Each card carries the governed distillate name from the database. Open the quoted anchor before relying on the interpretation.
quotationattribution
The incorporated recitals and agreed balances acknowledge IP and consulting arrears.
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Case 3:25-cv-00483-JAG
Document 180-3
Filed 04/15/26
Page 1 of 12 PagelD# 3847
Cyberlux Settlement Agreement
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EXHIBIT
SETTLEMENT AGREEMENT
This Settlement Agreement (theạAgreement") is made as of this 15th day of June 2023,
by and between ATLANTIC WAVE HOLDINGS, LLC. SECURE COMMUNITY, LLC
(collectively. ạPlaintiffs"). CYBERLUX CORPORATION AND MARK D. SCHMIDT
(collectively, "Defendants"). and STRIKEPOINT CONSULTING, LLC ("Strikepoint) a
separate party with some common interest hoiders to the Plaintifts. 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"):
WHEREAS. on September 24. 2021. an agreement was executed between an entity
described asạStrikepoints Consulting. LI.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 Communin, LLC v. Cyberlux Corporation and Mark D.
Schmidt (Case No. CL22-3882) (theLitigation"). 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.
eliminate uncertainty and facilitate final resolution of their respective relationships between the
parties; and
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Cyberlux Settlement Agreement
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002
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EXHIBIT
SETTLEMENT AGREEMENT
This Settlement Agreement (theạAgreement") is made as of this 15th day of June 2023,
by and between ATLANTIC WAVE HOLDINGS, LLC. SECURE COMMUNITY, LLC
(collectively. ạPlaintiffs"). CYBERLUX CORPORATION AND MARK D. SCHMIDT
(collectively, "Defendants"). and STRIKEPOINT CONSULTING, LLC ("Strikepoint) a
separate party with some common interest hoiders to the Plaintifts. 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"):
WHEREAS. on September 24. 2021. an agreement was executed between an entity
described asạStrikepoints Consulting. LI.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 Communin, LLC v. Cyberlux Corporation and Mark D.
Schmidt (Case No. CL22-3882) (theLitigation"). 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.
eliminate uncertainty and facilitate final resolution of their respective relationships between the
parties; and
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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
Recitals. The recitals set forth above are incorporated herein.
Settlement Consideration and Consent to Final Judgment. To avoid the
substantial cost and uncertainty in prosecuting the Litigation. Defendants agree to the join and
simulancously endorse for immediate entry a consent order awarding a FINAL JUDGEMENT to
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:
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
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claimallegation
ECF180-3 filed15 April2026 contains a settlement dated15 June2023 among Atlantic Wave Holdings, Secure Community, Cyberlux, Mark D. Schmidt
ECF180-3 filed15 April2026 contains a settlement dated15 June2023 among Atlantic Wave Holdings, Secure Community, Cyberlux, Mark D. Schmidt and separate party Strikepoint Consulting with common interest holders. Page12 carries visible signatures at Charles Watts Jr special-counsel, Schmidt individual/corporate-president, Welter creditor-managing-director, Cheri Nolan Strikepoint CEO/president and Welter Strikepoint blocks, all dated15 June2023.
Read the anchor · page 1
Case 3:25-cv-00483-JAG
Document 180-3
Filed 04/15/26
Page 1 of 12 PagelD# 3847
Cyberlux Settlement Agreement
Final
002
C: Users wi
w Downloads Cyberlux_
Settlement_Agreement.
EXHIBIT
SETTLEMENT AGREEMENT
This Settlement Agreement (theạAgreement") is made as of this 15th day of June 2023,
by and between ATLANTIC WAVE HOLDINGS, LLC. SECURE COMMUNITY, LLC
(collectively. ạPlaintiffs"). CYBERLUX CORPORATION AND MARK D. SCHMIDT
(collectively, "Defendants"). and STRIKEPOINT CONSULTING, LLC ("Strikepoint) a
separate party with some common interest hoiders to the Plaintifts. 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"):
WHEREAS. on September 24. 2021. an agreement was executed between an entity
described asạStrikepoints Consulting. LI.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 Communin, LLC v. Cyberlux Corporation and Mark D.
Schmidt (Case No. CL22-3882) (theLitigation"). 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.
eliminate uncertainty and facilitate final resolution of their respective relationships between the
parties; and
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claimallegation
Section6 releases defendants’ pre-agreement claims immediately upon endorsement, with agreement/enforcement exceptions. Creditors’ and Strik
Section6 releases defendants’ pre-agreement claims immediately upon endorsement, with agreement/enforcement exceptions. Creditors’ and Strikepoint’s reciprocal release begins upon receipt of the First Settlement Payment. Section4(g) disclaims other beneficiaries. These differing triggers must not be flattened into an unconditional contemporaneous mutual release.
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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.
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 exccution of this agreement. Plaintiff
may change its payment instructions from time to time by providing written notice.
Effect of Full Pavment: Upon payment of all sums due and owing
herein. the Judgment entered herein shall be marked Satisfied.
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.
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.
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 aftiliates 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'
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claimallegation
Section7 grants Plaintiff a full security/lien interest in defendants’ assets including IP, subsidiaries, contractual rights, accounts recei
Section7 grants Plaintiff a full security/lien interest in defendants’ assets including IP, subsidiaries, contractual rights, accounts receivable and drone sales, with optional UCC-1/lien memorialisation. The grant alone does not establish filing, perfection, priority, attachment to another owner’s property or current outstanding secured amount.
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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, L.L.C. and Strikepoint Consulting,
LI.C. 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.
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-I forms and Liens.
