Exhibit 2

This Amended and Restated Government Purchase Order Financing Agreement ("Agreement") is made effective as of March 27, 2024 by and between Legalist SPV III, LP ("Lender") and Cyberlux Corporation and Datron World Communications, Inc. (each and together, "Borrower").

Lender hereby agrees to provide Borrower the services specified in this Agreement and establishes for a period extending one year from the date hereof (the "Facility Maturity Date") a revolving line of credit for Borrower in the aggregate maximum principal amount of $7,000,000 (the "Credit Limit").

a. Details of all obligations (including, but not limited to, invoices, aging reports, and related information) of Government Account Debtors;

b. Details of all accounts payable obligations of Borrower relating thereto;

c. . A completed Borrowing Base Certificate in the form attached as Exhibit A;

d. If applicable, a completed Request for Disbursement in the form attached as Exhibit B; and

e. Such other information as Lender may reasonably request (collectively, an "Information Request").

a. The services described therein were (or, as applicable, shall be) in fact rendered and that the Eligible Purchase Orders (defined below) evidenced thereby are and will continue to be genuine, bona fide, and collectable and without right of offset, counterclaim, or right of return or cancellation; and

b. If it is notified of any dispute, or of any right of offset, counterclaim, or right of return or cancellation against any Government Account Debtor's obligation to Borrower, it will immediately notify Lender in writing.

c. In addition to Borrower's obligation to provide a monthly Information Request to Lender, Borrower hereby agrees that it shall also furnish Lender with full financial statements (expressly including proof of payment and/or compliance with all federal, state and/or local tax requirements not later than the forty fifth (45th)

day after the end of each calendar quarter) that Borrower keeps in the ordinary course of business in accordance with generally accepted accounting principles consistently applied, and Borrower shall certify that all information contained therein is and shall be true and correct ("Quarterly Reporting Obligation"). In addition to any Quarterly Reporting Obligation, Borrower further agrees to provide Lender with a copy of the Borrower's books and records otherwise due in connection with any Quarterly Reporting Obligation promptly upon demand at any time upon reasonable notice to Borrower.

Bank: Silicon Valley Bank Account Name: Legalist SPV III, LP

Account No:

ABA No:

Borrower further agrees that all payments made hereunder shall be made pursuant to the foregoing wire instructions only. Lender is unable to accept payment by check.

a. Hold such payment irrevocably in trust for Lender, separate and apart from Borrower's own funds;

b. Deliver such payment within one (1) business day to Lender pursuant to the wire instructions contained in Section 5 hereinabove; and

c. Immediately notify the payee in writing to send future payments to Lender pursuant to such wire instructions.

and/or purchase orders not previously provided to Lender (collectively, an "Advance Request") and the completion of Lender's due diligence relating thereto, and the receipt by Lender of a satisfactory counterparty acknowledgement of an executed Instrument of Assignment in the form attached as Exhibit C, Lender shall promptly disburse the requested amount to Borrower, subject to the terms hereof.

LENDER SHALL NOT PROCESS MORE THAN ONE ADVANCE REQUEST PER CALENDAR WEEK.

9.1 Subject to the Credit Limit, the total amount of funding available to Borrower hereunder shall be 50% of the face value of each eligible purchase order, task order, delivery order, or statement of work related to existing government contracts that (x) has not been disqualified :selected: by Lender for credit reasons and (y) is not disputed by :selected:

the Government Account Debtor (collectively, the "Eligible Purchase Orders"); less amounts outstanding hereunder.

9.2 Interest on outstanding principal balances shall accrue daily at the U.S. prime rate in effect from time to time (divided by 365) plus 0.0164%, with interest accrued in a given calendar month due and payable in arrears on the earlier to occur of the Facility Maturity Date or the last business day of the following month (the earlier of such date, the "Advance Maturity Date").

9.3 Omitted.

9.4 A commitment fee equal to 1.00% of the Credit Limit shall be deemed fully earned by Lender on the date hereof and due and payable in 12 equal monthly installments beginning upon the first Advance Maturity Date.

9.5 When advanced amounts outstanding hereunder (a) total between 50% and 75% of the Credit Limit, the annualized interest rate in Section 9.2 shall be reduced by 50 basis points and (b) total at least 75% of the Credit Limit, the annualized interest rate in Section 9.2 shall be reduced by 75 basis points.

