings), in each case whether patentable or not, or susceptible to copyright, trade secret, or any other form of legal

protection under applicable Law (including regulations).

“Territory”

means worldwide.

“Valid

Claim” means, on a country-by-country basis, a claim of an unexpired issued or granted Licensed Patent, as long as the claim

has not been admitted by Licensor or otherwise caused to be invalid or unenforceable through reissue, disclaimer, or otherwise, or held

invalid or unenforceable by a Governmental Authority of competent jurisdiction from whose judgment no appeal is allowed or timely taken.

Grant.

2.1 Scope

of Grant. Subject to the terms and conditions of this Agreement (including Licensee’s satisfaction of the funding obligations

set forth in Section 4), Licensor, on behalf of itself and its Affiliates, hereby grants to Licensee and its Affiliates during the Term

an exclusive (even as to Licensor), irrevocable, royalty-free right and license under the Licensed Technology and all associated Intellectual

Property Rights to make, have made, use, offer to sell, sell, import, and otherwise exploit Licensed Products within the Licensed Field

of Use in the Territory. For the avoidance of doubt, all rights to the Licensed Technology outside the Licensed Field of Use are expressly

reserved by Licensor.

2.2 Restrictions

on Licensor. Licensor shall not, and shall not grant others the right to make, use, offer to sell, sell, import, or otherwise exploit

Licensed Products or Licensed Technology within the Licensed Field of Use during the Term in the Territory.

2.3 Sublicensing.

Licensee may not grant sublicenses under the Licensed Technology within the Licensed Field of Use without Licensor’s consent, which

shall not be unreasonably withheld, conditioned, or delayed. The terms of any sublicense to a third party, including revenue sharing,

shall be subject to prior written agreement between the Parties.

2.4 Licensed

Field of Use Limitation. The license granted under Section 2.1 is limited solely to the Licensed Field of Use. Licensee shall not

use the Licensed Technology for any purpose outside the Licensed Field of Use without the prior written consent of Licensor.

Improvements.

3.1 Notice

of Improvements. If Licensor develops any Improvement or files a patent application anywhere in the Territory for any

Improvement, Licensor shall provide written notice to Licensee within twenty (20) Business Days after the development or filing

date, as applicable, with such details of the Improvement as Licensee reasonably requires to effectively evaluate the Improvement.

Said evaluation by Licensee shall not carry any duty, obligation, enforcement action, enforcement obligation or any lack thereof, or

the Licensee’s right to register said Improvement.

3.2 License

to Improvements. All Improvements developed or acquired by Licensor or its Affiliates during the Term shall automatically be included

in the Licensed Technology and subject to the license granted under Section 2.1, without the requirement of any additional consideration,

filing, or action by either Party and regardless of whether such Improvement is patentable or otherwise protectable under any intellectual

property Laws. To the extent any Improvement is the subject of a patent application, such patent application will be deemed a Licensed

Patent effective upon filing. For the avoidance of doubt, all the foregoing Improvements by Licensor, shall be owned by Licensor and

included within the license granted hereunder, except as otherwise agreed in writing by the Parties or as provided in Section 3.3.

3.3 No

Grant-Backs. All right, title, and interest in any Improvement conceived, made, or reduced to practice by Licensee during the Term

of this Agreement, and all Intellectual Property Rights claiming any such Improvements, will:

(a)

as between the Parties, remain the sole and exclusive property of Licensee; and

(b) not

be licensed to Licensor, unless the parties otherwise specifically agree in writing.

3.4 Jointly

Developed Technology. Any Improvement that would, but for the provisions of this Agreement, be deemed to be jointly invented or authored

by the Parties (i) based upon “inventorship” according to the principles of United States patent law; (ii) based upon authorship

according to the principles of U.S. copyright law; and (iii) other applicable Law in the U.S. for non-patentable Intellectual Property,

shall in all cases, along with any Intellectual Property Rights resulting from or embodying such Improvement, be jointly owned by the

Parties. For the sake of clarity, as provided in Section 3.2, Licensor’s rights in any such jointly developed Improvement shall

automatically be included in the Licensed Technology and Licensed Patents and shall be subject to the license granted under Section 2.1,

and Licensee’s rights in any such jointly developed Improvement during the Term will be subject to Section 3.3.

Any

jointly owned or authored improvement outside the Field of Use under the present Agreement shall be subject to a separate Jointly

Developed Technology Agreement (“JDTA”); provided, however, that all licenses, rights of use, commercialization

rights, sublicensing rights, and other rights granted in the Field of Use under this Agreement shall automatically extend to and

include such Jointly Developed Technology unless expressly modified in an applicable JDTA. Furthermore, the expiration or

termination of this Agreement shall not affect either Party’s rights in or to any Jointly Developed Technology developed during the

Term, which rights shall thereafter be governed exclusively by any applicable JDTA. The JDTA shall establish the respective

ownership interests, economic rights, transfer rights, and post-termination obligations of the Parties with respect to such Jointly

Developed Improvements and shall survive the expiration or termination of this Agreement.

Consideration.

4.1 Upfront

Consideration. In consideration of the license and rights granted hereunder, Licensee shall pay or cause to be paid to Licensor at

the execution of this Agreement:

4.2 Cash

Payment. One Million US Dollars ($1,000,000) in cash (the “Cash Consideration”), payable in installments as follows:

(a) Five Hundred Thousand US Dollars ($500,000) payable within (5) Business days after the Effective Date of this Agreement; (b) Two

Hundred Fifty Thousand US Dollars ($250,000) payable on or before September 30, 2026; and (c) Two Hundred Fifty Thousand US Dollars ($250,000)

payable on or before December 31, 2026. If Development Reports are regularly provided as required under Section 4.6, Licensor may reasonably

request acceleration of the foregoing payment schedule by demonstrating a timely and reasonable need based on demonstrated progress to

obtain additional funding to develop the Prototype.

4.3

Share Consideration.

(a)

Licensee shall issue to the owners of Licensor newly issued restricted shares of restricted common stock of Licensee having an

aggregate value of Five Million US Dollars ($5,000,000) (the “Consideration Shares”), which Consideration Shares

shall be issued upon the execution of this Agreement subject to Section 4.3(b). The per-share price shall be determined based on the

average of the volume-weighted average prices for the Licensee’s common stock one each of the ten (10) Trading Days

immediately preceding the Effective Date. In the event that this Agreement is terminated prior to the twelve (12) month anniversary

of the Effective Date for any reason other than Licensee’s material breach, Licensor shall return to Licensee for cancellation

a pro rata portion of the Consideration Shares based on the number of full months remaining in such twelve (12) month period.

Notwithstanding anything in this Agreement to the contrary, and in addition to the provisions of Section 4.3(b), Licensor agrees

with the Licensee that during the period beginning on the Effective Date and ending on the date that is six (6) months after the

Effective Date (the “Lock-Up Period”), Licensor will not, without prior consent from the Licensee, directly or

indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to

sell, or otherwise dispose of or transfer any shares of common stock or securities convertible into or exchangeable or exercisable

for common stock of the Licensee (collectively, “Lock-Up Securities”), whether now owned or hereafter acquired by

Licensor or with respect to which such Licensor has or hereafter acquires the power of disposition, or (ii) enter into any swap or

any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of

ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Consideration Shares or

other securities, in cash or otherwise. In addition, following the expiration of the Lock-Up Period until the Licensor no longer

holds any Lock-Up Securities (the “Leak-Out Period”), Licensor shall not sell, transfer or otherwise dispose of

Lock-Up Securities on any given Trading Day in an amount exceeding 2% of the weighted average daily trading volume of the

Consideration Shares over the thirty (30) Trading Days immediately preceding such Trading Day (the “Leak-Out

Limitation”). For purposes hereof, “Trading Day” means a day on which the principal trading market for the

Licensee’s common stock is open for trading. Licensee shall take reasonable steps to ensure the removal of the restrictive

legend on any Consideration Shares when such shares are eligible for a resale exemption under applicable securities laws.