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 Plaintiffs in their effort to bring their CYBL stock shares into compliance
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
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claimallegation
Section8 requires requested negotiation/payment documents only to the extent not classified or restricted and subject to stated confidential
Section8 requires requested negotiation/payment documents only to the extent not classified or restricted and subject to stated confidentiality. It references paragraph12, while actual confidentiality is paragraph13 and paragraph12 protects stockholder rights. Cyberlux also promises reasonable good-faith assistance making shares broker-acceptable.
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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, L.L.C. and Strikepoint Consulting,
LI.C. 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.
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-I forms and Liens.
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 Plaintiffs in their effort to bring their CYBL stock shares into compliance
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
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Sections9–11 represent reasonable regulatory/OTC compliance efforts and materially true, accurate, good-faith OTC-standard financial statements relied upon for settlement, and promise reasonable efforts to remove Caveat Emptor/restore Pink Current. These are contractual representations, not an independent audit or guaranteed market outcome; section12 preserves stockholder rights.
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Filed 04/15/26 Page 7 of 12 PagelD# 3853
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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, L.L.C. and Strikepoint Consulting,
LI.C. 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.
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-I forms and Liens.
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 Plaintiffs in their effort to bring their CYBL stock shares into compliance
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
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claimallegation
Section13 imposes confidentiality with written notice and14day cure for material violation, while permitting specified enforcement/defence u
Section13 imposes confidentiality with written notice and14day cure for material violation, while permitting specified enforcement/defence use with reasonable privacy efforts. Section14 non-disparagement runs only through31 December2023 and also supplies written notice/14day cure. The filing’s existence does not itself prove an unauthorised disclosure or breach.
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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 Plaintift 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 agrec that this agreement shall not affect
Plaintiffs 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. Plaintiffs shall be entitled to
use any information recerved 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.
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Sections15–20and23–26 cover voluntary counsel opportunity, entire agreement/written modifications, severability, successors, counterparts/electronic signatures, authority and joint construction. Section2(d)’s nondischargeability wording is expressly to the fullest extent permitted by law and is not a bankruptcy determination.
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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
Agrecent 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 with 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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claimallegation
Section21 provides breach remedies; monthly payment is late if not received by the first, information due10calendar days and three-calendar-
Section21 provides breach remedies; monthly payment is late if not received by the first, information due10calendar days and three-calendar-day cure wording follows. Sections22 specify Virginia law and exclusive Richmond state/EDVA venue, with jurisdiction submission. Its reserved-claim cross-reference2(c) differs from actual stock clause2(e). No breach finding or resulting relief is attached.
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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 attorne_ằ 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 effeet to contlict of law principles. Venue for any future disputes
hereunder: including any carved-out claims reserved in Section 2(c) above, shall solely lie in either
the Circuit Court of the City of Richmond. Virginia. or the United Stated District Court for the
T0
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claimallegation
Arithmetic of printed instalments leaves small differences: $150,000+36×$21,459=$922,524 versus stated$922,500 IP balance;36×$18,055.56=$650
Arithmetic of printed instalments leaves small differences: $150,000+36×$21,459=$922,524 versus stated$922,500 IP balance;36×$18,055.56=$650,000.16 versus$650,000 consulting balance. These source figures are preserved; no payment overcharge or intended adjustment inferred.
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sole discretion. to re-file a new complant 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.
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:
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) (theFirst 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
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Incorporated recitals describe an8 October2021 IP reacquisition agreement and24 September2021 consulting agreement as in arrears, Richmond C
Incorporated recitals describe an8 October2021 IP reacquisition agreement and24 September2021 consulting agreement as in arrears, Richmond CL22-3882 litigation, and more than six months of Cyberlux statements anticipating significant drone-sale cash inflow. The anticipated inflow is a reported expectation, not received cash or an identified Government award.
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002
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EXHIBIT
SETTLEMENT AGREEMENT
This Settlement Agreement (theạAgreement") is made as of this 15th day of June 2023,
by and between ATLANTIC WAVE HOLDINGS, LLC. SECURE COMMUNITY, LLC
(collectively. ạPlaintiffs"). CYBERLUX CORPORATION AND MARK D. SCHMIDT
(collectively, "Defendants"). and STRIKEPOINT CONSULTING, LLC ("Strikepoint) a
separate party with some common interest hoiders to the Plaintifts. 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"):
WHEREAS. on September 24. 2021. an agreement was executed between an entity
described asạStrikepoints Consulting. LI.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 Communin, LLC v. Cyberlux Corporation and Mark D.
Schmidt (Case No. CL22-3882) (theLitigation"). 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.
eliminate uncertainty and facilitate final resolution of their respective relationships between the
parties; and
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Section2 specifies$1,200,000 IP consideration less$277,500 paid=$922,500 balance, plus$650,000 consulting balance, total$1,572,500 plus4(d)costs. Defendants promise simultaneous endorsement of immediate joint-and-several consent judgment. Referenced ExhibitA/entered judgment is absent from this12-page filing despite browser print footers1–11of15.
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Case 3:25-cv-00483-JAG
Document 180-3
Filed 04/15/26 Page 2 of 12 PagelD# 3848
Cyberlux Settlement Agreement
Final
1 pdf
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
Recitals. The recitals set forth above are incorporated herein.
Settlement Consideration and Consent to Final Judgment. To avoid the
substantial cost and uncertainty in prosecuting the Litigation. Defendants agree to the join and
simulancously endorse for immediate entry a consent order awarding a FINAL JUDGEMENT to
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:
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
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claimallegation
Section2(e) preserves an option to refile negotiable-shares claims if Pink status/Caveat Emptor issues are not remedied by31 December2023, w
Section2(e) preserves an option to refile negotiable-shares claims if Pink status/Caveat Emptor issues are not remedied by31 December2023, without res judicata/collateral-estoppel defences; creditors must consider extension upon credible evidence at reasonable discretion. It is a conditional reserved claim, not proof conditions occurred.
