Evidence Record

Exhibit 9

1. Recitals. The recitals set forth above are incorporated herein.

Type
exhibit
Court
EDVA
Case
HII v. Cyberlux interpleader
Docket
3:25-cv-00483
Pages
13
Lines
422
SHA-256
c2fae6b706e9

DISTIL analysis

DISTIL Run
Profile
Standard
Version
1
Doc Type
Settlement Agreement and Release
Total Nodes
31
Node Legend
Entity (ENT)
Event (EVT)
Claim (CLM)
Anchor (ANC)
Omission (OMI)
Tension (TEN)
Tell (TEL)
Inference (INF)
Hypothesis (HYP)
Stage 1
Index
Orientation · No nodes
Document Classification
Settlement Agreement and Release Legal counsel representing multiple parties in civil litigation Commercial litigation settlement involving intellectual property reacquisition, consulting agreements, and stock compensation disputes 2021-10-08 to 2023-12-31 (with payment obligations extending 36 months from July 2023)
court_exhibitmulti_party_settlementstructured_payment_plansecurity_interests_grantedconfidentiality_provisionsnon_disparagement_clausecarved_out_future_claims
Analytical Frame
Contract enforcement, payment obligation structuring, and dispute resolution with ongoing compliance mechanisms
Analytical Summary
This settlement agreement, executed June 15, 2023, resolves litigation between Atlantic Wave Holdings LLC, Secure Community LLC (Plaintiffs) and Cyberlux Corporation, Mark D. Schmidt (Defendants), with Strikepoint Consulting LLC as an additional interested party. The dispute arose from breached payment obligations under an October 2021 IP reacquisition agreement ($922,500 outstanding) and a September 2021 consulting agreement ($650,000 outstanding). Defendants consent to a final judgment of $1,572,500 plus capped costs of $188,700, payable through a $150,000 initial payment followed by 36 monthly installments, with acceleration clauses tied to drone sales revenue. The agreement grants Plaintiffs security interests in all Defendants' assets, imposes confidentiality and non-disparagement obligations through December 31, 2023, and preserves Plaintiffs' right to re-file claims if Cyberlux stock does not achieve "Pink Current" status and remove the Caveat Emptor restriction by year-end 2023.
Key Points
  • Total settlement consideration: $1,572,500 principal plus $188,700 capped costs, memorialized in consent judgment
  • Payment structure: $150,000 initial payment within 30-45 days, then 36 monthly installments split between plaintiffs ($21,459) and Strikepoint ($18,055.56)
  • Acceleration provision: Up to $5,000 per drone sale must be applied to outstanding balance within 21 days of payment receipt
  • Plaintiffs granted full security interest and lien on all Defendants' assets including IP, subsidiaries, and accounts receivable
  • Stock compliance carve-out: Plaintiffs retain right to re-file breach claims if Cyberlux stock not returned to Pink Current status by December 31, 2023
  • Mutual release of all claims effective immediately upon signing, with confidentiality and non-disparagement provisions through end of 2023
Stage 2
Core — Entities, Events, Claims
16 nodes
ENT-001
Entity
Atlantic Wave Holdings, LLC
Atlantic Wave Holdings, LLC - plaintiff entity in litigation, party to IP Agreement dated October 8, 2021, stockholder in Cyberlux Corporation
Page 2 — ATLANTIC WAVE HOLDINGS. LLC. SECURE COMMUNITY, LLC (collectively, "Plaintiffs")
ENT-002
Entity
Secure Community, LLC
Secure Community, LLC - plaintiff entity in litigation alongside Atlantic Wave Holdings, party to IP Agreement, stockholder in Cyberlux Corporation
Page 2 — ATLANTIC WAVE HOLDINGS. LLC. SECURE COMMUNITY, LLC (collectively, "Plaintiffs")
ENT-003
Entity
Cyberlux Corporation
Cyberlux Corporation - defendant corporation, party to IP Agreement and Strikepoint Consulting Agreement, publicly traded entity with OTC Markets stock under Caveat Emptor restriction
Page 2 — CYBERLUX CORPORATION AND MARK D. SCHMIDT (collectively, "Defendants")
ENT-004
Entity
Mark D. Schmidt
Mark D. Schmidt - individual defendant, President of Cyberlux Corporation, personally liable under consent judgment
Page 2, 13 — CYBERLUX CORPORATION AND MARK D. SCHMIDT (collectively, "Defendants"). Mark D. Schmidt. individually and on behalf of Cyberlux Corporation, as its President
ENT-005
Entity
Strikepoint Consulting, LLC
Strikepoint Consulting, LLC - separate party with common interest holders to plaintiffs, party to consulting agreement with Cyberlux dated September 24, 2021, beneficiary of $650,000 settlement portion
Page 2 — STRIKEPOINT CONSULTING, LLC ("Strikepoint") a separate party with some common interest holders to the Plaintiffs
ENT-006
Entity
William Welter
William Welter - Managing Director of Atlantic Wave Holdings LLC, Secure Community LLC, and Strikepoint Consulting LLC, signatory to settlement agreement
Page 13 — William Welter. as a Managing Director of Atlantic Wave Holdings, LLC and Secure Community, LLC... William Welter. Managing Director of Strikepoint Consulting, LLC
ENT-007
Entity
Circuit Court of the City of Richmond, Virginia
Circuit Court of the City of Richmond, Virginia - original venue for litigation Case No. CL22-3882, issuing court for sanctions orders dated December 13, 2022 and April 7, 2023
Page 2 — Plaintiffs filed its Complaint for breach of said agreements in the Circuit Court of the City of Richmond, Virginia (the "Court"). against Defendants in the civil action titled, Atlantic Wave Holdings, LLC and Secure Community, LLC v. Cyberlux Corporation and Mark D. Schmidt (Case No. CL22-3882)
EVT-001
Event
IP Agreement execution (October 8, 2021)