(b)

In addition to, and not in limitation of the provisions of Section 4.3(a), the Consideration Shares shall vest in eight (8) equal

quarterly installments on the following dates (each, a “Vesting Date”): September 30, 2026; December 31, 2026,

March 31, 2027; June 30, 2027; September 30, 2027; December 31, 2027, March 31, 2028 and June 30, 2028. One-eighth of the

Consideration Shares shall vest on each Vesting Date, subject to the continued effectiveness of the License Agreement as of such

Vesting Date. In the event the License Agreement is terminated for any reason prior to a Vesting Date, all Consideration Shares that

have not vested as of the effective date of such termination shall be immediately forfeited and cancelled, and Licensor shall have

no further right, title, or interest in or to such unvested Consideration Shares. Licensee shall be entitled to take all actions

necessary to effect such forfeiture and cancellation, including instructing the Licensee’s transfer agent to cancel the

unvested Consideration Shares on its books and records. The Licensor shall not assign, sell or otherwise transfer any Consideration

Shares which have not vested in accordance with this Section 4.3(b).

4.4 Exclusivity

Condition. The exclusivity of the license rights granted hereunder including under Section 2.1 shall be conditioned upon Licensee’s

satisfaction of the funding commitments set forth in Sections 4.2 and 4.3, and shall not become effective until such funding is received

by Licensor. In the event such funding is not received within ninety (90) days of December 31, 2026, the license granted under Section

2.1 shall automatically convert to a non-exclusive basis; provided, however, that Licensee shall have a sixty (60) day

cure period following written notice from Licensor of such non-receipt to complete the required funding and restore exclusivity before

Licensor is permitted to enter any agreement with a third party related to the Licensed Technology and the rights licensed under this

Agreement.

4.5 Change

of Control. In the event of a Change of Control of Licensee, the license granted under this Agreement shall not be assignable to

the acquirer or surviving entity without the prior written consent of Licensor, which consent shall not be unreasonably withheld, conditioned,

or delayed. Notice of Change of Control shall be made by the Licensee at least five (5) Business Days in advance of such proposed Change

of Control, and Licensor consent will be deemed granted at Noon Eastern five (5) Business Days after such Notice is provided, unless

Licensor has timely notified Licensee of any objection and refusal to consent. For the avoidance of doubt, a Change of Control shall

not, in and of itself, constitute grounds for termination of this Agreement, and the license granted hereunder shall remain in full force

and effect following a Change of Control, subject to the foregoing consent requirement.

4.6 Prototype

Milestone. Licensor shall use commercially reasonable efforts as a company in the defense sector would use to research, develop,

and commercialize national-defense related products to deliver a demonstrable prototype of the Licensed Technology (the

“Prototype”) by December 31, 2026. A detailed technical development plan and milestone schedule shall be attached

as Exhibit A to this Agreement and incorporated herein by reference. Licensor shall provide Licensee with monthly

written progress reports detailing the efforts and status of development activities, any Improvements, any material deviations from

the development plan of Exhibit A, and any revisions to anticipated timelines for completion of the Prototype (“Development

Reports”). If Licensor fails to deliver regular Development Reports monthly, or fails to timely deliver the Prototype

within a three (3) month grace period by March 30, 2027 (before the next quarterly Vesting Date occurs), Licensee shall have the

right, in its sole discretion, to terminate this Agreement pursuant to Section 13.2 for material breach by Licensor.

4.7 Post-Prototype

Commercial Arrangement and Royalty to Licensee for Licensor’s Further Commercialization.

(a) Upon

successful demonstration of the Prototype, Licensee shall have an exclusive one hundred twenty (120) day right of first negotiation (the

“ROFN Period”) to be negotiated in good faith for a joint venture, royalty arrangement, or other commercial arrangement,

covering the further commercialization of the Licensed Technology within the Licensed Field of Use. If the Parties do not reach a definitive

agreement within the ROFN Period, the license granted under Section 2.1 shall remain in effect on its existing terms, and Licensor shall

be free to negotiate with third parties for applications of the Licensed Technology outside the Licensed Field of Use. The terms of any

such joint venture or royalty arrangement shall be set forth in separate definitive documentation.

(b) In

any circumstance where the Cash Payment of Section 4.2 has been paid to Licensee, if Licensor successfully commercializes a product or

service related to or embodying any Improvement developed after the Effective Date of this Agreement (whether or not a successful Prototype

is demonstrated and whether or not a definitive Agreement for further commercialization is entered under Section 4.7(a)), Licensor shall

pay to Licensee a royalty equal to five percent (5%) of Net Revenues received by Licensor or its Affiliates (“Royalty”)

that are attributable to Commercial Sales of such products or services related to or embodying such Improvement. Royalties shall be calculated

and paid on a quarterly basis, within thirty (30) days following the end of each calendar quarter, accompanied by a written report setting

forth in reasonable detail the calculation of such Royalty. The Parties hereby agree such royalty will be reasonable to compensate Licensee

for its Cash Payment and other consideration provided to Licensor under this Agreement.

4.8 Special

Advisor. Concurrently with the execution of this Agreement, Nadab Akhtar shall be appointed as a Special Advisor to Licensee on

quantum technologies. This advisory role shall cover all of Licensee’s quantum technology initiatives and shall not be limited

to the Licensed Field of Use. The terms of the advisory engagement, including compensation, duration, non-competition tied to the

Licensed Technology and eventual Licensed Products, non-solicitation of Licensee’s customers, and scope of services, shall be

set forth in a separate advisory agreement executed concurrently with this Agreement.

4.9 Use

of Cash Consideration. Licensor acknowledges and agrees that the Cash Consideration received pursuant to Section 4.2 shall be used

by Licensor solely for the development, prototype delivery, enhancement, and improvement of the Licensed Technology within the Licensed

Field of Use. Licensor shall, upon reasonable request by Licensee (but no more frequently than once a month), provide reasonable documentation

evidencing the use of such funds for such purposes.

4.10 SEC

Filings. Immediately upon execution of this Agreement, Licensee and its counsel shall prepare and file a Current Report on Form 8-K

with the United States Securities and Exchange Commission for the disclosure of the transactions contemplated by this Agreement.

4.11 Audit

Rights. During the Term and for two (2) years following any termination or expiration of this Agreement, (a) Licensor shall have

the right, at its sole cost and expense and upon reasonable prior written notice, to audit Licensee’s books and records solely

to the extent necessary to verify compliance with the sublicensing and Field of Use requirements under this Agreement; and (b) Licensee

shall have the right, at its sole cost and expense and upon reasonable prior written notice, to audit Licensor’s books and records

solely to the extent necessary to evaluate proper use of the Cash Consideration provided for research and development under Section 4.2,

to verify Licensor is not violating the Field of Use restrictions of this Agreement itself or granting rights to or assisting any third

party in the licensed Field of Use, and to verify compliance with any royalties owed by Licensor under Section 4.7(c). Any such audit

shall be conducted during normal business hours and no more than once per calendar year, unless violation of any provisions of this Agreement

have been uncovered in such an audit.

[RESERVED].

Patent Prosecution and Maintenance.

6.1 Patent

Prosecution and Maintenance. Subject to Section 6.2, for each patent application and patent included within the Licensed Patents,

Licensee shall, at its sole cost and expense, prepare, file, prosecute, and maintain such Licensed Patent using reasonable care and skill.

Without limiting the foregoing, Licensee may in its discretion:

(a)

subject to Section 6.2, select and direct patent counsel of its choosing;

(b) keep

Licensor reasonably informed, as Licensee deems appropriate, of material developments in the prosecution of Licensed Patents;

reasonable request by Licensor, provide copies of material filings and correspondence with patent offices;

(d) make

decisions regarding the scope, strategy, and prosecution of Licensed Patents in its sole discretion; and

(e) notify

Licensor in writing of any decision to abandon any Licensed Patent, in accordance with section 6.2.