Read the anchor · page 3
Case 3:25-cv-00483-JAG
Document 180-3
Filed 04/15/26 Page 3 of 12 PagelD# 3849
Cyberlux_Settlement_A Freement
Final
002_-l.pdf
C: Users/willw/Downloads/Cyberlux_Settlement_Agreement...
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.
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 bankruptey. 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. Plaintiff's shall have the option. at their
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claimallegation
Section3 requires$3,895 and$6,842.50 sanctions within21days of execution, referencing13 December2022 and7 April2023 orders, which are not at
Section3 requires$3,895 and$6,842.50 sanctions within21days of execution, referencing13 December2022 and7 April2023 orders, which are not attached.
Read the anchor · page 4
Case 3:25-cv-00483-JAG
Document 180-3
Filed 04/15/26 Page 4 of 12 PagelD# 3850
Cyberlux Settlement_Agreement
Final
002
- 1.pdf
file:/C: Users/willw/Downloads/Cyberlux_Settlement_Agreement...
sole discretion. to re-file a new complant 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.
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:
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) (theFirst 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
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claimallegation
Section4(a) requires$150,000 actually received by wire within30days after the last of execution, judgment entry and first drone-sale/other r
Section4(a) requires$150,000 actually received by wire within30days after the last of execution, judgment entry and first drone-sale/other revenue instalment, but never later than45days from execution. The outside limit prevents treating revenue receipt as an indefinite payment deferral.
Read the anchor · page 4
Case 3:25-cv-00483-JAG
Document 180-3
Filed 04/15/26 Page 4 of 12 PagelD# 3850
Cyberlux Settlement_Agreement
Final
002
- 1.pdf
file:/C: Users/willw/Downloads/Cyberlux_Settlement_Agreement...
sole discretion. to re-file a new complant 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.
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:
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) (theFirst 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
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claimallegation
Sections4(b)and(c) require36 monthly payments fromJuly2023, due first day: $21,459 to Plaintiffs and$18,055.56 to Strikepoint. Both separate
Sections4(b)and(c) require36 monthly payments fromJuly2023, due first day: $21,459 to Plaintiffs and$18,055.56 to Strikepoint. Both separately repeat acceleration up to$5,000 per drone sold within21days of defendants’ or parent/subsidiary/affiliate/assign’s first receipt under any drone-purchase contract. The duplicate wording requires allocation analysis rather than automatically adding or collapsing two accelerations.
Read the anchor · page 4
Case 3:25-cv-00483-JAG
Document 180-3
Filed 04/15/26 Page 4 of 12 PagelD# 3850
Cyberlux Settlement_Agreement
Final
002
- 1.pdf
file:/C: Users/willw/Downloads/Cyberlux_Settlement_Agreement...
sole discretion. to re-file a new complant 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.
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:
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) (theFirst 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
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claimallegation
Section4(d) requires litigation costs including attorney/expert fees within60days or agreed terms, capped at12%/$188,700 for settled matters
Section4(d) requires litigation costs including attorney/expert fees within60days or agreed terms, capped at12%/$188,700 for settled matters and added to2(b)balance payable to Strikepoint. Sections4(d)and19 expressly exclude breach-enforcement fees from that cap. No itemised costs or actual fee award is included.
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Case 3:25-cv-00483-JAG
Document 180-3
Filed 04/15/26 Page 5 of 12 PagelD# 3851
Cyberlux Settlement Agreement
- Inal
002
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in July 2023. Monthly payments shall continuc 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.
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. Plaintifts 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
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claimallegation
Payments are by wire; instructions may change on written notice. Full payment marks judgment satisfied, and section5 requires notice within1
Payments are by wire; instructions may change on written notice. Full payment marks judgment satisfied, and section5 requires notice within10businessdays of complete consideration and all terms being satisfied. No payment ledger or filed satisfaction is supplied.
Read the anchor · page 6
Case 3:25-cv-00483-JAG
Document 180-3
Filed 04/15/26 Page 6 of 12 PagelD# 3852
Cyberlux Settlement Agreement
Final
002 - 1.pdi
file:
C: Users/willw/Downloads/Cyberlux_Settlement_Agreement.
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.
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 exccution of this agreement. Plaintiff
may change its payment instructions from time to time by providing written notice.
Effect of Full Pavment: Upon payment of all sums due and owing
herein. the Judgment entered herein shall be marked Satisfied.
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.
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.
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 aftiliates 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'
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otherattribution
Defendants must transmit$150,000 by the outside45day execution limit and subsequent stated monthly/receipt-linked payments.
Read the anchor · page 4
Case 3:25-cv-00483-JAG
Document 180-3
Filed 04/15/26 Page 4 of 12 PagelD# 3850
Cyberlux Settlement_Agreement
Final
002
- 1.pdf
file:/C: Users/willw/Downloads/Cyberlux_Settlement_Agreement...
sole discretion. to re-file a new complant 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.
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:
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) (theFirst 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
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otherattribution
Plaintiff shall file notice of satisfaction after receipt of complete consideration and satisfaction of all terms.
Read the anchor · page 6
Case 3:25-cv-00483-JAG
Document 180-3
Filed 04/15/26 Page 6 of 12 PagelD# 3852
Cyberlux Settlement Agreement
Final
002 - 1.pdi
file:
C: Users/willw/Downloads/Cyberlux_Settlement_Agreement.
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.
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 exccution of this agreement. Plaintiff
may change its payment instructions from time to time by providing written notice.
Effect of Full Pavment: Upon payment of all sums due and owing
herein. the Judgment entered herein shall be marked Satisfied.
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.
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.