Agreement executed October 8, 2021 between Plaintiffs and Defendants in which Plaintiffs were compensated for reacquisition by Cyberlux of certain intellectual property in exchange for installment payments of fixed liquidated sums and 'Freely Trading' stock
Page 2 — Plaintiffs and Defendants entered into an agreement on October 8. 2021, which compensated Plaintiffs for the reacquisition by Defendant Cyberlux of certain intellectual property in exchange for certain installment payments of fixed liquidated sums by Defendants to Plaintiffs and "Freely Trading" stock. which had fallen into arrears ("the IP Agreement")
EVT-002
Event
Strikepoint Consulting Agreement execution (September 24, 2021)
Agreement executed September 24, 2021 between entity described as 'Strikepoints Consulting, L.L.C' and Cyberlux Corporation for consulting services, calling for installment payments of fixed liquidated sums that also fell into arrears
Page 2 — on September 24, 2021. an agreement was executed between an entity described as "Strikepoints Consulting. L.L.C" and Defendant Cyberlux Corporation for certain consulting services (the "Strikepoint Consulting Agreement"), which called for, inter alia, installment payments of fixed liquidated sums owed by Defendants to Plaintiff. which also fell into arrears
EVT-003
Event
Litigation filing (Case No. CL22-3882)
Plaintiffs Atlantic Wave Holdings LLC and Secure Community LLC filed complaint for breach of IP Agreement and consulting agreements in Circuit Court of the City of Richmond, Virginia, Case No. CL22-3882, which remained pending at time of settlement
Page 2 — Plaintiffs filed its Complaint for breach of said agreements in the Circuit Court of the City of Richmond, Virginia (the "Court"). against Defendants in the civil action titled, Atlantic Wave Holdings, LLC and Secure Community, LLC v. Cyberlux Corporation and Mark D. Schmidt (Case No. CL22-3882) (the "Litigation"). which remains pending
EVT-004
Event
Court sanctions orders (December 13, 2022 and April 7, 2023)
Circuit Court issued two orders imposing sanctions on Defendants: $3,895.00 and $6,842.50, requiring payment within 21 days of settlement agreement execution
Page 5 — Compliance with Court Orders dated December 13. 2022 & April 7. 2023. Within twenty-one (21) days of execution of this Agreement. Defendants shall pay the sanctions of $3,895.00 and $6.842.50. as provided by the Court's Orders in the Litigation.
EVT-005
Event
Settlement Agreement execution (June 15, 2023)
Settlement Agreement executed June 15, 2023 by all parties, resolving all pending litigation and disputes between plaintiffs, defendants, and Strikepoint Consulting
Page 2, 13 — This Settlement Agreement (the "Agreement") is made as of this 15thth day of June 2023, by and between ATLANTIC WAVE HOLDINGS. LLC. SECURE COMMUNITY, LLC (collectively, "Plaintiffs"), CYBERLUX CORPORATION AND MARK D. SCHMIDT (collectively, "Defendants"). and STRIKEPOINT CONSULTING, LLC
CLM-001
Claim
IP Agreement breach claim: $922,500 outstanding
Plaintiffs claim $922,500 balance due under IP Agreement, calculated as $1,200,000 total obligation minus $277,500 in payments already made by Defendants
Page 3 — IP Agreement: ONE MILLION TWO HUNDRED THOUSAND DOLLARS ($1,200,000) minus payments made of TWO HUNDRED SEVENTY-SEVEN THOUSAND FIVE HUNDRED DOLLARS ($277,500) for a total due of NINE HUNDRED TWENTY-TWO THOUSAND FIVE HUNDRED DOLLARS ($922,500), as the balance due and owing for installment payments under the IP Agreement
CLM-002
Claim
Strikepoint Consulting Agreement breach claim: $650,000
Parties agree to resolve disputes arising from Strikepoint Consulting Agreement for $650,000, representing balance due for installment payments under consulting agreement
Page 4 — Balance of Consulting Agreement: The parties agree to terminate and resolve any disputes arising out of the Strikepoint Consulting Agreement for consideration of: SIX HUNDRED FIFTY THOUSAND DOLLARS ($650,000), as the balance due and owing for installment payments under the Consulting Agreement between the parties.
CLM-003
Claim
Total consent judgment: $1,572,500 plus costs
Total liquidated sum due under consent judgment is $1,572,500 plus plaintiffs' costs (capped at $188,700), jointly and severally binding Defendants, non-dischargeable including by appeal or bankruptcy
Page 4 — Total Value of the Consent Judgment: The total liquidated sum that shall be due and owing to Plaintiffs under the parties' Consent Judgment shall be ONE MILLION FIVE HUNDRED SEVENTY-TWO THOUSAND AND FIVE HUNDRED DOLLARS ($1,572.500), plus Plaintiffs' costs as defined in 4(d) (the "Settlement Consideration")... The Consent Judgment shall be promptly entered jointly and severally against Defendants and in favor of Plaintiffs... the Consent Judgment shall not be dischargeable. including by appeal or bankruptcy, in any manner other than by agreement of the parties
CLM-004
Claim
Carved-out stock compliance claim
Plaintiffs reserve right to re-file complaint for breach related to 'Negotiable Shares' if Cyberlux stock not brought to current Pink Status and Caveat Emptor legend not removed by December 31, 2023, without defendants asserting res judicata or collateral estoppel defenses
Page 4, 5 — if the Cyberlux stock is not brought to current "Pink Status" and the Caveat Emptor legend and restriction is not remedied and removed on or before December 31. 2023. Plaintiffs shall have the option. at their sole discretion, to re-file a new complaint related to the breach by Defendants to create "Negotiable Shares", as that breach is alleged and defined in the Complaint, without Defendants asserting a defense of res judicata or collateral estoppel.
