Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

On September 29, 2026, CyberloQ Technologies, Inc. (the "Company") and Michigan Secure Capital Group Corp. ("MSCG") executed an Operating Agreement (the "Operating Agreement") in connection with the parties' entering into a joint-venture relationship (the "Venture"). The parties intend to pursue the development, integration, and commercialization of technology-enabled cybersecurity, authentication, compliance, wallet, and related products and services.

CyberloQ and MSCG each have a 50% economic interest in the Venture. Distributable cash is to be allocated equally after authorized costs, expenses, obligations, and reserves. The Venture is manager-managed, with MSCG having operational authority, subject to specified matters requiring approval of CyberloQ.

Under the Operating Agreement, CyberloQ will make available approved CyberloQ® and CyberloQ Secure® technologies, which may include mobile-application technology, device registration, multi-factor authentication, biometric functionality, geolocation and geofencing, application programming interfaces, and related integration support. MSCG will contribute or make available management, technology-development coordination, compliance oversight, financial-infrastructure and commercialization capabilities, and approved rights to access, integrate, or use technologies that may include CoreArmor™, automated-compliance architecture, Commercial Amazing Wallet, Amazing Wallet, XpressPay, XchangeXpress, approved tokenization infrastructure, and Core-Sentinel™ when production-ready. The technology arrangements are subject to the Operating Agreement's approvals and licensing restrictions; neither member transfers ownership of its pre-existing intellectual property merely by permitting its use or integration. CyberloQ has also committed to contribute 200,000,000 shares of CyberloQ Class B Non-Voting Common Stock to the Venture. However, neither the Venture nor MSCG may sell, pledge, collateralize, finance, encumber, transfer, or otherwise dispose of shares held by the Venture without CyberloQ's prior written consent and upon an uncured material breach by MSCG or the Venture, CyberloQ may require the Venture to reconvey to all previously contributed CyberloQ shares free and clear of liens.