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 aftiliates 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'
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otherattribution
Defendants must provide requested negotiation and drone-payment documents, subject to classified/restricted exclusion and confidentiality.
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Document 180-3
Filed 04/15/26 Page 7 of 12 PagelD# 3853
Cyberlux Settlement Agreement
Final
002 - 1.pd
C: Users willw/Downlaads Cyberlux
_Settlement_Agreement...
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, L.L.C. and Strikepoint Consulting,
LI.C. 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.
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-I forms and Liens.
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 Plaintiffs in their effort to bring their CYBL stock shares into compliance
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
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entityobservation
ATLANTIC WAVE HOLDINGS
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Page 1 of 12 PagelD# 3847
Cyberlux Settlement Agreement
Final
002
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Settlement_Agreement.
EXHIBIT
SETTLEMENT AGREEMENT
This Settlement Agreement (theạAgreement") is made as of this 15th day of June 2023,
by and between ATLANTIC WAVE HOLDINGS, LLC. SECURE COMMUNITY, LLC
(collectively. ạPlaintiffs"). CYBERLUX CORPORATION AND MARK D. SCHMIDT
(collectively, "Defendants"). and STRIKEPOINT CONSULTING, LLC ("Strikepoint) a
separate party with some common interest hoiders to the Plaintifts. 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"):
WHEREAS. on September 24. 2021. an agreement was executed between an entity
described asạStrikepoints Consulting. LI.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 Communin, LLC v. Cyberlux Corporation and Mark D.
Schmidt (Case No. CL22-3882) (theLitigation"). 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.
eliminate uncertainty and facilitate final resolution of their respective relationships between the
parties; and
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entityobservation
SECURE COMMUNITY
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Case 3:25-cv-00483-JAG
Document 180-3
Filed 04/15/26
Page 1 of 12 PagelD# 3847
Cyberlux Settlement Agreement
Final
002
C: Users wi
w Downloads Cyberlux_
Settlement_Agreement.
EXHIBIT
SETTLEMENT AGREEMENT
This Settlement Agreement (theạAgreement") is made as of this 15th day of June 2023,
by and between ATLANTIC WAVE HOLDINGS, LLC. SECURE COMMUNITY, LLC
(collectively. ạPlaintiffs"). CYBERLUX CORPORATION AND MARK D. SCHMIDT
(collectively, "Defendants"). and STRIKEPOINT CONSULTING, LLC ("Strikepoint) a
separate party with some common interest hoiders to the Plaintifts. 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"):
WHEREAS. on September 24. 2021. an agreement was executed between an entity
described asạStrikepoints Consulting. LI.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 Communin, LLC v. Cyberlux Corporation and Mark D.
Schmidt (Case No. CL22-3882) (theLitigation"). 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.
eliminate uncertainty and facilitate final resolution of their respective relationships between the
parties; and
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entityobservation
CYBERLUX CORPORATION
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Case 3:25-cv-00483-JAG
Document 180-3
Filed 04/15/26
Page 1 of 12 PagelD# 3847
Cyberlux Settlement Agreement
Final
002
C: Users wi
w Downloads Cyberlux_
Settlement_Agreement.
EXHIBIT
SETTLEMENT AGREEMENT
This Settlement Agreement (theạAgreement") is made as of this 15th day of June 2023,
by and between ATLANTIC WAVE HOLDINGS, LLC. SECURE COMMUNITY, LLC
(collectively. ạPlaintiffs"). CYBERLUX CORPORATION AND MARK D. SCHMIDT
(collectively, "Defendants"). and STRIKEPOINT CONSULTING, LLC ("Strikepoint) a
separate party with some common interest hoiders to the Plaintifts. 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"):
WHEREAS. on September 24. 2021. an agreement was executed between an entity
described asạStrikepoints Consulting. LI.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 Communin, LLC v. Cyberlux Corporation and Mark D.
Schmidt (Case No. CL22-3882) (theLitigation"). 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.
eliminate uncertainty and facilitate final resolution of their respective relationships between the
parties; and
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entityobservation
MARK D. SCHMIDT
Read the anchor · page 1
Case 3:25-cv-00483-JAG
Document 180-3
Filed 04/15/26
Page 1 of 12 PagelD# 3847
Cyberlux Settlement Agreement
Final
002
C: Users wi
w Downloads Cyberlux_
Settlement_Agreement.
EXHIBIT
SETTLEMENT AGREEMENT
This Settlement Agreement (theạAgreement") is made as of this 15th day of June 2023,
by and between ATLANTIC WAVE HOLDINGS, LLC. SECURE COMMUNITY, LLC
(collectively. ạPlaintiffs"). CYBERLUX CORPORATION AND MARK D. SCHMIDT
(collectively, "Defendants"). and STRIKEPOINT CONSULTING, LLC ("Strikepoint) a
separate party with some common interest hoiders to the Plaintifts. 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"):
WHEREAS. on September 24. 2021. an agreement was executed between an entity
described asạStrikepoints Consulting. LI.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 Communin, LLC v. Cyberlux Corporation and Mark D.
Schmidt (Case No. CL22-3882) (theLitigation"). 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.
eliminate uncertainty and facilitate final resolution of their respective relationships between the
parties; and
1 of 15
6/15/2023, 5:50 PM
entityobservation
STRIKEPOINT CONSULTING
Read the anchor · page 1
Case 3:25-cv-00483-JAG
Document 180-3
Filed 04/15/26
Page 1 of 12 PagelD# 3847
Cyberlux Settlement Agreement
Final
002
C: Users wi
w Downloads Cyberlux_
Settlement_Agreement.