Stage 3
In Situ — Quotations, Tells, Tensions, Questions
9 nodes
QUO-001
Quotation
Anticipated significant cash inflow representation
Parties state they have been told by Cyberlux for more than six months that Cyberlux anticipates a significant cash inflow connected with sales of certain drone products
Page 3 — the Parties to this Agreement have been told by Cyberlux for more than six (6) months that Cyberlux anticipates a significant cash inflow connected with the sales of certain drone products.
TLL-001
Tell
Payment acceleration tied to drone sales
Agreement structures payment acceleration explicitly tied to drone sales: Defendants must pay up to $5,000 per drone sold within 21 days of receiving payment for any contract to purchase drone aircraft
Page 6 — Defendants agree to accelerate and pay the full outstanding balance of all sums owed under the Consent Judgment up to a total of FIVE THOUSAND DOLLARS ($5,000) per drone sold within twenty-one (21) days of Defendants, or any parent's, subsidiary's, affiliate's, or assign's first receipt of payment for any contract to purchase drone aircraft.
TLL-002
Tell
Security interest in all Defendants' assets
Defendants grant Plaintiffs full security interest and lien interest in all of Defendants' assets including IP, subsidiaries, contractual rights, accounts receivable, drone sales, which may be memorialized through UCC-1 filings and liens
Page 8 — Defendants agree and grant to Plaintiff a full security interest and lien interest in all of Defendants' assets, including but not limited to IP, subsidiaries. contractual rights, accounts receivable, drone sales, etc., which may. in Plaintiff's sole discretion. be memorialized through the filing of UCC-1 forms and Liens.
TLL-003
Tell
Defendants' ongoing cooperation obligation
Defendants must keep Plaintiffs fully updated on contract negotiations and provide documentation about drone sale payments upon demand, including copies of relevant documents subject to confidentiality provisions and classification restrictions
Page 8 — Defendants, upon demand of Plaintiffs. shall keep Plaintiffs fully updated as to any and all progress on contract negotiations and provide documentation about payments received for the sale of drones, including providing copies of relevant documents requested by Plaintiffs. subject to the confidentiality provisions set forth in Paragraph 12 below. and to the extent such documents or information are not classified or restricted.
TEN-001
Tension
Mutual release versus carved-out stock claim
Agreement creates tension between broad mutual release of all claims upon first settlement payment and explicit carve-out preserving Plaintiffs' right to re-file stock-related breach claims if compliance conditions not met by December 31, 2023
Page 4, 5, 8 — Upon receipt of the First Settlement Payment. Plaintiff Secure Community. LLC. Plaintiff Atlantic Wave Holdings, I.L.C. and Strikepoint Consulting, LLC. release any and all known or unknown causes of action. claims, counterclaims, or demands... the parties herby agree that if the Cyberlux stock is not brought to current "Pink Status" and the Caveat Emptor legend and restriction is not remedied and removed on or before December 31. 2023. Plaintiffs shall have the option. at their sole discretion, to re-file a new complaint related to the breach by Defendants to create "Negotiable Shares"
TEN-002
Tension
Confidentiality versus enforcement disclosure
Agreement imposes strict confidentiality on settlement terms and litigation discovery information, but explicitly permits disclosure if necessary to collect sums owing or defend against breach claims
Page 9 — The terms and circumstances of this Agreement, and all documents and information disclosed in the Litigation, are completely confidential between the Parties and shall not be disclosed to anybody else... notwithstanding the foregoing. Plaintiff's shall be entitled to use any information received in the Litigation if necessary to collect sums owing under this Agreement and/or to defend against any claims of breach
TEN-003
Tension
Non-disparagement period limitation versus ongoing obligations
Non-disparagement clause applies only through December 31, 2023, while payment obligations extend 36 months from July 2023, creating potential gap where parties may communicate critically about each other while financial obligations remain outstanding
Page 5, 6, 10 — during the period from the date of this Agreement through December 31, 2023. no Party shall communicate, publish, or caused to be published any comments. statements. or information that could reasonably be expected to adversely affect the business interests or reputation of any other Party... Monthly payments shall continue on the first of each month, time being of the essence. until the total Settlement Consideration due to Plaintiffs is paid.
QST-001
Question
Entity name discrepancy: Strikepoint vs. Strikepoints
September 24, 2021 consulting agreement described as executed with entity named 'Strikepoints Consulting, L.L.C' (with 's'), while settlement agreement party and signatory is 'Strikepoint Consulting, LLC' (without 's'). Nature and resolution of this naming discrepancy unclear.