9.6 Borrower's aggregate obligations hereunder shall not exceed, without Lender's prior written approval, the Credit Limit. If such obligations either exceed the Credit Limit or individual advances exceed the percentages in Section 9.1, Lender shall have no obligation to further fund until Borrower pays the amount of excess, which Borrower hereby agrees to pay upon demand.

9.7 All amounts described in this Section 9 (together with all other amounts owing hereunder) not due on an Advance Maturity Date shall be due and payable upon the Facility Maturity Date.

9.8 Collections received by Lender in excess of amounts then owed by Borrower will be remitted to Borrower in due course pursuant to the following wire instructions: Bank: Huntington Bank

Account Name: Cyberlux Corporation

Account No:

ABA No:

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a. The Collateral is free and clear of all liens, encumbrances, security interests, and adverse claims (other than those granted to Lender hereunder), other than the Atlantic Wave Liens;

Borrower acknowledges that it shall not obtain any additional financing that is secured by the Collateral after entering Into this Agreement.

Int puDS Initials:

b. All Eligible Purchase Orders in an Advance Request are and at all times will continue to be genuine, bona fide, and collectable and without right of offset, counterclaim, or right of return or cancellation;

Borrower acknowledges that it shall not submit for funding any"purchase order that may be disputed or cancelled buthe Government Account Debtor.

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c. Omitted.

d. Borrower's books and records do and shall fully and accurately reflect all of Borrower 's assets and liabilities other than the Atlantic Wave Litigation (absolute and contingent) and have been and shall be kept in the ordinary course of business in accordance with generally accepted accounting principles consistently applied, and all information contained therein is and shall be true and correct;

Borrower acknowledges that its books and records shall be maintained and accurate.

MDS

Initials:

e. All taxes of any governmental or taxing authority due or payable by, or imposed or assessed against, Borrower, have and shall be paid in full before delinquency; DS atny Borrower acknowledges that it shall timely pay all taxes. Initials:

f. There is no action or proceeding pending by or against Borrower before any court or administrative agency or pending, threatened, or imminent governmental investigation, or other claim, complaint, or prosecution involving Borrower, other than the Atlantic Wave Litigation;

Borrower acknowledges that there are no pending actions against it (other than the Atlantic Wave Litigation) MDS Initials:

g. Borrower has the legal power and authority to enter into this agreement and to perform and discharge its obligations hereunder; and

Borrower acknowledges that there is nothing preventing it from entering into this Agreement.

Initials: MIS

h. No information furnished by or on behalf of Borrower (including but not limited to facts, figures, and representations given) contains or shall contain any untrue statement of, or omit any, material fact.

Borrower acknowledges that it has not provided any false information to Lender.

Initials: MIS

The foregoing acknowledgments are not intended to be, and shall not be construed as, an exhaustive list of all potential breaches of this Agreement. For the avoidance of doubt, each acknowledgment is in addition to, and not in lieu of, any obligations under this Section 18.

Borrower acknowledges that it is reaffirming each warranty, representatiog, and/or covenant in Section 18 with each Advance Request that it submits. MIS

Initials:

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a. Receive, take, endorse, assign, deliver, accept, and deposit, in the name of Lender or Borrower, cash, checks, commercial paper, drafts, remittances, and other instruments and documents relating to any Eligible Purchase Orders, other Collateral, or the proceeds thereof;

b. Take or bring, in the name of Lender or Borrower, all steps, actions, suits, or proceedings necessary or desirable to (i) perform any contract or other arrangement giving rise to any Eligible Purchase Orders (ii) otherwise collect or realize on any Eligible Purchase Order, other Collateral, or the proceeds thereof;

c. To extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any terms or conditions, any and all, or Collateral and discharge or release any Government Account Debtor or other obligor, without affecting any amounts due hereunder; and

d. To execute and file any financing statement or similar document that may be necessary or desirable to perfect or maintain the lien and security interest granted herein. Borrower hereby approves and ratifies any financing statement filed by Lender against Borrower prior to the date hereof.