(f) Licensor

shall, at Licensee’s request and out-of-pocket expense, provide all reasonable cooperation and assistance in connection with the

prosecution and maintenance of the Licensed Patents, including executing all documents, instruments, and declarations reasonably necessary

to effectuate the filing, prosecution, and maintenance of the Licensed Patents.

6.2 Abandonment.

If Licensee plans to abandon any patent application or patent included within the Licensed Patents in the Territory, Licensee shall notify

Licensor in writing at least ninety (90) days in advance of the due date of any payment or other action that is required to prosecute

and maintain such Licensed Patent. Following such notice, Licensor will have the right, in its sole discretion, to assume control and

direction of the prosecution and maintenance of such Licensed Patent at its sole cost and expense in such country, and Licensor shall,

at Licensee’s request, assign to Licensee such patent application or patent. Effective as of the effective date of any such assignment

under this Section 6.2, such patent application or patent shall no longer be a Licensed Patent.

Enforcement of Licensed Patents.

7.1 Notice

of Infringement or Third-Party Claims. If either Party becomes aware of (a) any suspected infringement of any Licensed Patent by

a third party in the Territory, or (b) any claim that any Licensed Patent is invalid or unenforceable, such Party shall promptly

notify the other Party and provide it with all details of such infringement or claim, as applicable, that are known by such

Party.

7.2 Right

to Bring Action or Defend. Licensee shall have the first right, but not the obligation, to bring an infringement action to enforce

any Licensed Patent, to defend any declaratory judgment action or administrative proceeding concerning any Licensed Patent, and take

any other lawful action reasonably necessary to protect, enforce, or defend any Licensed Patent, and to control the conduct thereof.

7.3 Cooperation,

Recovery, and Settlement. In the event Licensee undertakes the enforcement or defense of any Licensed Patent in accordance with Section

7.2:

(a) Licensor

shall provide all reasonable cooperation and assistance, at Licensee’s expense, including providing access to relevant documents

and other evidence, making its employees available at reasonable business hours, and being joined as a party to such action as necessary

to establish standing;

(b) any

recovery, damages, or settlement derived from such suit, action, or other proceeding will be for the account of Licensee attorneys’ fees;

and

(c)

Licensee may settle any such suit, action, or other proceeding, whether by consent order, settlement, or other voluntary final

disposition, without the prior written approval of Licensor provided that Licensor must consent to such settlement in the event that

the validity of any Licensed Patent rights are affected, which Licensor consent shall not be unreasonably withheld, delayed, or

conditioned.

Compliance with Laws.

8.1 Patent

Marking. Licensee shall comply with the patent marking provisions of 35 U.S.C. § 287(a) by marking all Licensed Products

with the word “patent” or the abbreviation “pat.” and either the relevant Licensed Patents or a web address

that is freely accessible to the public and that lists the relevant Licensed Patents. Licensee shall comply with the patent marking

Laws of the relevant countries in the Territory.

8.2 Recordation

of License. If recordation of this Agreement or any part of it with a national or supranational Governmental Authority is necessary

or useful for Licensee to fully enjoy the rights, privileges, and benefits of this Agreement, Licensor shall, at its own expense, record

this Agreement or all such parts of this Agreement and information concerning the license granted hereunder with each such appropriate

national or supranational Governmental Authority.

Confidentiality.

9.1 Confidentiality

Obligations. Each Party (the “Receiving Party”) acknowledges that in connection with this Agreement it will gain

access to Confidential Information of the other Party (the “Disclosing Party”). As a condition to being furnished

with Confidential Information, the Receiving Party shall, during the Term and for five (5) years hereafter (except that with respect

to any trade secrets the obligations under this Section 9 shall survive indefinitely):

(a) not

use the Disclosing Party’s Confidential Information other than as strictly necessary to exercise its rights and perform its obligations

under this Agreement; and

(b) maintain

the Disclosing Party’s Confidential Information in strict confidence and, subject to Section 9.2, not disclose the Disclosing Party’s

Confidential Information without the Disclosing Party’s prior written consent, provided, however, the Receiving Party may disclose the

Confidential Information to its Representatives who:

(i) have

a need to know the Confidential Information for purposes of the Receiving Party’s performance, or exercise of its rights with respect

to such Confidential Information, under this Agreement;

(ii)

have been apprised of this restriction; and

(iii) are

themselves bound by written nondisclosure agreements at least as restrictive as those set out in this Section 9, provided further that

the Receiving Party will be responsible for ensuring its Representatives’ compliance with, and will be liable for any breach by its Representatives

of, this Section 9.

The

Receiving Party shall use reasonable care, at least as protective as the efforts it uses with respect to its own confidential information,

to safeguard the Disclosing Party’s Confidential Information from use or disclosure other than as permitted hereby.

9.2 Exceptions.

If the Receiving Party becomes legally compelled to disclose any Confidential Information, the Receiving Party shall:

(a) provide

prompt written notice to the Disclosing Party so the Disclosing Party may seek: to limit or quash the legal requirement, a protective

order or other appropriate remedy, or to waive its rights under Section 9; and

(b) disclose

only the portion of Confidential Information it is legally required to furnish.

a protective order or other remedy is not obtained, or the Disclosing Party waives compliance under Section 9, the Receiving Party shall,

at the Disclosing Party’s expense, use reasonable efforts to obtain assurance that confidential treatment will be afforded the Confidential

Information.

10.

Representations and Warranties.

10.1 Mutual

Representations and Warranties. Each Party represents and warrants to the other Party that:

(a) it

is duly organized, validly existing, and in good standing as a corporation or other entity as represented herein under the laws and regulations

of its jurisdiction of incorporation, organization, or chartering;

(b) it

has, and throughout the Term will retain, the full right, power, and authority to enter into this Agreement and to perform its obligations

hereunder;

execution of this Agreement by its representative whose signature is set forth at the end hereof has been duly authorized by all necessary

corporate action of the Party; and

(d) when

executed and delivered by such Party, this Agreement will constitute the legal, valid, and binding obligation of that Party, enforceable

against that Party in accordance with its terms.

10.2

Licensor’s Representations and Warranties. Licensor represents and warrants that:

(a) The

patents and patent applications identified on Schedule 1 and the Licensed Technology collectively constitute all of the Intellectual

Property Rights owned by Licensor or its Affiliates that are necessary or useful for Licensee, or its permitted Sublicensees, to make,

use, offer to sell, sell, import, and otherwise exploit the Licensed Products in the Territory;

(b) it

and its Affiliates are the sole and exclusive owners of the entire right, title, and interest in and to the Licensed Technology (including

the Licensed Patents),

rights to the Licensed Technology have been obtained directly from the sole inventor Wolf Kohn, who has validly assigned his entire right,

title, and interest to the foregoing, and who did not and does not have any obligation to assign, transfer, license, or otherwise give

permission regarding the Licensed Technology to any employer or any other third party;

(d) it

has, and throughout the Term will retain, the right to grant the license granted to Licensee hereunder, and it has not granted, and is

not under any obligation to grant, to any third party any license, lien, option, encumbrance, or other contingent or non-contingent right,

title, or interest in or to the Licensed Technology that conflicts with the rights and licenses granted to Licensee hereunder;

(e) Licensor

has complied in all material respects with all applicable Laws in connection with the prosecution of the Licensed Patents, including

any disclosure requirements of the United States Patent and Trademark Office and any foreign patent office, and has timely paid all filing

and renewal fees payable with respect thereto;

(f) there

is no settled, pending, or to its knowledge threatened litigation, claim, or proceeding alleging that any (x) Licensed Technology violates

the Intellectual Property Rights of any third party; or (y) Licensed Patent is invalid or unenforceable (including any interference,

nullity, opposition, inter partes, or post-grant review or similar invalidity or patentability proceedings before the United States Patent

and Trademark Office or any foreign patent office), and it has no knowledge after reasonable investigation of any factual, legal, or

other reasonable basis for any such litigation, claim, or proceeding;

(g) the

Licensed Technology is currently in development, and Licensor has not withheld any information material to the development status, technical

feasibility, or commercial readiness of the Licensed Technology.