EXHIBIT
SETTLEMENT AGREEMENT
This Settlement Agreement (theạAgreement") is made as of this 15th day of June 2023,
by and between ATLANTIC WAVE HOLDINGS, LLC. SECURE COMMUNITY, LLC
(collectively. ạPlaintiffs"). CYBERLUX CORPORATION AND MARK D. SCHMIDT
(collectively, "Defendants"). and STRIKEPOINT CONSULTING, LLC ("Strikepoint) a
separate party with some common interest hoiders to the Plaintifts. 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"):
WHEREAS. on September 24. 2021. an agreement was executed between an entity
described asạStrikepoints Consulting. LI.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 Communin, LLC v. Cyberlux Corporation and Mark D.
Schmidt (Case No. CL22-3882) (theLitigation"). 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.
eliminate uncertainty and facilitate final resolution of their respective relationships between the
parties; and
1 of 15
6/15/2023, 5:50 PM
entityobservation
William Welter
Read the anchor · page 12
Case3:25-cv-00483-JAG Document180-3 Filed04/15/26 Page12of12 PageID3858.
IN WITNESS WHEREOF, and intending to be legally bound, the Parties hereto set their hands and seals.
[Visible signature] Charles Watts, Jr. in his capacity as Special Counsel for Cyberlux Corporation and Mark D. Schmidt. Date06/15/2023.
[Visible signature Mark D. Schmidt] Mark D. Schmidt, individually and on behalf of Cyberlux Corporation, as its President. Date06/15/2023.
[Visible signature] William Welter, as a Managing Director of Atlantic Wave Holdings, LLC and Secure Community, LLC. Handwritten dateJune15,2023.
STRIKEPOINT CONSULTING, LLC
[Low-contrast visible signature] Cheri Nolan, CEO and President of Strikepoint Consulting, LLC. Handwritten date6/15/2023.
[Visible signature] William Welter, Managing Director of Strikepoint Consulting, LLC. Handwritten dateJune15,2023.
entityobservation
Cheri Nolan
Read the anchor · page 12
Case3:25-cv-00483-JAG Document180-3 Filed04/15/26 Page12of12 PageID3858.
IN WITNESS WHEREOF, and intending to be legally bound, the Parties hereto set their hands and seals.
[Visible signature] Charles Watts, Jr. in his capacity as Special Counsel for Cyberlux Corporation and Mark D. Schmidt. Date06/15/2023.
[Visible signature Mark D. Schmidt] Mark D. Schmidt, individually and on behalf of Cyberlux Corporation, as its President. Date06/15/2023.
[Visible signature] William Welter, as a Managing Director of Atlantic Wave Holdings, LLC and Secure Community, LLC. Handwritten dateJune15,2023.
STRIKEPOINT CONSULTING, LLC
[Low-contrast visible signature] Cheri Nolan, CEO and President of Strikepoint Consulting, LLC. Handwritten date6/15/2023.
[Visible signature] William Welter, Managing Director of Strikepoint Consulting, LLC. Handwritten dateJune15,2023.
entityobservation
Charles Watts, Jr.
Read the anchor · page 12
Case3:25-cv-00483-JAG Document180-3 Filed04/15/26 Page12of12 PageID3858.
IN WITNESS WHEREOF, and intending to be legally bound, the Parties hereto set their hands and seals.
[Visible signature] Charles Watts, Jr. in his capacity as Special Counsel for Cyberlux Corporation and Mark D. Schmidt. Date06/15/2023.
[Visible signature Mark D. Schmidt] Mark D. Schmidt, individually and on behalf of Cyberlux Corporation, as its President. Date06/15/2023.
[Visible signature] William Welter, as a Managing Director of Atlantic Wave Holdings, LLC and Secure Community, LLC. Handwritten dateJune15,2023.
STRIKEPOINT CONSULTING, LLC
[Low-contrast visible signature] Cheri Nolan, CEO and President of Strikepoint Consulting, LLC. Handwritten date6/15/2023.
[Visible signature] William Welter, Managing Director of Strikepoint Consulting, LLC. Handwritten dateJune15,2023.
eventattribution
Settlement dated and signature blocks dated15 June2023.
Read the anchor · page 1
Case 3:25-cv-00483-JAG
Document 180-3
Filed 04/15/26
Page 1 of 12 PagelD# 3847
Cyberlux Settlement Agreement
Final
002
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w Downloads Cyberlux_
Settlement_Agreement.
EXHIBIT
SETTLEMENT AGREEMENT
This Settlement Agreement (theạAgreement") is made as of this 15th day of June 2023,
by and between ATLANTIC WAVE HOLDINGS, LLC. SECURE COMMUNITY, LLC
(collectively. ạPlaintiffs"). CYBERLUX CORPORATION AND MARK D. SCHMIDT
(collectively, "Defendants"). and STRIKEPOINT CONSULTING, LLC ("Strikepoint) a
separate party with some common interest hoiders to the Plaintifts. 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"):
WHEREAS. on September 24. 2021. an agreement was executed between an entity
described asạStrikepoints Consulting. LI.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 Communin, LLC v. Cyberlux Corporation and Mark D.
Schmidt (Case No. CL22-3882) (theLitigation"). 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.
eliminate uncertainty and facilitate final resolution of their respective relationships between the
parties; and
1 of 15
6/15/2023, 5:50 PM
eventattribution
Twelve-page settlement exhibit filed.
Read the anchor · page 1
Case 3:25-cv-00483-JAG
Document 180-3
Filed 04/15/26
Page 1 of 12 PagelD# 3847
Cyberlux Settlement Agreement
Final
002
C: Users wi
w Downloads Cyberlux_
Settlement_Agreement.