Page 2 — an agreement was executed between an entity described as "Strikepoints Consulting. L.L.C" and Defendant Cyberlux Corporation for certain consulting services (the "Strikepoint Consulting Agreement")... STRIKEPOINT CONSULTING, LLC ("Strikepoint") a separate party with some common interest holders to the Plaintiffs
QST-002
Question
Scope of 'classified or restricted' information exception
Agreement requires Defendants provide documentation about drone sales and contract negotiations 'to the extent such documents or information are not classified or restricted.' Scope, authority, and enforcement mechanism for this exception unclear, particularly regarding government classification versus commercial confidentiality.
Page 8 — Defendants, upon demand of Plaintiffs. shall keep Plaintiffs fully updated as to any and all progress on contract negotiations and provide documentation about payments received for the sale of drones, including providing copies of relevant documents requested by Plaintiffs. subject to the confidentiality provisions set forth in Paragraph 12 below. and to the extent such documents or information are not classified or restricted.
Stage 4
Interpretive — Inferences, Omissions, Patterns
6 nodes
INF-001
Inference
Payment structure reflects revenue uncertainty and creditor protection
Settlement payment structure reveals tension between anticipated drone sales revenue and creditor protection needs: modest initial payment ($150,000), extended 36-month payment period, but aggressive acceleration tied to actual drone sales ($5,000 per unit) and comprehensive security interests. Structure suggests parties negotiated around uncertain revenue projections while Plaintiffs demanded concrete security.
Page 3, 5, 6 — the Parties to this Agreement have been told by Cyberlux for more than six (6) months that Cyberlux anticipates a significant cash inflow connected with the sales of certain drone products... Defendants shall transmit to Plaintiffs, by wire transmission.thirty-Six (36) non-defeasible monthly payments... Defendants agree to accelerate and pay the full outstanding balance of all sums owed under the Consent Judgment up to a total of FIVE THOUSAND DOLLARS ($5,000) per drone sold
INF-002
Inference
Stock compliance carved-out claim indicates unresolved substantive dispute
Explicit preservation of right to re-file stock-related breach claims if Pink Current status not achieved by December 31, 2023 suggests this issue represents either substantively different damages theory, ongoing compliance problem outside Defendants' immediate control, or potential leverage point Plaintiffs unwilling to relinquish despite settlement. Carved-out claim structure unusual in full release settlement.
Page 4, 5 — if the Cyberlux stock is not brought to current "Pink Status" and the Caveat Emptor legend and restriction is not remedied and removed on or before December 31. 2023. Plaintiffs shall have the option. at their sole discretion, to re-file a new complaint related to the breach by Defendants to create "Negotiable Shares", as that breach is alleged and defined in the Complaint, without Defendants asserting a defense of res judicata or collateral estoppel.
INF-003
Inference
Overlapping entity control structure between plaintiffs and Strikepoint
William Welter serves as Managing Director of all three settling entities (Atlantic Wave Holdings, Secure Community, Strikepoint Consulting), and agreement describes Strikepoint as having 'some common interest holders to the Plaintiffs.' Structure suggests coordinated creditor group with shared financial interests, despite formal separation of Strikepoint as distinct party rather than additional plaintiff.
Page 2, 13 — STRIKEPOINT CONSULTING, LLC ("Strikepoint") a separate party with some common interest holders to the Plaintiffs... William Welter. as a Managing Director of Atlantic Wave Holdings, LLC and Secure Community, LLC... William Welter. Managing Director of Strikepoint Consulting, LLC
OMI-001
Omission
No disclosure of IP nature or scope
Agreement repeatedly references 'certain intellectual property' reacquired by Cyberlux under October 2021 IP Agreement but provides no description of IP type, scope, value basis, or field of use. Omission notable given $1.2M original valuation and central role in dispute.
Page 2 — which compensated Plaintiffs for the reacquisition by Defendant Cyberlux of certain intellectual property in exchange for certain installment payments of fixed liquidated sums
OMI-002
Omission
No specification of consulting services rendered
Strikepoint Consulting Agreement for $650,000 described only as 'certain consulting services' with no detail regarding scope, deliverables, performance period, or basis for valuation. Omission notable given substantial contract value and breach claim.
Page 2 — an agreement was executed between an entity described as "Strikepoints Consulting. L.L.C" and Defendant Cyberlux Corporation for certain consulting services (the "Strikepoint Consulting Agreement")
OMI-003
Omission
No details on prior partial payment circumstances
Agreement acknowledges $277,500 in payments already made against $1.2M IP Agreement obligation but provides no context regarding timing, circumstances, or reasons payments stopped, despite this representing only 23% of original obligation being paid before default.
Page 3 — ONE MILLION TWO HUNDRED THOUSAND DOLLARS ($1,200,000) minus payments made of TWO HUNDRED SEVENTY-SEVEN THOUSAND FIVE HUNDRED DOLLARS ($277,500) for a total due of NINE HUNDRED TWENTY-TWO THOUSAND FIVE HUNDRED DOLLARS ($922,500)