10.3 Licensee’s

Representations and Warranties. Licensee represents and warrants to Licensor that:

(a) the

Consideration Shares, when issued and delivered in accordance with the terms of this Agreement, will be duly authorized, validly issued,

fully paid, and nonassessable, and free and clear of all liens, encumbrances, and restrictions, other than restrictions on transfer under

applicable federal and state securities laws and as set forth in this Agreement; and

(b) Licensee

has reserved from its duly authorized capital stock a sufficient number of shares for the issuance of all Consideration Shares contemplated

by this Agreement.

10.4 Licensor’s

Securities Representations and Warranties. Licensor represents and warrants to Licensee that:

(a) Licensor

is either (x) an “accredited investor” as defined in Rule 501(a) under the Securities Act of 1933, as amended (the “Securities

Act”), or (y) not a “U.S. Person” as that term is defined in Rule 902 of Regulation S promulgated under the Securities

Act and was outside of the United States at the time it was offered the Consideration Shares, will be outside of the United States when

executing this Agreement, and is not acquiring the Consideration Shares for the account or benefit of any U.S. Person;

(b) Licensor

acknowledges that the Consideration Shares have not been registered under the Securities Act or under any state securities laws and are

“restricted securities” within the meaning of Rule 144 under the Securities Act. Licensor understands that the Consideration

Shares may not be offered, sold, pledged, or otherwise transferred except pursuant to an effective registration statement under the Securities

Act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act,

and in accordance with applicable state securities laws;

acknowledges that the Consideration Shares are speculative in nature, may decline in value, and that there is no guarantee of any return

on Licensor’s receipt of the Consideration Shares. Licensor has the financial ability to bear the economic risk of holding the

Consideration Shares for an indefinite period and can afford a complete loss of its investment in the Consideration Shares; and

(d) Licensor

has conducted its own independent investigation and due diligence with respect to Licensee and the Consideration Shares, has had the

opportunity to ask questions of and receive answers from Licensee’s management concerning the financial condition, results of operations,

business, and prospects of Licensee, and has made its own assessment of and is satisfied with the merits and risks of receiving the Consideration

Shares as partial consideration under this Agreement. Licensor is not relying on any representations or warranties of Licensee other

than those expressly set forth in this Agreement.

11. Exclusion

of Consequential and Other Direct Damages. EXCEPT IN THE EVENT OF A BREACH OF SECTION 9 (CONFIDENTIALITY) OR PURSUANT TO A

PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 12, TO THE FULLEST EXTENT PERMITTED BY LAW, LICENSEE WILL NOT BE LIABLE TO

LICENSOR OR ANY OTHER PERSON FOR ANY INJURY TO OR LOSS OF GOODWILL, REPUTATION, BUSINESS PRODUCTION, REVENUES, PROFITS, ANTICIPATED

PROFITS, CONTRACTS, OR OPPORTUNITIES (REGARDLESS OF HOW THESE ARE CLASSIFIED AS DAMAGES), OR FOR ANY CONSEQUENTIAL, INCIDENTAL,

INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE, OR ENHANCED DAMAGES, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE),

STRICT LIABILITY, PRODUCT LIABILITY, OR OTHERWISE (INCLUDING THE ENTRY INTO, PERFORMANCE, OR BREACH OF THIS AGREEMENT), REGARDLESS

OF WHETHER SUCH LOSS OR DAMAGE WAS FORESEEABLE AND THE PARTY AGAINST WHOM LIABILITY IS CLAIMED HAS BEEN ADVISED OF THE POSSIBILITY

OF SUCH LOSS OR DAMAGE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED REMEDY OF ITS ESSENTIAL PURPOSE.

12.

Indemnification.

12.1 Indemnification

by Licensor. Licensor shall indemnify, defend, and hold harmless Licensee and its Affiliates, and each of Licensee’s and its Affiliates’

respective officers, directors, employees, agents, successors, and assigns (each, a “Licensor Indemnitee”) against all Losses

arising out of or resulting from any third-party claim, suit, action, or proceeding (each, an “Action”) related to or arising

out of: (a) Licensor’s breach of any representation, warranty, covenant, or obligation under this Agreement, including any misrepresentation

regarding, or failure to disclose, information within Licensor’s control or actually known to Licensor; or (b) any use of the Licensed

Technology that infringes or otherwise violates the Intellectual Property Rights of any third party.

12.2 Indemnification

by Licensee. Licensee shall indemnify, defend, and hold harmless Licensor and its Affiliates, and each of Licensor’s and its Affiliates’

respective officers, directors, employees, agents, successors, and assigns (each, a “Licensee Indemnitee”) against

all Losses arising out of or resulting from any Action related to or arising out of: (a) Licensee’s breach of any representation, warranty,

covenant, or obligation under this Agreement, including any misrepresentation regarding, or failure to disclose, information within Licensee’s

control or actually known to Licensee; or (b) Licensee’s use, commercialization, or exploitation of the Licensed Technology to the extent

such use, commercialization, or exploitation exposes Licensor to third-party claims not otherwise covered by Licensor’s indemnification

obligations under Section 12.1.

12.3 Indemnification

Procedure. The Party seeking indemnification (the “Indemnitee”) shall promptly notify the indemnifying Party (the “Indemnitor”)

in writing of any Action and cooperate with the Indemnitor at the Indemnitor’s sole cost and expense. The Indemnitor shall immediately

take control of the defense and investigation of the Action and shall employ counsel reasonably acceptable to the Indemnitee to handle

and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitor shall not settle any Action in a manner that adversely

affects the rights of any Indemnitee without the Indemnitee’s prior written consent, which consent may not be unreasonably withheld or

delayed. The Indemnitee’s failure to perform any obligations under this Section 12.3 shall not relieve the Indemnitor of its obligations

under this Section 12.3 except to the extent the Indemnitor can demonstrate that it has been materially prejudiced as a result of the

failure. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing.

12.4 Insurance.

The Parties will each maintain general liability and property insurance in an amount reasonable and customary for companies operating

in the defense sector.

13.

Term and Termination.

13.1 Term.

This Agreement is effective as of the Effective Date and, unless terminated earlier in accordance with Section 13.2, will continue in

full force and effect in perpetuity (the “Term”).

13.2

Termination.

(a) Licensee

may terminate this Agreement at any time without cause, and without incurring any additional obligation, liability, or penalty, by providing

at least thirty (30) Business Days’ prior written notice to Licensor.

(b) The

non-breaching Party may terminate this Agreement on written notice to the other Party if the other Party materially breaches this Agreement

and fails to cure such breach within ninety (90) days after receiving written notice thereof.

may terminate this Agreement at any time if (i) Licensor fails to timely deliver two (2) consecutive Development Reports or (ii) Licensor

misuses the funds provided under Section 4.2, in which case Licensor shall refund all such cash payments made and otherwise forfeit all

consideration paid or payable under this Agreement.

13.3 Effect

of Termination. Upon any termination of this Agreement: (a) Licensor shall return to Licensee all documents and tangible materials

(and any copies) containing, reflecting, incorporating, or based on Licensee’s Confidential Information; (b) Licensor shall permanently

erase Licensee’s Confidential Information from its computer systems; (c) Licensor shall certify in writing to Licensee that it

has complied with the requirements of this Section 13.3; and (d) all unvested Consideration Shares shall be automatically forfeited and

returned to Licensee for cancellation in accordance with Section 4.3. Notwithstanding the foregoing, in the event this Agreement is terminated

due to Licensor’s material breach pursuant to Section 13.2(b), (i) all unvested Consideration Shares shall immediately and automatically

be clawed back and returned to Licensee for cancellation without any further consideration or action by either Party, and (ii) Licensee

shall have the right, exercisable in its sole discretion by written notice to Licensor within ninety (90) days following such termination,

to repurchase all vested Consideration Shares then held by Licensor at a price per share equal to par value ($0.001 per share) as liquidated

damages, and Licensor shall promptly surrender such shares upon receipt of payment therefore.