In no event will Lender have any liability to Borrower for lost profits or other special or consequential damages relating to the foregoing or otherwise.

a. Borrower makes any false, misleading, or untrue representation or warranty in connection herewith or fails to comply with any covenant or agreement herein;

Borrower acknowledges that it shall not provide any false information to Lender. MISS

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b. Borrower makes a general assignment for the benefit of its creditors other than Lender or commences or has commenced against it any proceeding under any title 11 of the United States Code or any similar law existing for the relief from creditors;

Borrower acknowledges that it shall not file any proceeding.

bankruptcy Ps

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c. A receiver or trustee is appointed for Borrower, or any proceeding is instituted for the dissolution or full or partial liquidation of Borrower;

Borrower acknowledges that it shall not cause any proceeding to be filed leading to liquidation of its assets. Initials:

d. A sale or transfer is affected of Borrower in one or a series of related transactions of 50% or more of the interests of Borrower without the prior written approval of Lender;

Borrower acknowledges that it shall not sell a majority of the company without Lender's prior approval. MAS Initials:

e. Any change occurs in Borrower's business or business structure, expressly including its ownership or financial condition or there occurs any dispute between its principals/managers/officers, any of which (in Lender's sole and absolute discretion) causes Lender to deem itself insecure;

Borrower acknowledges that it shall not change any material aspect of its business structure.

MIS

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f. Any subordination agreement whereby any indebtedness of Borrower to any third party is subordinated to Borrower's obligations to Lender is amended without Lender's prior written consent of Lender or is breached or repudiated in any manner by Borrower;

Borrower acknowledges that it shall not amend any subordinations agreement without Lender's prior approval. MDS Initials:

g. Borrower retains or converts moneys properly due to Lender, including failing to repay all amounts outstanding hereunder on an Advance Maturity Date, the Facility Maturity Date, and/or when otherwise due hereunder;

Borrower acknowledges that it shall not misappropriate any funds owed to Lender. DS

MDS

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h. Any guarantor of Borrower's obligations to Lender fails to perform or observe any obligation to Lender or notifies Lender of an intention to rescind, modify, terminate or revoke any guaranty, or any such guaranty ceases to be in full force and effect for any reason whatsoever;

Borrower acknowledges that any breach by a guarantor is a default/befunder.

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i. A federal, state, or local tax lien is filed against the Borrower, its principals, or any Collateral;

Borrower agknowledges that it shall not cause any tax liens to be filed against it or its principals. MIS Initials:

j. Borrower fails to timely furnish Lender with full financial statements as required in Section 3(c) hereinabove; or Borrower_acknowledges that it shall provide full financial statements in timely fashion. Initials: MDS

k. Borrower defaults under any other agreement or instrument under which Borrower owes or guarantees payment or performance.

Borrower acknowledges that a default under any of its other agreements is a default hereunder.

Initials: sam

l. Any of Borrower's contracts with any Government Account Debtor are terminated.

Borrower acknowledges that termination of any contract is grounds for default hereunder.

Initials: MIS

The foregoing acknowledgments are not intended to be, and shall not be construed as, an exhaustive list of all potential Events of Default. For the avoidance of doubt, each acknowledgment is in addition to, and not in lieu of, any Events of Default under this Section 21.

Borrower shall provide Lender immediate written notice of the occurrence of any Event of Default.

After an Event of Default, Lender may suspend or terminate Lender's obligations to make advances and/or render other services hereunder upon notice of termination to Borrower, after which all Advance Maturity Dates and the Facility Maturity Date shall be deemed to have occurred and Borrower shall be obligated, without further demand, protest, or notice of any kind, to pay immediately to Lender the full amount of its outstanding obligations hereunder. Upon the occurrence of an Event of Default, Lender may take all steps necessary or desirable to collect such amount, expressly including those in Section 15. After an Event of Default, Borrower, its successors or assigns, shall be chargeable with and agrees to pay all costs of collection and defense, including attorneys' fees and costs, actually incurred by Lender, all of which shall accrue interest at the rate specified in Section 22 herein below, through the date of repayment in full.

Lender for any purpose or reason. Such employees shall at all times be recognized as the employees of Borrower for all purposes. Borrower shall, promptly after each pay period as required, make payments to the Internal Revenue Service for federal taxes, to the applicable state authority for state taxes, and to any other governmental agency to which any tax or similar payment obligation is due with respect to its employees' activities. Borrower shall cause Lender to be given promptly suitable evidence of all such payments.