Extracted text

13 pages · 24148 characters

Exhibit 9 — Formatted Extract

Type: exhibit
Court: EDVA
Matter: HII v. Cyberlux interpleader
Docket: 3:25-cv-00483
Filing Header

Document 175-11 Filed 04/15/26

Page 1 of 13 PageID#

EXHIBIT 9
EXHIBIT tabbles"

A

SETTLEMENT AGREEMENT

This Settlement Agreement (the "Agreement") is made as of this 15thth day of June 2023, by and between ATLANTIC WAVE HOLDINGS. LLC. SECURE COMMUNITY, LLC (collectively, "Plaintiffs"), CYBERLUX CORPORATION AND MARK D. SCHMIDT (collectively, "Defendants"). and STRIKEPOINT CONSULTING, LLC ("Strikepoint") a separate party with some common interest holders to the Plaintiffs. Plaintiffs, Defendants, and Strikepoint shall collectively be referred to as the "Parties to this Agreement" and Plaintiffs and Defendants shall collectively be referred to as "Parties to the Litigation."

RECITALS

WHEREAS, Plaintiffs and Defendants entered into an agreement on October 8. 2021, which compensated Plaintiffs for the reacquisition by Defendant Cyberlux of certain intellectual property in exchange for certain installment payments of fixed liquidated sums by Defendants to Plaintiffs and "Freely Trading" stock. which had fallen into arrears ("the IP Agreement"); 1

WHEREAS. on September 24, 2021. an agreement was executed between an entity described as "Strikepoints Consulting. L.L.C" and Defendant Cyberlux Corporation for certain consulting services (the "Strikepoint Consulting Agreement"), which called for, inter alia, installment payments of fixed liquidated sums owed by Defendants to Plaintiff. which also fell into arrears:

WHEREAS, Plaintiffs filed its Complaint for breach of said agreements in the Circuit Court of the City of Richmond, Virginia (the "Court"). against Defendants in the civil action titled, Atlantic Wave Holdings, LLC and Secure Community, LLC v. Cyberlux Corporation and Mark D. Schmidt (Case No. CL22-3882) (the "Litigation"). which remains pending:

WHEREAS. the Parties to this Agreement desire to resolve and settle any and all existing disputes between the Plaintiffs and Defendants and between Strikepoint and Defendants to eliminate uncertainty and facilitate final resolution of their respective relationships between the parties; and

file://C:Users willw/Downloads/Cyberlux_Settlement_Agreement ...

WHEREAS. the Parties to this Agreement have been told by Cyberlux for more than six (6) months that Cyberlux anticipates a significant cash inflow connected with the sales of certain drone products.

NOW. THEREFORE, in consideration of the promises, and other good and valuable consideration. the sufficiency of which is acknowledged by the Parties, and intending to be legally bound, the Parties to this Agreement agree as follows:

AGREEMENT
1.
Recitals. The recitals set forth above are incorporated herein.
2.
Settlement Consideration and Consent to Final Judgment. To avoid the substantial cost and uncertainty in prosecuting the Litigation, Defendants agree to the join and simultaneously endorse for immediate entry a consent order awarding a FINAL JUDGEMENT 10 Plaintiffs in the form attached to this Agreement as Exhibit A (the "Consent Judgment"), which will jointly and severally bind Defendants for payment of the following liquidated sums in resolution of certain discreet claims at issue in the Litigation, as well as resolving and terminating any potential dispute that Strikepoint may have against Defendants arising out of the Strikepoint Consulting Agreement:

a. IP Agreement: ONE MILLION TWO HUNDRED THOUSAND DOLLARS ($1,200,000) minus payments made of TWO HUNDRED SEVENTY- SEVEN THOUSAND FIVE HUNDRED DOLLARS ($277,500) for a total due of NINE HUNDRED TWENTY-TWO THOUSAND FIVE HUNDRED DOLLARS ($922,500), as the balance due and owing for installment payments under the IP Agreement between the parties. as that term is defined in the Complaint initiating the Litigation; and

b. Balance of Consulting Agreement: The parties agree to terminate and resolve any disputes arising out of the Strikepoint Consulting Agreement for consideration of: SIX HUNDRED FIFTY THOUSAND DOLLARS ($650,000), as the balance due and owing for installment payments under the Consulting Agreement between the parties.

