IP HII EDVA 00483 Doc. 0180 Exhibit 3

EXHIBIT

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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."

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");

WHEREAS. Plaintiff's 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

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:

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.

e. 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. Plaintiff's shall have the option. at their 3

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.

a. 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. Plaintiff's 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 5

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(b) above and paid to Strikepoint.

c. 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.

f. 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.

G 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'

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, LLC. 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.

Cyberlux Settlement_Agreement Final 002 -1.pdf

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

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.

Mars. ElectromenSignatures 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.

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 scals.

Cam 8 days Charles Watts. Jr. in his capaci as Special Counsel for Cyberlux Corporation and Mark D. Schmidt

Date: 06/15/2023

Mart D. Schmidt

Date: 06/15/2023

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

Date: June 15, 2023

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

STRIKEPOINT CONSULTING. LLC

Che Tirian

Date: 4/15/2023

Cheri Nolan. CEO and President of Strikepoint Consulting. L.L.C

In att

Date:

June 15,2023

William Welter. Managing Director of Strikepoint Consulting. LLC