Docusign Ecvaers 3:25%V860483-JAGCIF-DEZert5175-3

representatives, and successors. Lender may assign its rights and obligations hereunder upon notice to Borrower; provided that assignments to an affiliate shall not require prior notice to be effective.

a. The arbitrator shall, within two days of appointment, conduct a conference call or meeting with the parties and/or their counsel to establish a schedule for receipt of simultaneous letter briefs not to exceed five single- spaced pages;

b. The parties may submit reply letter briefs, not to exceed two single-spaced pages, before close of business on the day preceding an expedited hearing;

c. The arbitrator shall, within eight days of appointment, conduct an expedited hearing and receive argument on the letter briefing; and

d. The arbitrator shall, within 48 hours of such hearing, issue a written final decision, including reasoning, which shall be sent to and binding on the parties.

contract, agreement or undertaking to which Borrower is a party or by which it is bound.

Docusign Ecase 3:25℃V800483-JAGC1F-BSEUMert 175-3 Filed 04/15/26 Page 8 of 15 PageID# 2716

IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of the first date written above.

LENDER:

LEGAL'RSUIS iSTAVYIII, LP

By

Brian t. Rice

Name: Brian 1.Rice

Title: Authorized Signatory

Address: 58 West Portal Ave. #747 San Francisco, CA 94127

Email: receivables@legalist.com

BORROWER:

CYBERLUX CORPORATION

By

Mark D. Schmidt

CB9FE73498DE446. Name: Mark D. Schmidt

Title: President and CEO Address: 800 Park Offices Dr., Ste. 3209

Research Triangle, NC 27709 Email: mschmidt@cyberlux.com

Jurisdiction of Organization:

Nevada

DATRON WORLD COMMUNICATIONS, INC. By Mark D. Schmidt

CB9EF73498DE446.

Name: Mark D. Schmidt

Title:

Address: 995 Joshua Way, Ste. A Vista, CA 92081

Email: mschmidt@cyberlux.com

Jurisdiction of Organization: California

This Amended and Restated Guaranty of Financing Agreement (the "Guaranty") is made effective as of March 27, 2024, by Mark D. Schmidt ("Guarantor"), in favor of Legalist SPV III, LP ("Lender"). Guarantor and Lender are collectively referred to as "Parties."

WHEREAS Lender has agreed to fund Cyberlux Corporation and Datron World Communications, Inc. (each and together, the "Company") the sum of up to $7,000,000 (the "Investment") pursuant to an Amended and Restated Government Purchase Order Financing Agreement among the Company and Lender (as in effect from time to time, the "Agreement"), which is hereby incorporated by reference herein;

WHEREAS, as a condition precedent to the Investment, Lender requires Guarantor to execute and perform in accordance with this Guaranty; and

WHEREAS Guarantor desires to induce Lender to make the Investment in reliance on this Guaranty.

NOW, THEREFORE, in consideration of the Investment, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Guarantor agrees as follows:

For purposes of this Guaranty, the term "Indebtedness" means the obligation of the Company to pay all obligations to Lender thereunder on or before an Advance Maturity Date and/or the Facility Maturity Date (as defined in the Agreement).

heirs, executors, administrators, and successors of Guarantor; provided this Guaranty may not be assigned without prior written consent of Lender.

Docusign Enve Case 3:25-CV 00483 -JAG-DBDocument 175-3

actually incurred by Lender, all of which shall accrue interest at the rate specified in Section 22 of the Agreement, through the date of repayment in full.

GUARANTOR:

DocuSigned by:

MARK"D" SCHMIDT

Mark D. Schmidt

Address: 1134 Fearrington Post Pittsboro, NC 27312 Email: mschmidt@cyberlux.com

Jurisdiction of Residence:

North Carolina

Filed 04/15/26 Page 10 of 15 PageID#

either written or oral, between the Parties with respect to this subject. This Guaranty shall supersede any and all previous agreements.

Docusign Enve

Filed 04/15/26 2719

Page 11 of 15 PageID#

Borrower: Cyberlux Corporation and Datron World Communications, Inc. Month Ending:

$

$

$

a. Current Funded Contracts/PO (Advance Rate: 50%)

i. Contract/PO:

1.

Total Amount of Contract/PO: :unselected:

$

2.

Outstanding on Contract/PO: :unselected:

$

3.

Remaining Availability:

$

(Line 3(a)(i)(1) - Line 3(a)(i)(2) x Advance Rate)

4.

New Request:

$

$

ii. Contract/PO:

1.

Outstanding on Contract/PO:

$

2.

Remaining Availability:

$

$

4.

Collections:

$

iii. Contract/PO:

1.