C. Total Value of the Consent Judgment: The total liquidated sum that shall be due and owing to Plaintiffs under the parties' Consent Judgment shall be ONE MILLION FIVE HUNDRED SEVENTY-TWO THOUSAND AND FIVE HUNDRED DOLLARS ($1,572.500), plus Plaintiffs' costs as defined in 4(d) (the "Settlement Consideration"). which is the sum of the outstanding installment payments owing in the IP Agreement, the Strikepoint Consulting Agreement. and Plaintiffs' costs as appropriately allocated between Plaintiffs and Strikepoint below.

d. Effect of Consent Judgment: The Consent Judgment shall be promptly entered jointly and severally against Defendants and in favor of Plaintiffs in exchange for payment of the full Settlement Consideration. which shall resolve the above styled matter. The parties agree that the Consent Judgment shall not be dischargeable. including by appeal or bankruptcy, in any manner other than by agreement of the parties, to the fullest extent permissible under the law.

€. Stock. Notwithstanding the foregoing, the parties agree that entry of the Consent Judgment awarding FINAL judgment in favor of Plaintiffs and against Defendants shall resolve the pending Litigation. Notwithstanding entry of a Final Order. the parties herby agree that if the Cyberlux stock is not brought to current "Pink Status" and the Caveat Emptor legend and restriction is not remedied and removed on or before December 31. 2023. Plaintiffs shall have the option. at their 3

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sole discretion, to re-file a new complaint related to the breach by Defendants to create "Negotiable Shares", as that breach is alleged and defined in the Complaint, without Defendants asserting a defense of res judicata or collateral estoppel. Plaintiffs recognize that matters can be delayed at no fault of a party and to that end shall consider an extension of the aforementioned deadline (December 31, 2023) upon the showing of credible evidence to do so, for an extension period to be decided at the reasonable discretion of Plaintiffs.

3.
Compliance with Court Orders dated December 13. 2022 & April 7. 2023. Within twenty-one (21) days of execution of this Agreement. Defendants shall pay the sanctions of $3,895.00 and $6.842.50. as provided by the Court's Orders in the Litigation.
4.
How the Settlement Consideration Shall be Paid. The Settlement Consideration shall be paid by Defendant to Plaintiff as follows:

al. First Settlement Payment: Within thirty (30) days after the simultaneous execution of this Agreement, and entry of the Consent Judgment, and the receipt by Cyberlux of its first installment payment for the anticipated sale of drones or other revenue whichever occurs last, but in no event more than forty-five (45) days from the execution of this Agreement, Defendants shall transmit to Plaintiffs. by wire transmission. the non-defeasible sum of One Hundred Fifty Thousand Dollars ($150.000) (the "First Settlement Payment"). The delivery of the First Settlement Payment shall require the actual receipt of the Settlement Payment by Plaintiffs as set forth herein. Time being of the essence.

b. Monthly Installments Thereafter to Plaintiffs: Defendants shall transmit to Plaintiffs, by wire transmission.thirty-Six (36) non-defeasible monthly payments of TWENTY-ONE THOUSAND FOUR HUNDRED AND FIFTY- NINE DOLLARS ($21.459.00) payable on the first day of each month, beginning

in July 2023. Monthly payments shall continue on the first of each month, time being of the essence. until the total Settlement Consideration due to Plaintiffs is paid. Defendants agree to accelerate and pay the full outstanding balance of all sums owed under the Consent Judgment up to a total of FIVE THOUSAND DOLLARS ($5,000) per drone sold within twenty-one (21) days of Defendants, or any parent's, subsidiary's, affiliate's, or assign's first receipt of payment for any contract to purchase drone aircraft.

C. Monthly Installments Thereafter to Strikepoint: Defendants shall transmit to Strikepoint, by wire transmission.thirty-Six non-defeasible monthly payments of EIGHTEEN THOUSAND FIFTY-FIVE DOLLARS AND FIFTY-SIX CENTS ($18.055.56) payable on the first day of each month, beginning in July of 2023. Monthly payments shall continue on the first of each month. time being of the essence, until the total Settlement Consideration due to Strikepoint is paid. Defendants agree to accelerate and pay the full outstanding balance of all sums owed under the Consent Judgment up to a total of FIVE THOUSAND DOLLARS ($5,000) per drone sold within twenty-one (21) days of Defendants, or any parent's. subsidiary's. affiliate's. or assign's first receipt of payment for any contract to purchase drone aircraft.

d. Costs. including Legal Fees: In addition to the sums above, Defendants agree to pay all Plaintiffs' costs, including but not limited to, attorney's fees and expert witness fees. accrued in and with this Litigation within 60 (sixty) days of the full execution of this Agreement or upon terms agreed to by the parties. Subject to the following CAP. Plaintiffs agree to CAP costs and attorney's fees, for cost and attorney's fees relevant the matters dealt with in this settlement agreement, at 12% of the value of the total settlement or ONE HUNDRED EIGHTY-EIGHT

THOUSAND SEVEN HUNDRED DOLLARS ($188.700). The CAP does not apply to restrict or limit Plaintiffs ability to pursue costs and attorney's fees should Defendants breach this Agreement. This obligation shall be added to the total balance due specified in section 2(bl above and paid to Strikepoint.

e. Manner of Payment: All payments shall be wired to Plaintiffs and to Strikepoint. Information and Instructions for completing the wire transfer shall be provided to Defendants' Counsel upon execution of this agreement. Plaintiff may change its payment instructions from time to time by providing written notice. 丁 Effect of Full Payment: Upon payment of all sums due and owing herein, the Judgment entered herein shall be marked "Satisfied."

g. No Other Beneficiary: The payment of funds herein shall not operate to release any other party, other than the Parties to this Agreement. as set forth below. Nor shall the dismissal of any claim herein inure to the benefit of any party who is not a Party to this Agreement.