EXHIBIT
SETTLEMENT AGREEMENT
This Settlement Agreement (theạAgreement") is made as of this 15th day of June 2023,
by and between ATLANTIC WAVE HOLDINGS, LLC. SECURE COMMUNITY, LLC
(collectively. ạPlaintiffs"). CYBERLUX CORPORATION AND MARK D. SCHMIDT
(collectively, "Defendants"). and STRIKEPOINT CONSULTING, LLC ("Strikepoint) a
separate party with some common interest hoiders to the Plaintifts. 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"):
WHEREAS. on September 24. 2021. an agreement was executed between an entity
described asạStrikepoints Consulting. LI.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 Communin, LLC v. Cyberlux Corporation and Mark D.
Schmidt (Case No. CL22-3882) (theLitigation"). 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.
eliminate uncertainty and facilitate final resolution of their respective relationships between the
parties; and
1 of 15
6/15/2023, 5:50 PM
inferenceinference
Drone receipts are both an expected funding narrative and specified acceleration trigger; they do not make these creditors owners of every G
Drone receipts are both an expected funding narrative and specified acceleration trigger; they do not make these creditors owners of every Government-funded receipt. Ownership, secured attachment and payment allocation require distinct evidence.
inferenceinference
Release, satisfaction and acceleration have different triggers. Signing alone does not establish creditor release, paid judgment or activate
Release, satisfaction and acceleration have different triggers. Signing alone does not establish creditor release, paid judgment or activated drone acceleration.
otherattribution
Complete supplied 12-page source reviewed at SHA-256 2c65177255f275007d0a4511a93fd3d27000344b566c1a5b9085a7f272fe8108. Source assertions, or
Complete supplied 12-page source reviewed at SHA-256 2c65177255f275007d0a4511a93fd3d27000344b566c1a5b9085a7f272fe8108. Source assertions, original visual features, filing/communication context and identified missing attachments are retained. Own full-page images of all12pages read, then all12Vision OCR outputs compared; native text contained only docket stamps. Original source fingerprint preserved in OCR preparation. All monetary figures, temporal triggers, signature blocks and classified/restricted exclusion checked against images; handwritten mark overlaps paragraph25 heading, whose readable wording is electronic signatures permitted.
Read the anchor · page 1
Case 3:25-cv-00483-JAG
Document 180-3
Filed 04/15/26
Page 1 of 12 PagelD# 3847
Cyberlux Settlement Agreement
Final
002
C: Users wi
w Downloads Cyberlux_
Settlement_Agreement.
EXHIBIT
SETTLEMENT AGREEMENT
This Settlement Agreement (theạAgreement") is made as of this 15th day of June 2023,
by and between ATLANTIC WAVE HOLDINGS, LLC. SECURE COMMUNITY, LLC
(collectively. ạPlaintiffs"). CYBERLUX CORPORATION AND MARK D. SCHMIDT
(collectively, "Defendants"). and STRIKEPOINT CONSULTING, LLC ("Strikepoint) a
separate party with some common interest hoiders to the Plaintifts. 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"):
WHEREAS. on September 24. 2021. an agreement was executed between an entity
described asạStrikepoints Consulting. LI.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 Communin, LLC v. Cyberlux Corporation and Mark D.
Schmidt (Case No. CL22-3882) (theLitigation"). 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.
eliminate uncertainty and facilitate final resolution of their respective relationships between the
parties; and
1 of 15
6/15/2023, 5:50 PM
questionquestion
What complete ExhibitA and entered judgment reconcile the settlement allocation, subsequent orders and current unsatisfied balance?
questionquestion
Which drone contract receipts, unit counts, recipient entities and credited payments determine the two acceleration clauses without double c
Which drone contract receipts, unit counts, recipient entities and credited payments determine the two acceleration clauses without double counting?
questionquestion
What execution/first-payment evidence establishes the creditor release trigger and outside deadline compliance?
questionquestion
Which filings/property records establish perfection, priority and debtor ownership of the asserted collateral?
questionquestion
What written amendments or accounting conventions resolve the instalment rounding differences and erroneous cross-references?
distillateallegation
CONNECT
Reviewed relationships
The canvas follows the database: source to DISTIL record, DISTIL record to knowledge object, then reviewed relationship. Position alone means nothing.
Plaintiffs say Caveat Emptor was promised removed by31December2023 and remains, but expressly exclude that dispute from this collection action. Accepted source56C4/C13 preserves reserved claims and reasonable-efforts/extension qualifications; the brief’s description is advocacy, not an unqualified contractual guarantee or proved breach.referencesSection2(e) preserves an option to refile negotiable-shares claims if Pink status/Caveat Emptor issues are not remedied by31 December2023, without res judicata/collateral-estoppel defences; creditors must consider extension upon credible evidence at reasonable discretion. It is a conditional reserved claim, not proof conditions occurred.
The brief asserts36monthly$21,459 instalments fromJuly2023, late payments and no June–August2024regular payment, and denies any signed amendment under section16. It paraphrases acceleration as the full outstanding consent-judgment balance within21days of any drone-contract payment. Accepted source56C7 instead records the actual up-to-$5,000-per-drone wording in separate4(b)/(c)streams; the brief’s broader paraphrase must not replace that contract text.referencesSections4(b)and(c) require36 monthly payments fromJuly2023, due first day: $21,459 to Plaintiffs and$18,055.56 to Strikepoint. Both separately repeat acceleration up to$5,000 per drone sold within21days of defendants’ or parent/subsidiary/affiliate/assign’s first receipt under any drone-purchase contract. The duplicate wording requires allocation analysis rather than automatically adding or collapsing two accelerations.
Actual contract includes per-drone cap and separate streams missing from broad brief paraphrase.