13.4 Licensee’s

Rights Upon Termination for Licensor’s Breach. Notwithstanding anything to the contrary in this Agreement, in the event Licensee

terminates this Agreement pursuant to Section 13.2(b) as a result of Licensor’s material breach, Licensee may, in its sole

discretion, elect to retain all rights and licenses granted under this Agreement (including all rights under the Licensed Technology

and Licensed Patents), which rights and licenses shall survive such termination as fully paid-up, perpetual, irrevocable, and

royalty-free licenses. Upon any such election by Licensee, Licensor shall reasonably cooperate with Licensee , its technical

information, documentation, know-how, and other materials necessary or useful for Licensee to continue manufacturing, using,

offering for sale, selling, importing, and otherwise exploiting products incorporating the Licensed Technology (a

“Technology Transfer”), including by: (i) promptly delivering to Licensee or its designee complete copies of all

technical data, formulations, specifications, processes, procedures, and other information embodied in or relating to the Licensed

Technology; (ii) making Licensor’s qualified personnel reasonably available to Licensee for consultation and assistance in

connection with the Technology Transfer for a period of up to twelve (12) months following Licensee’s election; and (iii) executing

such additional documents and instruments as may be reasonably necessary to effectuate the Technology Transfer. Licensor shall bear

its own costs in connection with such cooperation, except that Licensee shall reimburse Licensor for reasonable, documented

out-of-pocket expenses incurred at Licensee’s specific written request. For the avoidance of doubt, Licensee’s election to retain

the licenses under this Section 13.4 shall not limit or waive any other rights or remedies available to Licensee at law or in

equity, including any right to recover damages or seek clawback of the Upfront Consideration.

13.5 Expiration

of Licensed Patent(s). At the expiration of the last patent to expire under the Licensed Patents in any country in the Territory

with respect to any Licensed Product, Licensee will have a perpetual, irrevocable, fully paid-up, royalty-free right and license, including

right to sublicense through multiple tiers, to subsequently make, use, offer to sell, sell, and import in that country any and all products

that were previously Licensed Products and shall have no further obligations to Licensor in that country with respect to such Licensed

Patents or any other Licensed Technology. For the avoidance of doubt, the license to the Licensed Technology (including all non-patent

Intellectual Property Rights) granted hereunder shall continue in full force and effect in accordance with the Term.

13.6 Survival.

The rights and obligations of the Parties set forth in this Section 13.6 and Section 1 (Definitions), Section 4 (Consideration), Section

9 (Confidentiality), Section 10 (Representations and Warranties), Section 12 (Indemnification), Section 13.3 (Effect of Termination),

Section 13.4 (Licensee’s Rights Upon Termination for Licensor’s Breach), Section 13.5 (Expiration of Licensed Patents), and

Section 14 (Miscellaneous), and any right, obligation, or required performance of the Parties in this Agreement which, by its express

terms or nature and context is intended to survive termination or expiration of this Agreement, will survive any such termination or

expiration.

14.

Miscellaneous.

14.1 Bankruptcy.

All rights and licenses granted by Licensor under this Agreement are and will be deemed to be rights and licenses to “intellectual

property” as such term is used in, and interpreted under, Section 365(n) of the United States Bankruptcy Code (the “Bankruptcy

Code”) (11 U.S.C. § 365(n)), and, to the extent applicable, any equivalent or analogous provisions under the insolvency,

bankruptcy, or restructuring laws of any other applicable jurisdiction. Licensee has all rights, elections, and protections under the

Bankruptcy Code and all other bankruptcy, insolvency, and similar laws with respect to the Agreement, and the subject matter hereof.

Without limiting the generality of the foregoing, Licensor acknowledges and agrees that, if Licensor or its estate shall become subject

to any bankruptcy or similar proceeding:

(a)

subject to Licensee’s rights of election under Section 365(n), all rights, licenses, and privileges granted to Licensee under this

Agreement will continue subject to the respective terms and conditions hereof, and will not be affected, even by Licensor’s

rejection of this Agreement; and

(b) Licensee

shall be entitled to a complete duplicate of, or complete access to, as appropriate, all such intellectual property and embodiments of

intellectual property including source code, which, if not already in Licensee’s possession, shall be promptly delivered to Licensee

or its designee, unless Licensor elects to and does in fact continue to perform all of its obligations under this Agreement.

14.2 Further

Assurances. Each Party shall, and shall cause their respective Affiliates to, upon the reasonable request, and at the sole cost and

expense, of the other Party, promptly execute such documents and take such further actions as may be necessary to give full effect to

the terms of this Agreement. Each Party shall fully comply with all applicable Laws regarding export control compliance and technical

data handling.

14.3 Independent

Contractors. The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement creates

any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties,

and neither Party has authority to contract for or bind the other Party in any manner whatsoever.

14.4 No

Public Statements. Neither Party may issue or release any announcement, statement, press release, or other publicity or marketing

materials relating to this Agreement or, unless expressly permitted under this Agreement, otherwise use the other Party’s trademarks,

service marks, trade names, logos, domain names, or other indicia of source, association, or sponsorship, in each case, without the prior

written consent of the other Party.

14.5 Notices.

The Parties shall deliver all notices, requests, consents, claims, demands, waivers, and other communications under this Agreement in

writing and addressed to the applicable recipient as set out below (or as the recipient otherwise specifies in accordance with this Section).

Notices and other communications sent in accordance with this Section will be deemed to have been validly given and effective: (a) when

delivered by hand (with written confirmation of receipt); (b) when delivered if sent by a nationally recognized same-day or overnight

courier (with all fees prepaid); (c) on the date sent by email if sent during normal business hours of the recipient, and on the next

Business Day if sent after normal business hours of the recipient; or (d) on the third (3rd) day after the date mailed, by

certified or registered mail, return receipt requested, postage prepaid.

If to Licensor:

Project LightShift, Inc.

4040 NE 2nd Avenue #7D,

Miami, Florida 33137

Email: nadab@excite.io

Attention: Nadab Akhtar

If to Licensee:

Quantum Cyber N.V.

1501 Belvedere Road Suite 500,

West Palm Beach, FL, 33406

Email: david@activistinvestingllc.com

Attention: David Lazar

With a copy to (which shall not constitute notice:

Haynes and Boone, LLP

30 Rockefeller Plaza, Floor 22

New York, NY 10112

Email: rick.werner@haynesboone.com

Attention: Rick Werner

14.6 Interpretation.

For purposes of this Agreement, (a) the words “include,” “includes,” and “including” will be

deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c) the

words “herein,” “hereof,” “hereby,” “hereto,” and “hereunder” refer to

this Agreement as a whole.

Unless

the context otherwise requires, references herein to: (x) Sections, Exhibits, and Schedules refer to the Sections of and Schedules and

Exhibits attached to this Agreement; (y) an agreement, instrument, or other document means such agreement, instrument, or other document

as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and (z) a statute means such

statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This

Agreement will be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting

an instrument or causing any instrument to be drafted.

14.7 Headings.

The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

14.8 Entire

Agreement. This Agreement, together with all Schedules and Exhibits, constitutes the sole and entire agreement of the Parties with

respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written

and oral, with respect to such subject matter. In the event of any conflict between the terms and provisions of this Agreement and those

of any Schedule and Exhibit, the following order of precedence will govern: (a) first, this Agreement, excluding its Schedules and Exhibits;

(b) second, the Schedules and Exhibits to this Agreement as of the Effective Date.