5.
Notice of Satisfaction. Within ten (10) business days of Plaintiff receiving the complete Settlement Consideration and satisfactions of all terms herein, Plaintiff shall file a Notice of Satisfaction, pursuant to Va. Code Ann. § 16.1-94.01.

S

6.
Mutual Release of All Claims. Immediately upon endorsement of this Agreement. except for the obligations expressly set forth herein and any claims or actions for breach or enforcement of this Agreement, Defendants Cyberlux Corporation and Mark D. Schmidt. individually, hereby release any and all causes of action, claims. counterclaims, or demands, present or future, known or unknown, asserted or unasserted. against Plaintiffs or any of Plaintiffs' members, officers, agents. counsel. employees, and affiliates arising or accruing from the beginning of time and up to and including the date of this Agreement, including all claims based upon or in any way relating to the IP Agreement, the Strikepoint Consulting Agreement, Plaintiffs'

Cyberlux_Settlement Agreement_Final_002 - 1.pdf

ownership of stock in Cyberlux Corporation. Plaintiff's prosecution of the Litigation, or the negotiation and entry into this Agreement. Upon receipt of the First Settlement Payment. Plaintiff Secure Community. LLC. Plaintiff Atlantic Wave Holdings, I.L.C. and Strikepoint Consulting, LLC. release any and all known or unknown causes of action. claims, counterclaims, or demands, present or future. asserted or unasserted. against Defendants or any of Defendant Cyberlux's members. officers, agents. counsel. employees, and affiliates arising or accruing from the beginning of time and up to and including the date of this Agreement, including all claims based upon or in any way relating to the IP Agreement. the Strikepoint Consulting Agreement, Plaintiffs' prosecution of the Litigation, or the negotiation and entry into this Agreement.

7.
Security Interest and Lien Interest. Defendants agree and grant to Plaintiff a full security interest and lien interest in all of Defendants' assets, including but not limited to IP, subsidiaries. contractual rights, accounts receivable, drone sales, etc., which may. in Plaintiff's sole discretion. be memorialized through the filing of UCC-1 forms and Liens.
8.
Updates and Continued Cooperation: Defendants, upon demand of Plaintiffs. shall keep Plaintiffs fully updated as to any and all progress on contract negotiations and provide documentation about payments received for the sale of drones, including providing copies of relevant documents requested by Plaintiffs. subject to the confidentiality provisions set forth in Paragraph 12 below. and to the extent such documents or information are not classified or restricted. Defendant Cyberlux shall also in good faith provide any assistance that it can reasonably provide and required by Plaintiff's in their effort to bring their CYBL stock shares into compliance G so that the shares will be accepted by a reputable brokerage firm in order to permit the trading of such shares on the OTC Market .
9.
Compliance: Defendants represent to Plaintiff Secure Community, LLC that Defendants have used reasonable efforts to comply with all State. Federal and OTC Markets rules and regulations (subject to the fact that Cyberlux shares are currently subject to the "Caveat

Cyberlux Settlement_Agreement_Final _002 -1.pdf

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Emptor" restriction) and will continue to use any and all reasonable efforts to maintain compliance at all times.

10.
Financial Statements: Defendants hereby represent that any Financial Statements published or produced hereunder or publicly filed which Plaintiff has relied upon in entering into this Agreement. have been prepared in good faith and in accordance with OTC standards and are materially true and accurate.
11.
. OTC Markets: Defendants hereby represent that Defendants are using any and all reasonable efforts to resolve all issues with OTC Markets that is causing the OTC Markets to issue its caveat emptor restriction and will continue to use any and all reasonable efforts to have the Caveat Emptor restriction currently imposed by OTC Markets removed so that the stock will be returned to "Pink Current" as soon as reasonably possible.
12.
Stockholders' Rights: The parties agree that this agreement shall not affect Plaintiff's rights as stockholders in any manner going forward.
13.
Confidentiality of Settlement Terms and Discovery Information. The terms and circumstances of this Agreement, and all documents and information disclosed in the Litigation, are completely confidential between the Parties and shall not be disclosed to anybody else. Any disclosure or violation shall be deemed a breach of this Agreement. If a Party discloses confidential information in material violation of this paragraph, then, following written notice to such Party summarizing such violation and such Party's failure to cure such material violation within fourteen (14) days of receiving such notice. then such Party may be deemed to have breached this Agreement. If a breach is to occur, notwithstanding the foregoing. Plaintiff's shall be entitled to use any information received in the Litigation if necessary to collect sums owing under this Agreement and/or to defend against any claims of breach, and Defendants shall be entitled to use such information to defend against any claims of breach, though reasonable efforts will be made to keep such information private.

Cyberlux Settlement_Agreement Final 002 - 1.pdf 2781 file: C: Users willw:Downloads/Cyberlux_Settlement_Agreement ...