The Court grants Atlantic Wave Holdings, LLC and Secure Community, LLC$1,572,500 compensatory damages jointly and severally against Cyberlux Corporation and Mark D. Schmidt. It records parties’ consent and a separate settlement resolving the current need for litigation. This is an awarded historical amount, not an account of later unpaid balance.referencesSection2 specifies$1,200,000 IP consideration less$277,500 paid=$922,500 balance, plus$650,000 consulting balance, total$1,572,500 plus4(d)costs. Defendants promise simultaneous endorsement of immediate joint-and-several consent judgment. Referenced ExhibitA/entered judgment is absent from this12-page filing despite browser print footers1–11of15.
Same principal and parties link accepted queue56 settlement to this judgment; no duplicate debt.
Section7 grants Plaintiff a full security/lien interest in defendants’ assets including IP, subsidiaries, contractual rights, accounts receivable and drone sales, with optional UCC-1/lien memorialisation. The grant alone does not establish filing, perfection, priority, attachment to another owner’s property or current outstanding secured amount.supportsWhich filings/property records establish perfection, priority and debtor ownership of the asserted collateral?
Specifically named source propositions support the bounded distinction or question.
Section7 grants Plaintiff a full security/lien interest in defendants’ assets including IP, subsidiaries, contractual rights, accounts receivable and drone sales, with optional UCC-1/lien memorialisation. The grant alone does not establish filing, perfection, priority, attachment to another owner’s property or current outstanding secured amount.supportsWhich drone contract receipts, unit counts, recipient entities and credited payments determine the two acceleration clauses without double counting?
Specifically named source propositions support the bounded distinction or question.
Sections4(b)and(c) require36 monthly payments fromJuly2023, due first day: $21,459 to Plaintiffs and$18,055.56 to Strikepoint. Both separately repeat acceleration up to$5,000 per drone sold within21days of defendants’ or parent/subsidiary/affiliate/assign’s first receipt under any drone-purchase contract. The duplicate wording requires allocation analysis rather than automatically adding or collapsing two accelerations.supportsDrone receipts are both an expected funding narrative and specified acceleration trigger; they do not make these creditors owners of every Government-funded receipt. Ownership, secured attachment and payment allocation require distinct evidence.
Specifically named source propositions support the bounded distinction or question.
Section7 grants Plaintiff a full security/lien interest in defendants’ assets including IP, subsidiaries, contractual rights, accounts receivable and drone sales, with optional UCC-1/lien memorialisation. The grant alone does not establish filing, perfection, priority, attachment to another owner’s property or current outstanding secured amount.supportsWhat does this settlement contribute to the claims analysis?
Specifically named source propositions support the bounded distinction or question.
Section6 releases defendants’ pre-agreement claims immediately upon endorsement, with agreement/enforcement exceptions. Creditors’ and Strikepoint’s reciprocal release begins upon receipt of the First Settlement Payment. Section4(g) disclaims other beneficiaries. These differing triggers must not be flattened into an unconditional contemporaneous mutual release.supportsWhat does this settlement contribute to the claims analysis?
Specifically named source propositions support the bounded distinction or question.
Incorporated recitals describe an8 October2021 IP reacquisition agreement and24 September2021 consulting agreement as in arrears, Richmond CL22-3882 litigation, and more than six months of Cyberlux statements anticipating significant drone-sale cash inflow. The anticipated inflow is a reported expectation, not received cash or an identified Government award.supportsDrone receipts are both an expected funding narrative and specified acceleration trigger; they do not make these creditors owners of every Government-funded receipt. Ownership, secured attachment and payment allocation require distinct evidence.
Specifically named source propositions support the bounded distinction or question.
Section21 provides breach remedies; monthly payment is late if not received by the first, information due10calendar days and three-calendar-day cure wording follows. Sections22 specify Virginia law and exclusive Richmond state/EDVA venue, with jurisdiction submission. Its reserved-claim cross-reference2(c) differs from actual stock clause2(e). No breach finding or resulting relief is attached.supportsWhat written amendments or accounting conventions resolve the instalment rounding differences and erroneous cross-references?
Specifically named source propositions support the bounded distinction or question.
Payments are by wire; instructions may change on written notice. Full payment marks judgment satisfied, and section5 requires notice within10businessdays of complete consideration and all terms being satisfied. No payment ledger or filed satisfaction is supplied.supportsWhat complete ExhibitA and entered judgment reconcile the settlement allocation, subsequent orders and current unsatisfied balance?
Specifically named source propositions support the bounded distinction or question.
Sections4(b)and(c) require36 monthly payments fromJuly2023, due first day: $21,459 to Plaintiffs and$18,055.56 to Strikepoint. Both separately repeat acceleration up to$5,000 per drone sold within21days of defendants’ or parent/subsidiary/affiliate/assign’s first receipt under any drone-purchase contract. The duplicate wording requires allocation analysis rather than automatically adding or collapsing two accelerations.supportsWhat does this settlement contribute to the claims analysis?
Specifically named source propositions support the bounded distinction or question.
Arithmetic of printed instalments leaves small differences: $150,000+36×$21,459=$922,524 versus stated$922,500 IP balance;36×$18,055.56=$650,000.16 versus$650,000 consulting balance. These source figures are preserved; no payment overcharge or intended adjustment inferred.supportsWhat written amendments or accounting conventions resolve the instalment rounding differences and erroneous cross-references?
Specifically named source propositions support the bounded distinction or question.
Section2 specifies$1,200,000 IP consideration less$277,500 paid=$922,500 balance, plus$650,000 consulting balance, total$1,572,500 plus4(d)costs. Defendants promise simultaneous endorsement of immediate joint-and-several consent judgment. Referenced ExhibitA/entered judgment is absent from this12-page filing despite browser print footers1–11of15.supportsWhat complete ExhibitA and entered judgment reconcile the settlement allocation, subsequent orders and current unsatisfied balance?