14.9 Assignment.

Licensee may assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations

or performance, under this Agreement to any of its Affiliates or Subsidiaries. Any other assignment or transfer by Licensee shall

require the prior written consent of Licensor, which consent shall not be unreasonably withheld, conditioned, or delayed. In the

event Licensor does not respond within (10) Business Days of such consent being requested, Licensor will be deemed to have consented

and Licensee may proceed with any such assignment or other transfer as provided in the notification requesting consent. This

Agreement is binding upon and inures to the benefit of the Parties hereto and their respective permitted successors and

assigns.

14.10 No

Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted

assigns and nothing herein, express or implied, is intended to or will confer upon any other Person any legal or equitable right, benefit,

or remedy of any nature whatsoever, under, or by reason of this Agreement.

14.11 Amendment;

Modification; Waiver. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each Party.

No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the waiving

Party. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or

privilege arising from this Agreement will operate or be construed as a waiver thereof; nor will any single or partial exercise of any

right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy,

power, or privilege.

14.12 Severability.

If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or

unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision

in any other jurisdiction. Upon a determination that any term or other provision is invalid, illegal, or unenforceable, the Parties hereto

shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a

mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest

extent possible.

14.13

Governing Law; Submission to Jurisdiction.

(a) This

Agreement and all related documents, and all matters arising out of or relating to this Agreement, are governed by, and construed in

accordance with, the laws of the State of Florida, United States of America, without regard to the conflict of laws provisions thereof

to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the

State of Florida.

(b) Any

legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder, or the validity or enforceability

or scope of any Licensed Patent claim, or whether a Licensed Product infringes a Valid Claim, may be instituted in the state or federal

courts of Miami Dade County, Florida or the federal District in which Miami Dade County sits. Each Party irrevocably submits to the exclusive

jurisdiction of such courts in any such suit, action, or proceeding. Service of process, summons, notice, or other document by mail to

such Party’s address set forth herein will be effective service of process for any suit, action, or other proceeding brought in any such

court.

the extent that any provision of this Agreement references or relies upon a specific statute, regulation, legal concept, or procedural

mechanism of the United States (including, without limitation, the United States Bankruptcy Code, the Securities Act of 1933, as amended,

and the rules and regulations promulgated thereunder), such provision shall be deemed to apply equally to any equivalent, analogous,

or corresponding statute, regulation, legal concept, or procedural mechanism under the laws of the State of Florida, and the Parties

agree to interpret and apply such provisions accordingly so as to give effect to the intent of the Parties.

14.14 Waiver

of Jury Trial. Each Party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal

action arising out of or relating to this Agreement or the transactions contemplated hereby.

14.15 Equitable

Relief. Each Party acknowledges that a breach by the other Party of this Agreement may cause the non-breaching Party irreparable

harm, for which an award of damages would not be adequate compensation, and agrees that, in the event of such a breach or threatened

breach, the non-breaching Party will be entitled to seek equitable relief, including in the form of a restraining order, orders for preliminary

or permanent injunction, specific performance, and any other relief that may be available from any court, and the Parties hereby waive

any requirement for the securing or posting of any bond or the showing of actual monetary damages in connection with such relief. These

remedies are not exclusive but are in addition to all other remedies available under this Agreement at law or in equity, subject to any

express exclusions or limitations in this Agreement to the contrary.

14.16 Counterparts;

Electronic Signatures. This Agreement may be executed in counterparts by manual signature or electronic signature complying with

the Electronic Signatures in Global and National Commerce Act (E-SIGN), each of which will be deemed an original, and all of which together

will constitute one and the same agreement. Counterparts delivered by email or other electronic transmission (including of an electronic

signature) will be deemed to have been duly and validly delivered and be valid and effective for all purposes.

[SIGNATURE

PAGE FOLLOWS]

WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first written above by their respective officers

thereunto duly authorized.

Project LightShift, Inc.

/s/ NadabAkhtar

Name: Nadab Akhtar

Title: President

Quantum Cyber N.V.

By:

/s/ David Lazar

Name: David Lazar

Title: CEO

SCHEDULE

LICENSED PATENTS

EXHIBIT

DEVELOPMENT

PLAN AND MILESTONE SCHEDULE

Quantum

Antenna System Prototype

EX-10.2 — FORM OF VOTING AGREEMENT, DATED AS OF JUNE 11, 2026, BY AND BETWEEN QUANTUM CYBER N.V. AND PROJECT LIGHTSHIFT

EX-10.2

Filename: ea029473601ex10-2.htm · Sequence: 3

Exhibit 10.2

VOTING AGREEMENT

This VOTING AGREEMENT (this

“Agreement”) is entered into as of June 11, 2026, between Quantum Cyber N.V., a Dutch public company with limited liability

(the “Company”) and Project LightShift, Inc., a Florida corporation (the “Stockholder”).

WHEREAS, as of the date hereof,

the Stockholder is the sole record and beneficial owner of and has the sole power to vote (or to direct the voting of) such number of

ordinary shares, €0.01 par value per share, held by the Stockholder on any applicable record

date;

WHEREAS, the Stockholder is

party to that that certain Intellectual Property License Agreement, dated as of June 11, 2026, by and between the Company and the Stockholder

(the “IPL”), pursuant to which the Stockholder may receive additional ordinary shares of the Company (such shares,

together with the shares held as of the date hereof by the Stockholder or otherwise acquired in the future by the Stockholder, collectively,

the “Subject Shares”);

NOW, THEREFORE, in consideration

of the transactions contemplated by the IPL, and the respective representations, warranties, covenants and agreements set forth herein,

the parties agree as follows:

ARTICLE

VOTING AGREEMENT AND IRREVOCABLE PROXY

Section

1.1 Agreement to Vote. The Stockholder hereby agrees that, during the period commencing on the date of this Agreement

and terminating on the Termination Date (the “Voting Period”), at any duly called meeting of the stockholders of the

Company (or any adjournment or postponement thereof), or in any other circumstances (including action by written consent of stockholders

in lieu of a meeting), the Stockholder shall, if a meeting is held, appear at the meeting, in person or by proxy, and shall provide a

written consent or vote (or cause to be voted), in person or by proxy, all of its Subject Shares, in each case in favor of any proposal

recommended for approval by the Board of Directors of the Company.

Section

1.2 Grant of Irrevocable Proxy. The Stockholder hereby appoints Company and any designee of Company, and each of them

individually, as the Stockholder’s proxy, with full power of substitution and resubstitution, to vote, including by executing written

consents, during the Voting Period with respect to any and all of the Subject Shares on the matters and in the manner specified in Section 1.1.

The Stockholder shall take all further action or execute such other instruments as may be necessary to effectuate the intent of any such

proxy. It is agreed that Company (and its officers on behalf of Company) will use the irrevocable proxy that is granted by the Stockholder

hereby only in accordance with applicable legal requirements and that, to the extent Company (and its officers on behalf of Company) uses

such irrevocable proxy, it will only vote (or sign written consents in respect of) the Subject Shares subject to such irrevocable proxy

with respect to the matters specified in, and in accordance with the provisions of, Section 1.1.

Section

1.3 Nature of Irrevocable Proxy. The proxy granted pursuant to Section 1.2 to Company by the Stockholder

shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support

an irrevocable proxy and shall revoke any and all prior proxies or powers of attorney granted by the Stockholder. The proxy that may

be granted hereunder shall terminate upon the termination of this Agreement, but shall survive the death or incapacity of the

Stockholder and any obligation of the Stockholder under this Agreement shall be binding upon the heirs, personal representatives and

successors of the Stockholder.

ARTICLE

COVENANTS

Section

2.1 Stockholder’s Capacity. All agreements and understandings made herein shall be made solely in the Stockholder’s

capacity as a holder of the Subject Shares and not in any other capacity, including as an officer or director of Company.

Section

2.2 Voting Trusts. The Stockholder agrees that it will not, nor will it permit any entity under its control to, deposit

any of its Subject Shares in a voting trust or subject any of its Subject Shares to any arrangement with respect to the voting of such

Subject Shares other than as provided herein.