14.
Non-Disparagement. The Parties to this Agreement further agree that, in order to facilitate the transactions and obligations set forth herein, during the period from the date of this Agreement through December 31, 2023. no Party shall communicate, publish, or caused to be published any comments. statements. or information that could reasonably be expected to adversely affect the business interests or reputation of any other Party. If it is alleged a party materially disparaged the other party in violation of this paragraph, then, following written notice to such Party summarizing such violation and such Party's failure to cure such material violation within fourteen (14) days of receiving such notice. then such Party may be deemed to have breached this Agreement.
15.
Advice of Counsel: The Parties to this Agreement represent and warrant that they have chosen to execute this Agreement of their own volition and free will after fully reviewing the Agrecinent and having the opportunity to seek the advice of counsel. Accordingly, the rule of contract interpretation to the effect that any ambiguities are to be resolved against the drafting party will not be employed in any interpretation of this Agreement.
16.
Entire Agreement. This Agreement constitutes the entire agreement between the Parties pertaining to the matters withi which it deals, and it supersedes all prior agreements pertaining to those matters. This Agreement may only be modified by written consent of the parties.
17.
Severability of Provisions. If any clause or provision, or any part of any clause or provision, of this Agreement is found by the court to be illegal, invalid, or unenforceable under present or future laws, then the remainder of this Agreement shall not be affected thereby, and it shall be construed as if the unenforceable clause or provision. or the offending part of any clause or provision, were deleted.
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18.
Successorship. It is the intention of the Parties to this Agreement that the provisions hereof are binding upon the Parties, their employees, affiliates, agents, heirs, successors, and assigns forever.
19.
Attorneys' Fees and Costs. In addition, as provided for herein, Defendants shall be responsible for the payment of Plaintiffs' attorneys' fees and costs in any action caused by the breach of this Agreement. The CAP referenced in paragraph 4(d) does not apply to this paragraph for costs and attorney's fees resulting from a breach of this Agreement.
20.
Counterparts. This Agreement may be executed in any number of counterparts, including electronic signatures, each of which will be deemed an original.
21.
Remedies for Breach. As noted above. in the event of a breach of this Agreement by Plaintiffs, Defendants shall be entitled to file an action for said breach and seek all remedies available under law, including injunctive relief. In the event of a breach of this Agreement by Defendants, Plaintiffs may seek relief, including damages, restitution, and/or injunctive relief. Defendants agree that Plaintiff shall be entitled to injunctive, ex-parte and/or any other relief available either in the present matter or subsequent court matters needed to enforce this Agreement. A breach shall be defined as, among other things, the breach of any material term of this agreement not being fulfilled including. but not limited to. failure to make timely payments and failure to timely provide requested information. For the avoidance of doubt, any payment not received by the first of each month shall be deemed late. any information requested shall be due in ten (10) calendar days and, unless cured within 3 calendar days, will be considered a breach of this Agreement.
22.
Governing Law. This Agreement is governed by the laws of the Commonwealth of Virginia without giving effect to conflict of law principles. Venue for any future disputes hereunder. including any carved-out claims reserved in Section 2(e) above, shall solely lie in either the Circuit Court of the City of Richmond, Virginia. or the United Stated District Court for the

Eastern District of Virginia in the Richmond Division. Defendants hereby agree and submit to the Jurisdiction of the foregoing Courts, including personal jurisdiction. for any such future action.

23.
Headings. The headings in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
24.
Authority. The undersigned warrant and represent that they have actual authority to execute this Agreement on behalf of the Parties.

Mark. Allesromer Signatures Permitted. The Parties to this Agreement will accept electronic signatures as being effective signatures for the purposes of endorsing this Agreement. and any counterparts or amendments to this Agreement.

26.
Construction. In the event of an ambiguity or if a question of intent or interpretation arises. this Agreement shall be construed as if drafted jointly by the Parties.

THE PARTIES FULLY UNDERSTAND THE FINAL AND BINDING EFFECT OF THIS AGREEMENT. THE ONLY PROMISES OR REPRESENTATIONS MADE TO ANY SIGNATORY ABOUT THIS AGREEMENT ARE CONTAINED HEREIN. THE PARTIES ARE VOLUNTARILY AND KNOWINGLY SIGNING THIS AGREEMENT.

IN WITNESS WHEREOF, and intending to be legally bound, the Parties hereto set their hands and seals.

Can 8 Hoyos Charles Watts. Jr. in his capaces Special Counsel for Cyberlux Corporation and Mark D. Schmidt

Date: 06/15/2023

Mart D. Schmitt Mark D. Schmidt. individually and on behalf of Cyberlux Corporation, as its President

Date: 06/15/2023

Date:

June 15, 2023

William Welter. as a Managing Director of Atlantic Wave Holdings, LLC and Secure Community, LLC

STRIKEPOINT CONSULTING, LLC

Cinia Timein

Date:

4/15/2023

Cheri Nolan. CEO and President of Strikepoint Consulting. L.I.(*

In volt

Date:

June 15, 2023

William Welter. Managing Director of Strikepoint Consulting, LLC

Original source file

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File
ip-hii-edva-00483-doc-0175-exhibit-11.pdf
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c2fae6b706e9814954aa031217a785138e7d463f6079066dbc6c7a7a873dc403