Specifically named source propositions support the bounded distinction or question.
Section8 requires requested negotiation/payment documents only to the extent not classified or restricted and subject to stated confidentiality. It references paragraph12, while actual confidentiality is paragraph13 and paragraph12 protects stockholder rights. Cyberlux also promises reasonable good-faith assistance making shares broker-acceptable.supportsWhat written amendments or accounting conventions resolve the instalment rounding differences and erroneous cross-references?
Specifically named source propositions support the bounded distinction or question.
Section7 grants Plaintiff a full security/lien interest in defendants’ assets including IP, subsidiaries, contractual rights, accounts receivable and drone sales, with optional UCC-1/lien memorialisation. The grant alone does not establish filing, perfection, priority, attachment to another owner’s property or current outstanding secured amount.supportsDrone receipts are both an expected funding narrative and specified acceleration trigger; they do not make these creditors owners of every Government-funded receipt. Ownership, secured attachment and payment allocation require distinct evidence.
Specifically named source propositions support the bounded distinction or question.
Section4(d) requires litigation costs including attorney/expert fees within60days or agreed terms, capped at12%/$188,700 for settled matters and added to2(b)balance payable to Strikepoint. Sections4(d)and19 expressly exclude breach-enforcement fees from that cap. No itemised costs or actual fee award is included.supportsWhat complete ExhibitA and entered judgment reconcile the settlement allocation, subsequent orders and current unsatisfied balance?
Specifically named source propositions support the bounded distinction or question.
Section4(a) requires$150,000 actually received by wire within30days after the last of execution, judgment entry and first drone-sale/other revenue instalment, but never later than45days from execution. The outside limit prevents treating revenue receipt as an indefinite payment deferral.supportsWhat execution/first-payment evidence establishes the creditor release trigger and outside deadline compliance?
Specifically named source propositions support the bounded distinction or question.
Arithmetic of printed instalments leaves small differences: $150,000+36×$21,459=$922,524 versus stated$922,500 IP balance;36×$18,055.56=$650,000.16 versus$650,000 consulting balance. These source figures are preserved; no payment overcharge or intended adjustment inferred.supportsWhat does this settlement contribute to the claims analysis?
Specifically named source propositions support the bounded distinction or question.
Payments are by wire; instructions may change on written notice. Full payment marks judgment satisfied, and section5 requires notice within10businessdays of complete consideration and all terms being satisfied. No payment ledger or filed satisfaction is supplied.supportsWhat does this settlement contribute to the claims analysis?
Specifically named source propositions support the bounded distinction or question.
Section2 specifies$1,200,000 IP consideration less$277,500 paid=$922,500 balance, plus$650,000 consulting balance, total$1,572,500 plus4(d)costs. Defendants promise simultaneous endorsement of immediate joint-and-several consent judgment. Referenced ExhibitA/entered judgment is absent from this12-page filing despite browser print footers1–11of15.supportsWhat does this settlement contribute to the claims analysis?
Specifically named source propositions support the bounded distinction or question.
Sections4(b)and(c) require36 monthly payments fromJuly2023, due first day: $21,459 to Plaintiffs and$18,055.56 to Strikepoint. Both separately repeat acceleration up to$5,000 per drone sold within21days of defendants’ or parent/subsidiary/affiliate/assign’s first receipt under any drone-purchase contract. The duplicate wording requires allocation analysis rather than automatically adding or collapsing two accelerations.supportsWhich drone contract receipts, unit counts, recipient entities and credited payments determine the two acceleration clauses without double counting?
Specifically named source propositions support the bounded distinction or question.
Sections4(b)and(c) require36 monthly payments fromJuly2023, due first day: $21,459 to Plaintiffs and$18,055.56 to Strikepoint. Both separately repeat acceleration up to$5,000 per drone sold within21days of defendants’ or parent/subsidiary/affiliate/assign’s first receipt under any drone-purchase contract. The duplicate wording requires allocation analysis rather than automatically adding or collapsing two accelerations.supportsRelease, satisfaction and acceleration have different triggers. Signing alone does not establish creditor release, paid judgment or activated drone acceleration.
Specifically named source propositions support the bounded distinction or question.
Section6 releases defendants’ pre-agreement claims immediately upon endorsement, with agreement/enforcement exceptions. Creditors’ and Strikepoint’s reciprocal release begins upon receipt of the First Settlement Payment. Section4(g) disclaims other beneficiaries. These differing triggers must not be flattened into an unconditional contemporaneous mutual release.supportsRelease, satisfaction and acceleration have different triggers. Signing alone does not establish creditor release, paid judgment or activated drone acceleration.
Specifically named source propositions support the bounded distinction or question.
Payments are by wire; instructions may change on written notice. Full payment marks judgment satisfied, and section5 requires notice within10businessdays of complete consideration and all terms being satisfied. No payment ledger or filed satisfaction is supplied.supportsRelease, satisfaction and acceleration have different triggers. Signing alone does not establish creditor release, paid judgment or activated drone acceleration.
Specifically named source propositions support the bounded distinction or question.
Section6 releases defendants’ pre-agreement claims immediately upon endorsement, with agreement/enforcement exceptions. Creditors’ and Strikepoint’s reciprocal release begins upon receipt of the First Settlement Payment. Section4(g) disclaims other beneficiaries. These differing triggers must not be flattened into an unconditional contemporaneous mutual release.supportsWhat execution/first-payment evidence establishes the creditor release trigger and outside deadline compliance?
Specifically named source propositions support the bounded distinction or question.
WEIGH
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A score appears only when its components and change threshold are published.
No published WEIGH run
The active Website Edition contains no applied score snapshot for this source or its connected objects. That means not assessed—not zero.