ARTICLE

III

REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER

The Stockholder hereby represents and warrants

to Company as follows:

Section

3.1 Due Authorization, etc. The Stockholder is a limited liability company duly organized, validly existing and in good

standing under the laws of the jurisdiction in which it is incorporated, organized or constituted, if applicable. The Stockholder has

all necessary power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution

and delivery of this Agreement and the consummation of the transactions contemplated hereby by the Stockholder have been duly authorized

by all necessary action on the part of the Stockholder, as applicable, and no other proceedings on the part of the Stockholder are necessary

to authorize this Agreement, or to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered

by the Stockholder and (assuming the due authorization, execution and delivery by Company) constitutes a valid and binding obligation

of the Stockholder, enforceable against the Stockholder in accordance with its terms, except to the extent enforcement is limited by bankruptcy,

insolvency, fraudulent transfer, reorganization, moratorium and similar legal requirements of general applicability relating to or affecting

creditors’ rights and by general equitable principles.

Section

3.2 Ownership of Subject Shares. The Stockholder has sole record and beneficial ownership of the Subject Shares as of

the date hereof. As of the date hereof, the Stockholder is the lawful owner of the Subject Shares, has the sole power to vote or cause

to be voted such Subject Shares and has the sole power to dispose of or cause to be disposed such Subject Shares. The Stockholder has,

and will at all times up until the Termination Date have, good and valid title to the Subject Shares, free and clear of any and all pledges,

mortgages, liens, charges, proxies, voting agreements, encumbrances, adverse claims, options, security interests and demands of any nature

or kind whatsoever, other than (i) those created by this Agreement, or (ii) those existing under applicable securities laws.

-2-

Section

3.3 No Conflicts. (a) No filing with any governmental body, and no authorization, consent or approval of any other

person is necessary for the execution of this Agreement by the Stockholder and (b) none of the execution and delivery of this Agreement

by the Stockholder, the consummation by the Stockholder of the transactions contemplated hereby or compliance by the Stockholder with

any of the provisions hereof shall (i) conflict with or result in any breach of the organizational documents of the Stockholder, (ii)

result in, or give rise to, a violation or breach of or a default under any of the terms of any material contract, understanding, agreement

or other instrument or obligation to which the Stockholder is a party or by which the Stockholder or its assets (including any of the

Subject Shares) may be bound or (iii) violate any applicable order, writ, injunction, decree, judgment, statute, rule or regulation, except

for any of the foregoing as would not reasonably be expected to impair the Stockholder’s ability to perform its obligations under

this Agreement.

Section

3.4 Finder’s Fees. No investment banker, broker, finder or other intermediary is entitled to a fee or commission

from Company in respect of this Agreement based upon any contract made by or on behalf of the Stockholder, solely in the Stockholder’s

capacity as a stockholder of Company.

Section

3.5 No Litigation. As of the date of this Agreement, there is no legal proceeding pending or, to the knowledge of the

Stockholder, threatened against the Stockholder that would reasonably be expected to impair the ability of the Stockholder to perform

its obligations hereunder or consummate the transactions contemplated hereby.

ARTICLE

TERMINATION

Section

4.1 Termination. This Agreement shall automatically terminate, and neither Company nor the Stockholder shall have any

rights or obligations hereunder and this Agreement shall become null and void and have no effect upon the earliest to occur of: (a) the

two (2) year anniversary of the date of this Agreement; or (b) the termination of this Agreement by mutual written consent of the parties

(such earlier date, the “Termination Date”). The parties acknowledge that, upon termination of this Agreement as permitted

under and in accordance with the terms of this Article IV, no party to this Agreement shall have the right to recover any claim

with respect to any losses suffered by such party in connection with such termination, except that, subject to Section 5.11, the

termination of this Agreement shall not relieve either party to this Agreement from liability for such party’s intentional breach

of any terms of this Agreement. Notwithstanding anything to the contrary herein, the provisions of this Article IV and Article

V shall survive the termination of this Agreement.

-3-

ARTICLE

MISCELLANEOUS

Section

5.1 Further Actions. Subject to the terms and conditions set forth in this Agreement, the Stockholder agrees to take

any and all actions and to do all things reasonably necessary to effectuate this Agreement.

Section

5.2 Fees and Expenses. Except as otherwise specifically provided herein, each party shall bear its own expenses in connection

with this Agreement and the transactions contemplated hereby.

Section

5.3 Amendments, Waivers, etc. This Agreement may not be amended except by an instrument in writing signed by the parties

hereto and specifically referencing this Agreement. The failure of any party to assert any rights or remedies shall not constitute a waiver

of such rights or remedies.

Section

5.4 Notices. Any notice, request, instruction or other document required to be given hereunder shall be sufficient if

in writing, and sent by confirmed electronic mail transmission of a “portable document format” (“.pdf”) attachment

(provided that any notice received by electronic mail transmission or otherwise at the addressee’s location on any business day

after 5:00 p.m. (addressee’s local time) shall be deemed to have been received at 9:00 a.m. (addressee’s local time) on the

next business day), by reliable overnight delivery service (with proof of service), or hand delivery, addressed as follows:

If to Company, to:

Quantum Cyber N.V.

1501 Belvedere Road, Suite 500

West Palm Beach, FL 33406

with a copy to (which shall not constitute

notice):

Haynes and Boone, LLP

30 Rockefeller Center, 26th Floor

New York, NY 10112

Attn: Rick Werner

If to the Stockholder, to the address or electronic mail address set

forth on the signature pages hereto, or to such other person or address as any party shall specify by written notice so given.

Section

5.5 Headings. Headings of the Articles and Sections of this Agreement are for convenience of the parties only and shall

be given no substantive or interpretive effect whatsoever.

Section

5.6 Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of

any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the

application of such provision to any person or any circumstance, is invalid or unenforceable (a) a suitable and equitable provision shall

be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable

provision and (b) the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be

affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of

such provision, or the application of such provision, in any other jurisdiction.

-4-

Section

5.7 Entire Agreement; Assignment. This Agreement constitutes the entire agreement, and supersedes all other prior agreements

and understandings, both written and oral, between the parties, or any of them, with respect to the subject matter hereof. Neither this

Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation

of law or otherwise) without the prior written consent of the other parties. Subject to the preceding two sentences, this Agreement will

be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns.

Notwithstanding anything to the contrary set forth herein, the Stockholder agrees that this Agreement and the obligations hereunder shall

be binding upon any Person to which record or beneficial ownership of the Stockholder’s Subject Shares shall pass, whether by operation

of law or otherwise, including the Stockholder’s heirs, guardians, administrators or successors and assigns, and the Stockholder

agrees to take all actions necessary to effect the foregoing. “Person” means an individual or corporation, partnership,

trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency

or subdivision thereof) or other entity of any kind.

Section

5.8 Governing Law. THIS AGREEMENT AND ALL QUESTIONS RELATING TO THE INTERPRETATION OR ENFORCEMENT OF THIS AGREEMENT SHALL

BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE

OF NEW YORK WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF TO THE EXTENT THAT SUCH PRINCIPLES WOULD DIRECT A MATTER TO ANOTHER

JURISDICTION.

Section

5.9 Specific Performance. The Stockholder acknowledges that any breach of this Agreement would give rise to irreparable

harm for which monetary damages would not be an adequate remedy and the Company shall be entitled to a decree of specific performance

and to temporary, preliminary and permanent injunctive relief to prevent breaches or threatened breaches of any of the provisions of this

Agreement, without the necessity of proving the inadequacy of monetary damages as a remedy, which shall be the sole and exclusive remedy

for any such breach.