Outstanding on Contract/PO:

$

$

$

$

b. New Contracts/PO

i. Contract/PO:

$

$

(Line 3(b)(i)(1) x Advance Rate)

$

ii. Contract/PO:

1.

Total Amount of Contracts:

$

2.

Availability:

$

3.

Requested Distribution:

$

iii.

Contract/PO:

1.

Total Amount of Contracts:

$

2.

Availability:

$

$

4.

Total Contracts/PO Available for Funding:

$

(Sum of "Remaining Availability" + "Availability" Lines in Section 3)

5.

Current Request for Distribution (if applicable):

$

6.

New Line Balance (Line 2 - Line 3 + Line 5):

$

7.

Remaining Availability Based on Credit Limit (Line 1 - Line 6):

$

8.

Remaining Availability Based on Contracts/PO (Line 4 - Line 5):

$

Borrower certifies that this Borrowing Base Certificate, submitted pursuant to its Amended and Restated Government Purchase Order Financing Agreement (the "Agreement") with Legalist SPV III, LP (the "Lender"), is true and correct as of the first date written above. Borrower further certifies that (a) neither Lender nor it has defaulted on any of their respective obligations in the Agreement, and no other event has occurred or circumstance exists that would permit it or Lender to terminate the Agreement, both as of the date hereof and (b) all representations and warranties by it in the Agreement are true and correct as of the date hereof.

Nothing herein shall supersede or change the Agreement, and both the Agreement and this Borrowing Base Certificate shall be interpreted together as one document.

CYBERLUX CORPORATION

By

Name: Mark D. Schmidt

Title: President and CEO Address: 800 Park Offices Dr., Ste. 3209 Research Triangle, NC 27709 Email: mschmidt@cyberlux.com

DATRON WORLD COMMUNICATIONS, INC.

By

Name: Mark D. Schmidt

Title: CEO & President Address: 995 Joshua Way, Ste. A Vista, CA 92081

[Date]

To: Legalist SPV III, LP

Reference is made to the Government Purchase Order Financing Agreement (the "Agreement"), dated as of March 27, 2024, between Cyberlux Corporation and Datron World Communications, Inc., as Borrower, and Legalist SPV III, LP, as Lender. Capitalized terms used but not defined herein have the meanings assigned to them in the Agreement. The undersigned hereby confirms that:

Account Name: Bank: ABA (for wires): Account No .:

Callback No (Telephone):

CYBERLUX CORPORATION

By Name: Mark D. Schmidt

Title: President and CEO Address: 800 Park Offices Dr., Ste. 3209 Research Triangle, NC 27709 Email: mschmidt@cyberlux.com

DATRON WORLD COMMUNICATIONS, INC.

By Title: CEO & President Name: Mark D. Schmidt Address: 995 Joshua Way, Ste. A Vista, CA 92081

Docusign Envebase 36253800483-JAG-DBDocument 175-3 Filed 04/15/26 Page 14 of 15 PageID# 2722 Exhibit C Instrument of Assignment

Reference is made to that certain Government Purchase Order Financing Agreement (the "Agreement"), dated as of March 27, 2024, between Cyberlux Corporation and Datron World Communications, Inc., as assignor ("Assignor"), and Legalist SPV III, LP as assignee ("Assignee"). Capitalized terms used but not defined herein have the meanings assigned to them in the Agreement.

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee agree as follows:

LEGALPSPStoped byII, LP By Brian t. Rice

Name. BAIRRAF3FRFCCB ...

Title: Authorized Signatory

Address: 58 West Portal Ave. #747 San Francisco, CA 94127

Email: receivables@legalist.com

BORROWER:

CYBERdclsigned @RPORATION By Mark D. Schmidt *

Naine: defark3198 Schmidt Title: President and CEO Address: 800 Park Offices Dr., Ste. 3209 Research Triangle, NC 27709 Email: mschmidt@cyberlux.com

DocuSigned by: DATRON WORLD COMMUNICATIONS, INC.

Mark D. Schmidt *

By CB9EF73498DE446.

Name: Mark D. Schmidt Title: Ceo & President Address: 995 Joshua Way, Ste. A Vista, CA 92081 Email: mschmidt@cyberlux.com

*Authorized representative and corporate secretary

Docusign Enve Case 3.25 CV-00483-JAG DBDocument 175-3 Filed 04/15/26

Page 15 of 15 PageID#

Eligible Purchase Orders [Attach contract(s) and/or invoice(s).]