Section

5.10 Submission to Jurisdiction. Any action, suit or other legal proceeding relating to this Agreement or the enforcement

of any provision of this Agreement will be brought or otherwise commenced exclusively in any New York State Court sitting in New York

City or, if jurisdiction over the matter is vested exclusively in the federal courts, the United States District Court for the Southern

District of New York. The Stockholder: (i) expressly and irrevocably consents and submits to the exclusive jurisdiction

of such court (and each appellate court therefrom) in connection with any such action, suit or legal proceeding; (ii) agrees that such

court will be deemed to be a convenient forum and (iii) agrees not to assert (by way of motion, as a defense or otherwise), in any such

action, suit or legal proceeding commenced in any such court, any claim that such party is not subject personally to the jurisdiction

of such court, that such action, suit or legal proceeding has been brought in an inconvenient forum, that the venue of such action, suit

or other legal proceeding is improper or that this Agreement or the subject matter of this Agreement may not be enforced in or by such

court.

-5-

Section

5.11 Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT

IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY

RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT

OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) 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

THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER

VOLUNTARILY, AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS

IN THIS SECTION 6.11.

Section

5.12 Counterparts. This Agreement may be executed in two or more counterparts (including by facsimile transmission or

other means of electronic transmission, such as by electronic mail in “pdf” form), each of which shall be an original, with

the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts

have been signed by each of the parties and delivered (by facsimile or otherwise) to the other parties.

[Signature Page Follows]

-6-

IN WITNESS WHEREOF, Company and the Stockholder have

caused this Agreement to be duly executed as of the day and year first above written.

QUANTUM CYBER N.V.

By:

Name:

Title:

Project LightShift, Inc.

By:

Name:

Title:

Address:

Electronic Mail Address:

-7-

EX-99.1 — PRESS RELEASE, DATED JUNE 15, 2026 (FURNISHED PURSUANT TO ITEM 7.01 OF FORM 8-K).

EX-99.1

Filename: ea029473601ex99-1.htm · Sequence: 4

Exhibit 99.1

Quantum Cyber Executes Exclusive Quantum Antenna License Agreement,

Positoning the Quantum Technology Layer at the Core of Its Defense Platform

Definitive IP License Agreement Signed; QUCY Secures Exclusive Worldwide

Rights to Patent-Protected Quantum Photonic Array Technology for Defense Drone Applications;

WEST PALM BEACH, Florida, June 15, 2026 -- Quantum Cyber

N.V. (Nasdaq: QUCY) (“Quantum Cyber” or the “Company”), a Nasdaq-listed autonomous defense technology company

assembling an AI-powered System-of-Systems platform for drone warfare, counter-UAS, and border security applications, today announced

the execution of a definitive Intellectual Property License Agreement (the “Agreement”) with Project LightShift, Inc. (“Project

LightShift”), a Florida corporation based in Miami, Florida. The Agreement, dated June 11, 2026, grants Quantum Cyber an exclusive

worldwide license to Project LightShift’s patent-protected quantum photonic array technology for the development, manufacture, and commercialization

of quantum antenna systems integrated into or designed for unmanned aerial vehicles and drone platforms used in defense and national security

applications.

The Quantum Layer: From Placeholder to Executed Agreement

Since its strategic pivot to autonomous defense technology, Quantum

Cyber has consistently positioned quantum antenna technology as the differentiating layer of its System-of-Systems platform. The Agreement

executed today converts that positioning into a definitive, signed intellectual property transaction.

The quantum antenna technology was invented by Wolf Kohn, PhD, Chief

Scientist of Project LightShift. It features an array of nano multi-spectrum lenses paired with controllable diode lasers that transmit

and receive multi-frequency photonic signals. The lenses operate in a coordinated nearest-neighbor configuration to provide signal verification

and redundancy, using principles of Near Field Quantum electrodynamics. Manufacturing methods under development combine self-assembly

and epitaxial growth techniques.

Strategic Significance

The quantum antenna technology addressed

in this Agreement represents the quantum computing coordination layer of Quantum Cyber’s System-of-Systems platform: the capability that

management believes differentiates the Company from conventional autonomous defense integrators and aligns with evolving U.S. defense

doctrine prioritizing quantum-accelerated, AI-enabled systems deployed at scale.

The Trump Administration is seeking approximately $55 billion for

drone and autonomous warfare programs in the fiscal year 2027 defense budget, the largest single-year autonomous warfare allocation

in U.S. history. Executive Order 14307 establishes American drone dominance as an explicit national security and industrial

priority. The global counter-UAS market is projected to grow from $3.1 billion to $10.6 billion by 2030, representing a 27.2 percent

compound annual growth rate (Grand View Research, 2025). Quantum Cyber intends to file a Current Report on Form 8-K with the U.S.

Securities and Exchange Commission disclosing the transactions contemplated by the Agreement.

“The agreement we executed today

is the transaction that makes the quantum layer of our platform real,” said David Lazar, Chief Executive Officer of Quantum

Cyber. “We have a signed, definitive license agreement, an exclusive position backed by a verified patent chain, a vesting structure

that protects our equity, and contractual protections that give us the ability to retain these rights permanently if Project LightShift

fails to perform. Every layer of our System-of-Systems platform has pointed toward this capability. The quantum antenna is now in the

portfolio. We are moving forward.

“We are excited to partner with Quantum Cyber,” said Nadab

Akhtar, Chief Executive Officer and President of Project LightShit. “Our quantum antenna technology gives defense drones secure,

frequency-agile sensing and communications that hold up in contested and denied environments. By licensing it to them, we are putting

this U.S.-origin innovation at the center of a coordinated autonomous defense platform. We look forward to working closely with their

team as they move it forward into prototype testing and real-world deployment.”

About Quantum Cyber N.V.

Quantum Cyber N.V. (Nasdaq: QUCY) is

assembling an AI-powered, quantum-accelerated System-of-Systems autonomous defense platform that integrates drone warfare, counter-UAS,

autonomous naval mine countermeasures, EMP shielding, anti-drone ammunition, command-and-control, and quantum antenna applications under

a single Nasdaq-listed company. The Company acquires, licenses, and develops combat-proven autonomous technologies, deploying them as

a coordinated, multi-domain portfolio across air, land, and sea. For more information, visit www.quantum-cyber.ai.

Forward-Looking Statements

Certain statements made in this press release are

“forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities

Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “anticipate”,

“believe”, “expect”, “estimate”, “plan”, “outlook”, and “project” and

other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Such

forward-looking statements relate to, among other things, the development and delivery of a demonstrable prototype of the licensed

technology; the Company’s anticipated quantum antenna technology development and integration within its System-of-Systems platform;

the filing of a Current Report on Form 8-K; the anticipated royalty payment structure and commercialization of improvements; and the

Company’s broader business strategy and technology pipeline. The filing of a provisional patent application does not guarantee

issuance of a patent. These forward-looking statements reflect the current analysis of existing information and are subject to

various risks and uncertainties. As a result, caution must be exercised in relying on forward-looking statements. Due to known and

unknown risks, actual results may differ materially from the Company’s expectations or projections. The following factors, among

others, could cause actual results to differ materially from those described in these forward-looking statements: (i) the failure to

meet prototype development milestones; (ii) the failure to receive patent approval from the USPTO; (iii) challenges to the validity

or enforceability of the licensed patent application; (iv) the failure of Project LightShift to perform its obligations under the

License Agreement; (v) changes in applicable laws or regulations; (vi) an inability to successfully pursue new initiatives; and

(vii) other risks and uncertainties discussed from time to time in other reports and public filings with the Securities and Exchange

Commission (the “SEC”) by the Company. Additional information concerning these and other factors may be found in the

Company’s filings with the SEC, including its Annual Report on Form 10-K filed on March 31, 2026, its Quarterly Report on Form 10-Q

filed on May 15, 2026, and subsequent filings. The Company’s SEC filings are available publicly on the SEC’s website at www.sec.gov.

Any forward-looking statement made in this press release speaks only as of the date on which it is made. The Company undertakes no

obligation to publicly update any forward-looking statement, whether as a result of new information, future developments, or

otherwise, except as required by law.

Investor Relations Contact:

Arx Investor Relations

North American Equities Desk

qucy@arxhq.com

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- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 7A

-Section B

-Subsection 2

+ Details

Name:

dei_EntityExTransitionPeriod

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration