1
Robert Berleth
From: Daniel Ardmore <daniel.ardmore@reachalaw.com>
Sent: Wednesday, June 25, 2025 2:46 PM
To: Robert Berleth
Subject: Re: Cyberlux Settlement
Yes, thank you Mr. Berleth, much appreciated!
Daniel Ardmore
Ardmore Law Firm, PLLC
253-583-4294
From: Robert Berleth <rberleth@berlethlaw.com>
Sent: Wednesday, June 25, 2025 2:43 PM
To: Daniel Ardmore <daniel.ardmore@reachalaw.com>
Subject: Cyberlux Settlement
Mr. Ardmore,
I’m seeking to get an agreed final order to distribute funds in the Cyberlux matter entered promptly. Unfortunately,
Cyberlux has ~$65M in debt, with less than half that to pay creditors. Will your clients accept $1,400,000 lump sum
payment to completely release the Cyberlux matter, which would include all your legal fees, expenses, and other
incurred amounts to date?
Warmly,
Robert Berleth
Attorney-at-Law
9950 Cypresswood Drive, Suite 200
Houston, Texas 77070
E-mail: rberleth@berlethlaw.com
Tele: 713-588-6900
Fax: 713-481-0894
www.berlethlaw.com
THIS IS AN ATTEMPT BY A DEBT COLLECTOR TO COLLECT A DEBT. ANY INFORMATION OBTAINED WILL BE USED FOR
THAT PURPOSE. YOU ARE NOW COMMUNICATING WITH A DEBT COLLECTOR.
CONFIDENTIAL NOTICE: This document and or documents are intended only for the use of the individual or entity to
which it is addressed and may contain information that is subject to attorney-client privilege, patient confidentiality,
and/or is otherwise exempt from disclosure under applicable law. If the reader of this document and or documents, is
UnofficialCopyOfficeofMarilynBurgessDistrictClerk
observationobservation
Printed Rick schedule73975.25 versus component sum73945.25;30difference.
Read the anchor · page 37
Employment Agreement
Last 2 of 7 bonus payments to each of Rick and Neil
• Rick: $20,000.00 gross
Neill: $20,000.00 gross
• When: Pending schedule and HII payments
• Deferred Salary:
o Rick: $49,327.00 gross
• Neill: $49,327.00 gross
o When: Pending schedule and HIl payments
Final Paycheck w/PTO
o Rick: $24,648.25 (approx.) gross
• Neill: $13,210.56 (approx.) gross
• Status: Paid
District Clerk
Total Cash Still Due:
• Rick: $73,975.25 (approx.) gross
o Neill: $62,537.56 (approx.) gross
Proposed Payment Schedule
Within 10 days of receipt of Hll payment for
Rick
Neill
Note
Truck 1
$30,000.00
$30,000.00
Gross
Truck 2
$30,000.00
$30,000.00
Gross
Truck 3
$13,945.25
$2,537.56
Approx. Gross
Total
$73,975.25
$62,537.56
This chart/communication from Cyberdux shows the amounts still unpaid and due our
Clients' salaries, Tucker = $73,975.25 and Whiteley = $62,537.56. This communication was
included in a communication feed (See attached as Exhibit F) from Aaron Goodman (CFO) on
April 9, 2025, agreeing and acknowledging Cyberlux still owes our Clients their unpaid
wages. (See also "Summary of Payments due Rick and Neill" attached as Exhibit E)
CYBERLUX HAS ALSO FAILED THEIR CONTRACTUAL OBLIGATIONS
FOR TUCKER AND WHITELEY'S INCENTIVE PLAN PAY
It is undisputed that Tucker and Whitley performed every aspect of thir employment
Contract with Cyberiux and are therefore entitled to expectation damages resulting from
Cyberlux's breach of Employment Contract. According to the Contract our Clients are entitled to
the benefit of their
Bargain for 12,500,000 shares for the year 2024, valued contractually at $.05
(Five Cents) per share under Cyberlux's *Incentive Plan."
Cyberlux has failed and continues to fail to pay our Clients' incentive shares per Section 7
of their employment contract, where our Clients are due 12.5 million shares each as of January
2024, as incentive pay based on the net revenue of the company see chart cut-out below. (See also
Section 7 in Employment Agreement, Exhibit C).
observationobservation
Separate acquisition25million restricted shares each versus alleged12.5million incentive shares each.
Read the anchor · page 37
Employment Agreement
Last 2 of 7 bonus payments to each of Rick and Neil
• Rick: $20,000.00 gross
Neill: $20,000.00 gross
• When: Pending schedule and HII payments
• Deferred Salary:
o Rick: $49,327.00 gross
• Neill: $49,327.00 gross
o When: Pending schedule and HIl payments
Final Paycheck w/PTO
o Rick: $24,648.25 (approx.) gross
• Neill: $13,210.56 (approx.) gross
• Status: Paid
District Clerk
Total Cash Still Due:
• Rick: $73,975.25 (approx.) gross
o Neill: $62,537.56 (approx.) gross
Proposed Payment Schedule
Within 10 days of receipt of Hll payment for
Rick
Neill
Note
Truck 1
$30,000.00
$30,000.00
Gross
Truck 2
$30,000.00
$30,000.00
Gross
Truck 3
$13,945.25
$2,537.56
Approx. Gross
Total
$73,975.25
$62,537.56
This chart/communication from Cyberdux shows the amounts still unpaid and due our
Clients' salaries, Tucker = $73,975.25 and Whiteley = $62,537.56. This communication was
included in a communication feed (See attached as Exhibit F) from Aaron Goodman (CFO) on
April 9, 2025, agreeing and acknowledging Cyberlux still owes our Clients their unpaid
wages. (See also "Summary of Payments due Rick and Neill" attached as Exhibit E)
CYBERLUX HAS ALSO FAILED THEIR CONTRACTUAL OBLIGATIONS
FOR TUCKER AND WHITELEY'S INCENTIVE PLAN PAY
It is undisputed that Tucker and Whitley performed every aspect of thir employment
Contract with Cyberiux and are therefore entitled to expectation damages resulting from
Cyberlux's breach of Employment Contract. According to the Contract our Clients are entitled to
the benefit of their
Bargain for 12,500,000 shares for the year 2024, valued contractually at $.05
(Five Cents) per share under Cyberlux's *Incentive Plan."
Cyberlux has failed and continues to fail to pay our Clients' incentive shares per Section 7
of their employment contract, where our Clients are due 12.5 million shares each as of January
2024, as incentive pay based on the net revenue of the company see chart cut-out below. (See also
Section 7 in Employment Agreement, Exhibit C).
assumptionassumption
The claimed$625,000each incentive damages assume both12.5million shares are due and the$0.05purchase-price protection supplies an immediate
The claimed$625,000each incentive damages assume both12.5million shares are due and the$0.05purchase-price protection supplies an immediate cash valuation; both are claimant premises requiring separate testing.
claimallegation
Exhibit10 in HarrisCounty cause202448085 collects Catalyst acquisition documents, a claimant demand and exhibits, and June25,2025 correspond
Exhibit10 in HarrisCounty cause202448085 collects Catalyst acquisition documents, a claimant demand and exhibits, and June25,2025 correspondence. Berleth offers $1,400,000 lump sum to release the Cyberlux matter including fees and expenses, stating approximately $65million debt with less than half available. Ardmore replies Yes, thank you. This records an exchange, not the final distribution order or proof of payment.
Read the anchor · page 1
CAUSE NO. 202448085
ATLANTIC WAVE HOLDINGS, LLC § IN THE DISTRICT COURT
and SECURE COMMUNITY, LLC, §
Plaintiff, Judgment-Creditor, §
§
v. § 129TH JUDICIAL COURT
§
CYBERLUX CORPORATION and §
MARK D. SCHMIDT, individually § IN AND FOR
Defendant, Judgment-Debtor. § HARRIS COUNTY, TEXAS
Exhibit 10-
Catalyst Machine Works
Cause No. 202448085 styled Atlantic Wave Holdings, LLC et al.
v. Cyberlux Corporation et al, in the 129th District Court in and
For Harris County, Texas
UnofficialCopyOfficeofMarilynBurgessDistrictClerk
claimallegation
Ardmore’s June2demand alleges unpaid wages,12.5million incentive shares each valued at$0.05, and Tucker’s$8,500 generator-finance loss. It d
Ardmore’s June2demand alleges unpaid wages,12.5million incentive shares each valued at$0.05, and Tucker’s$8,500 generator-finance loss. It demands Tucker$707,475.25 and Whiteley$687,537.56, together$1,395,012.81 before a25%-of-total fee gross-up to$1,860,017.08. Alleged admissions, intentional misconduct and priority status are claimant assertions, not findings or independently verified company assent.
Read the anchor · page 34
'ZWI
Ardmore Law Firm, PLLC
16219 Lakewood Grove Dr
Tomball, TX 77377
2FWNQ^S
253-583-4294
ardmorelaw firm@gmail.com
Daniel Ardmore
Attorney at Law
June 2, 2025
TK
Robert W. Berleth
BERLETH & ASSOCIATES
Appointed Receiver on Behalf of:
Cyberlux Corporation
Return Receipt Requested
9950 Cypresswood, Suite 200
Houston, Texas 77070
Emailed To:
rberleth@berlethlaw.com
U^
RE: VERIFIED CLAL NOTIFICATION AND DEMAND
Dear Honorable Receiver Robert Berl
oh on Behalf of Cyberlux Corporation,
Please note that my firm
as been retained by Mr. Rick Tucker (Tucker) and Mr. Neill
Whiteley (*Whiteley) (collec
ely "Clients' or "Sellers') to pursue their lawful claims against
Cyberlux Corporation ("Cyb
elux," "Employer," or "Buyer"). Please find herein true and correct
factual detailed account o our Clients' claims for Breach of Contract and unpaid wages, including
attached fully documented evidence, establishing every element of our Clients claim. Since our
ClientẾclaims are
INly established herein, our Clients Tucker and Whiteley are entitled to
participation in
ceivership action in connection with Cause #202448085 and styled as
ATLANTIC WANE HOLDINGS, LLC and SECURE COMMUNITY, LLC vS. CYBERLUX
CORPORA CON and MARK D. SCHMIDT. Additionally, each and every factual assertion listed
herein has been verified by Clients Declarations. (See Declaration of Rick Tucker and Neill
Whiteley attached as Exhibit A)
To wit, I am certain you are aware from Court filings and your dealings with Cyberlux
Corporation, that they have made it their standard practice and ambition to evade creditors,
financially mismanage their company, and even intentionally short their own employees'
paychecks, in an effort to allow upper management to fatten their bank and brokerage accounts by
utilizing reverse Robin Hood tactics in order to steal from the poor and give to the CEO and his
claimallegation
The demand treats a reported salary increase to$250,000 and an alleged$80million drone award as evidence that the maximum incentive threshol
The demand treats a reported salary increase to$250,000 and an alleged$80million drone award as evidence that the maximum incentive threshold was met. The employment plan defines net revenue as gross less returns, pricing differences and other GAAPreductions, and requires continuing employment through payment. W-2s and a salary email do not alone provide CMW’s qualifying net-revenue ledger or establish every incentive condition.
Read the anchor · page 37
Employment Agreement
Last 2 of 7 bonus payments to each of Rick and Neil
• Rick: $20,000.00 gross
Neill: $20,000.00 gross
• When: Pending schedule and HII payments
• Deferred Salary:
o Rick: $49,327.00 gross
• Neill: $49,327.00 gross
o When: Pending schedule and HIl payments
Final Paycheck w/PTO
o Rick: $24,648.25 (approx.) gross
• Neill: $13,210.56 (approx.) gross
• Status: Paid
District Clerk
Total Cash Still Due:
• Rick: $73,975.25 (approx.) gross
o Neill: $62,537.56 (approx.) gross
Proposed Payment Schedule
Within 10 days of receipt of Hll payment for
Rick
Neill
Note
Truck 1
$30,000.00
$30,000.00
Gross
Truck 2
$30,000.00
$30,000.00
Gross
Truck 3
$13,945.25
$2,537.56
Approx. Gross
Total
$73,975.25
$62,537.56
This chart/communication from Cyberdux shows the amounts still unpaid and due our
Clients' salaries, Tucker = $73,975.25 and Whiteley = $62,537.56. This communication was
included in a communication feed (See attached as Exhibit F) from Aaron Goodman (CFO) on
April 9, 2025, agreeing and acknowledging Cyberlux still owes our Clients their unpaid
wages. (See also "Summary of Payments due Rick and Neill" attached as Exhibit E)
CYBERLUX HAS ALSO FAILED THEIR CONTRACTUAL OBLIGATIONS
FOR TUCKER AND WHITELEY'S INCENTIVE PLAN PAY
It is undisputed that Tucker and Whitley performed every aspect of thir employment
Contract with Cyberiux and are therefore entitled to expectation damages resulting from
Cyberlux's breach of Employment Contract. According to the Contract our Clients are entitled to
the benefit of their
Bargain for 12,500,000 shares for the year 2024, valued contractually at $.05
(Five Cents) per share under Cyberlux's *Incentive Plan."
Cyberlux has failed and continues to fail to pay our Clients' incentive shares per Section 7
of their employment contract, where our Clients are due 12.5 million shares each as of January
2024, as incentive pay based on the net revenue of the company see chart cut-out below. (See also
Section 7 in Employment Agreement, Exhibit C).
claimallegation
The demand quotes only part of the purchase-price protection provision to argue immediate$0.05 cash damages for incentive shares. The full p
The demand quotes only part of the purchase-price protection provision to argue immediate$0.05 cash damages for incentive shares. The full provision includes the fourth-anniversary timing and moving-average/election mechanism. The record therefore contains a material contractual-scope dispute, despite counsel calling value undisputed; this review does not adjudicate the valuation.
Read the anchor · page 9
6
$400,000 to Tucker and $400,000 to Whiteley, provided that each Tucker and Whiteley
remain employed by Cyberlux Corporation or a Cyberlux-owned subsidiary,
(b) issuance of 5 million additional shares of Buyer’s common stock to both
Tucker and Whiteley, issued annually for three years on the anniversary of the signing of
this agreement , for a total of 15 million additional shares to Tucker and 15 million
additional shares to Whiteley, which shall be subject to any stock splits that may be
declared by Buyer, provided that each Tucker and Whiteley remain employed by Cyberlux
Corporation or a Cyberlux-owned subsidiary, and
(c) Tucker and Whiteley each enter into employment agreements with the
Company attached to this Agreement including a term that mandates increased annual base
salary upon the filing of annual reports by the Company that achieve certain specified net
revenue targets as specified in the employment agreement.
Section 1.04 Trigger Events.
(a) On the 4th anniversary of the execution date of this Agreement, if Cyberlux
share price has not reached $0.05 or more as the 100- day moving average share price,
Sellers at the option of Cyberlux shall receive either a cash payment equal to the difference
between the highest 100- day moving average price of Cyberlux common shares or an
additional share issuance of enough shares priced at the 50 -day moving average to make
up the difference between the highest 100-day moving average price of Cyberlux common
shares and the $0.05 goal price.
(b) Should within the three years of the execution of this Agreement, Cyberlux
file for Bankruptcy or actions are taken by Cyberlux or the Company to initiate not-for-
cause termination of either of Sellers employment, then Cyberlux shall instead at the option
of either of Sellers be required to exercise best efforts to spin-off the Company as a separate
legal business entity to be man aged by Sellers and vested with all of the intellectual
property possessed by the Company and or the Sellers prior to the execution of March 9th
Letter Agreement for Cyberlux Corporation Acquisition of Catalyst Machineworks, LLC
(“Legacy IP”). The Legacy IP which shall become the property of the described spin -off
shall include that which pertains to Cinema products, Hobby products and Law
Enforcement products, as well as all pertinent information related to Sellers customers,
products, inventory, and personnel prior to the March 9th execution date.
Section 1.05 The term "Disclosure Schedules" means the disclosure schedules, attached
hereto and made a part hereof, delivered by Sellers concurrently with the execution, closing, and
delivery of this Agreement.
ARTICLE II
CLOSING
Section 2.01 Closing. The closing of the transactions contemplated by this Agreement
(the "Closing") shall take place simultaneously with the execution of this Agreement on the date
of this Agreement (the "Closing Date") at the offices of Watts Law PLLC or remotely by exchange
UnofficialCopyOfficeofMarilynBurgessDistrictClerk
claimallegation
The demand says any ambiguity must be construed against Cyberlux as drafter. Section8.03 instead expressly says the agreement is construed w
The demand says any ambiguity must be construed against Cyberlux as drafter. Section8.03 instead expressly says the agreement is construed without such a presumption. The advocacy and underlying clause point in different directions; any legal consequence requires interpretation rather than adopting the demand’s assertion.
Read the anchor · page 25
22
postage prepaid, if sent to the respective parties at the following addresses (or at such other address
for a party as shall be specified in a notice given in accordance with this Section 8.02):
If to Seller: 105 Canvas Back Dr., Montgomery, Texas 77316
Facsimile: 724-378-7703
Email: info@catalystmachineworks.com
Attention: Neill Whiteley
6222 Darby Way, Spring, Texas 77389
Facsimile: 724-378-7703
Email: rick@liquidambermedia.com
Attention: Phillip Tucker
with a copy (which shall not
constitute notice) to:
902 22nd Street, Aliquippa, PA 15001
Facsimile: 724-378-7703
Email: johnahavey@esquire247.com
Attention: John A. Havey, P.C.
If to Buyer: 800 Park Offices Drive, Suite 3209, Durham, NC 27709
Facsimile: 919-867-2911
Email: mschmidt@cyberlux.com
Attention: President & CEO
with a copy (which shall not
constitute notice) to:
Watts Law, PLLC
Email: CDWatts@me.com
Attention: Chuck Watts
Section 8.03 Interpretation; Headings. This Agreement shall be construed without
regard to any presumption or rule requiring construction or interpretation against the party drafting
an instrument or causing any instrument to be d rafted. The headings in this Agreement are for
reference only and shall not affect the interpretation of this Agreement.
Section 8.04 Severability. If any term or provision of this Agreement is invalid, illegal,
or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect
any other term or provision of this Agreement.
Section 8.05 Entire Agreement. This Agreement and the other Transaction Documents
constitute the sole and entire agreement of the parties to this Agreement with respect to the subject
matter contained herein and therein, and supersede all prior and contemporaneous understandings
and agreements, both written and oral, with respect to such subject mat ter. In the event of any
inconsistency between the statements in the body of this Agreement and those in the other
Transaction Documents, any exhibits, and the Disclosure Schedules (other than an exception
expressly set forth as such in the Disclosure Schedules), the statements in the body of this
Agreement will control.
Section 8.06 Successors and Assigns. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors and permitted assigns.
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claimallegation
Tucker and Whiteley give separate June3unsworn declarations under penalty of perjury adopting the demand and alleging missed pay, delayed sh
Tucker and Whiteley give separate June3unsworn declarations under penalty of perjury adopting the demand and alleging missed pay, delayed shares, layoffs and Goodman’s acknowledgment. They also recount the generator-finance loss and a meeting involving PatrickGodfrey. Their common interests and substantially repeated wording do not add independent documentary proof of causation, loan charges, company admissions or damages priority.
Read the anchor · page 40
Sellers at the option of Cyberlux shall receive either a cash payment equal to the difference
between the highest 100-day moving average price of Cyberlux common shares or an
additional share issuance of enough shares priced at the 50-day moving average to make
up the difference between the highest 100-day moving average price of Cyberlux common
shares and the $0.05 goal price.
(See purchase Agreement attached as Exhibit B).
This provision contractually establishes the expectation damages vaule of shares
issued to our clients' and states the price our clients should expect is $.05 (Five Cents) per
share. Since Cyberlux has breached our Clients' employment contracts since January 2024, by
failing and continuing to fail to pay our Clients their contractually required Incentive Shares, our
clients expectation damages are $.05 (Five Cents) per share on the 12.5 million shares they
never received. Thus, Cyberlux clearly owes Tucker and Whiteley $625,000 each ($1,250,000
cumulatively) in expectation damages for these unpaid shares. See Range v. Calvary Christian
Fellowship, 530 S.W.3d 818, 823, "a party prevailing on its breæch-of-contract claim may recover
expectation damages, that is, the party may recover as damages the amount necessary to place it
in the position it would have occupied if the contract had been performed." Nonetheless, the
expectation damages of $.05 per share are undisputed, therefore no trial or lawsuit is
required, just payment of Cyberlux's debt to our Clients as stated in plain language terms
in Contract drafted by Cyberlux.
Although there is no dispute regarding be $.05 expectation cash value of said stock, if
there were any dispute over such language, ‹
yberlux drafted this contract and any ambiguity is to
be construed against the drafterof such provision as required by law. See Gonzalez v. Mission Am.
Ins. Co., 795 S.W.2d 734, 737 (Tex. 1990) (requiring the construction of contractual ambiguity
"against the party who drafted it since the drafter is responsible for the language used").
Nonetheless, there is no dispute regarding the $.05 expectation value and should be paid
immediately, as this is unpaid employment compensation due our Clients from Cyberlux, and
is thus a priority payroll debt.
Further, Cyberlux must cure their Breach of Contract via cash to remunerate our clients for
their Incentive Shares pay as it undisputed Cyberlux has failed to pay these shares for over 18
months now. Thus, our clients are entitled to recover these expectation damages as a result of
Cyberlux's failure to pay, and continuing failure to pay their priority payroll debt.
TUCKER'S CONSEQUENTIAL DAMAGES
Lastly, in 2024, Tucker bought a home generator from Home Depot on 12 months same as
cash financing (which requires making all scheduled payments in order to have no interest),
believing he would be receiving a regular salary. However, in September and October of 2024,
Cyberlux did not pay their employees at all, including our clients.
Because of this, Tucker was unable to make a payment on this account, resulting in
reversion of the account to full interest charges in the amount of $8500, which would never have
claimallegation
The attached employment offer is addressed to NeillWhiteley, as engineering director/CTO reporting to LarsonJayIsely, datedMarch30with an ac
The attached employment offer is addressed to NeillWhiteley, as engineering director/CTO reporting to LarsonJayIsely, datedMarch30with an acceptance deadlineMarch29. It states an initial3year term, then renewal/replacement or Texasat-will status. Page87 contains Isely’s signature but a blank employee acceptance line. This exhibit is not a separately supplied signed Tucker employment agreement.
Read the anchor · page 81
CATALYST MACHINEWORKS, LLC
A Cyberlux Company
Neill Whiteley
105 Canvas Back Dr.,
Montgomery, Texas 77316
March 30, 2022
Dear Mr. Whiteley,
1. Offer and Position
We are very pleased to extend an offer of employment to you (the “Employee”) for the position
of Director of Engineering and CTO of the Unmanned Aircraft Solutions (UAS) Business Unit of
Cyberlux Corporation and Catalyst Machineworks, LLC, a Texas limited liability company, 100%
owned by Cyberlux Corporation (the "Company"). This offer of employment is conditioned on
your satisfactory completion of certain requirements, as more fully explained in this letter, and
subject to the terms and conditions set forth in this letter.
2. Duties
In your capacity as Director of Engineering and CTO, you will perform duties and responsibilities
that are commensurate with your position and such other duties as may be assigned to you from
time to time. You will report directly to Larson Jay Isely, Executive Vice President and General
Manager of Cyberlux Corporation’s Unmanned Aircraft Solutions (UAS) Business Unit. You
agree to devote your full business time, attention and best efforts to the performance of your duties
and to the furtherance of the Company's interests.
3. Location
Your principal place of employment shall be at our corporate office located at 21631 Rhodes Rd.
Suite A105, Spring, TX 77388, subject to business travel as needed to properly fulfill your
employment duties and responsibilities.
4. Start Date and Employment Agreement Duration
Subject to satisfaction of all of the conditions described in this letter, this offer is based on a
mutually acceptable start date (the "Start Date"). The terms of this Employment Agreement shall
remain in force for a duration of three years beginning on the start date with early termination only
by mutual agreement of the parties or termination by the Company “for-cause.” Upon the
completion of the three-year term, continued employment shall be subject to a mutually agreed
upon renewal of this agreement, to a new replacement Employment Agreement entered into by the
two parties, or by a Texas “at-will” employment relationship between Employee and the Company.
EXHIBIT C
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claimallegation
Employment compensation begins$120,000, with seven$10,000 bonuses across2022–2023, continuing-employment requirements and a net-revenue ince
Employment compensation begins$120,000, with seven$10,000 bonuses across2022–2023, continuing-employment requirements and a net-revenue incentive table through2025. Maximum$10million net revenue corresponds to12.5million incentive shares and$250,000 salary. Eligibility language is distinct from proven payment, final entitlement or a general cash valuation of shares.
Read the anchor · page 82
2
5. Base Salary
In consideration of your services, you will be paid an initial base salary of $120,000 per year,
subject to review from time to time, payable in accordance with the standard payroll practices of
the Company and subject to all withholdings and deductions as required by law.
6. Annual Bonus
During your employment, you will be eligible to receive bonus payments of $10,000 at the end of
the following months: May 2022, August 2022, November 2022, March 2023, June 2023,
September 2023, and December 2023. You must remain continuously employed through the bonus
payment date to be eligible to receive any such bonus payment.
7. Net Revenue Incentive Plan
During your employment, you will be eligible to receive net revenue incentive bonuses of both
common stock awards and annual salary increases through the 2025 fiscal year based on the
following Net Revenue Incentive Plan. “Net Revenue” is defined as gross revenue less any product
returns, contract pricing differences, or any other transactions recognized by generally accepted
accounting principles as items that reduce gross revenue to net revenue.
You must remain continuously employed through the bonus payment date to be eligible to receive
any such bonus payment.
8. Background Checks and Drug Testing
From time to time, Company may require background checks (including conviction records), and
drug testing. By signing this Agreement, Employee agrees to cooperate in taking any such tests,
truthfully provide all information for these tests, and sign any consents that may be legally required
for the background and credit checks as well as drug testing.
CMW Fiscal Year Net Revenue
Achievement
Incentive Stock
Award
Executive Annual Base
Salary
$3,000,000 5 million shares $160,000
$5,000,000 7.5 million shares $175,000
$7,500,000 10 million shares $200,000
$10,000,000 12.5 million shares $250,000
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claimallegation
The employment text contains surviving confidentiality,24month hiring/customer restrictions, work-product ownership/assignment and a trigger
The employment text contains surviving confidentiality,24month hiring/customer restrictions, work-product ownership/assignment and a trigger-event waiver requiring employee/CEO agreement. It provides benefits subject to plans, written amendments, entire-agreement and NorthCarolina-law terms, plus representations about former-employer restrictions. No current noncompete enforceability or actual IP transfer is decided from these clauses alone.
Read the anchor · page 83
3
9. Confidentiality
9.1 Employee understands that, in the course of employment with Company, Employee will
receive certain confidential information concerning Catalyst Machineworks, LLC, 100% owned
by Cyberlux Corporation, their customers, methods, processes, pricing and projects
(“Confidential Information”). Employee agrees to hold in confidence all such Confidential
Information and will not use Confidential Information outside the scope of Employee’s
employment and will not disclose Confidential Information to any third party without Company’s
prior written consent which consent may be withheld at the sole discretion of Company.
9.2 The parties agree that no confidentiality obligation exists with respect to information
which: (i) is in the public domain at the time of disclosure; (ii) enters the public domain through
publication or is otherwise rightfully disclosed; or (iii) is rightfully disclosed by a third party.
9.3 Employee’s obligations under this Section 9 shall survive termination of this Agreement.
9.4 This Agreement is also considered “Confidential Information” belonging to Company, and
Employee shall not disclose any portion thereof to any persons either inside or outside Catalyst
Machineworks, LLC, 100% owned by Cyberlux Corporation, unless there is an express need to
know, as determined by Company, in its sole discretion. Employee understands that failure to
comply with this paragraph may be grounds for dismissal.
10. Non-Competition
10.1 Employee agrees that, during the course of employment with Company, Employee will
not act in a manner inconsistent with Company interest or benefit and will not, directly or
indirectly, engage in any competitive business activity, whether or not such business activity is
pursued for profit or other monetary or business advantage.
10.2 Employee agrees that, for a period of twenty-four (24) months following the end of
employment with Company, Employee will not solicit for himself or any newly started company
or existing company, or aid any competitor of Company or Cyberlux Corporation, or any Catalyst
Machineworks, LLC, customer in hiring or contracting with any person (i) employed by or under
contract with Company or Cyberlux Corporation; or (ii) who was employed by or under contract
with Company or Cyberlux Corporation, during the time Employee was employed by Company.
"Company or Cyberlux Corporation customer" means any entity or person that was a Company or
Cyberlux Corporation customer at any time during Employee’s employment with Company or
Cyberlux Corporation.
10.3 Employee agrees not to seek employment with any Company or Cyberlux Corporation
customer, to whom he has been introduced for a period of twenty-four (24) months following the
end of employment with Company unless Company has agreed in writing to waive the provisions
of this Section 10.
UnofficialCopyOfficeofMarilynBurgessDistrictClerk
claimallegation
LisaCourtemanche’s August8,2024 HRemail to RickTucker, copying Schmidt, says compensation reduces$250,000 to$175,000 effectiveAugust5; the r
LisaCourtemanche’s August8,2024 HRemail to RickTucker, copying Schmidt, says compensation reduces$250,000 to$175,000 effectiveAugust5; the reduction is accrued and payable within30days after final HII drone-contract payment. This is a specific deferred-pay representation; the file does not include the final customer-payment ledger establishing the trigger date.
Read the anchor · page 88
EXHIBIT D
District Clerk
Begin forwarded message:
From: Lisa Courtemanche <|courtemanche@cyberlux.com>
Subject: Salary Adjustment
Date: August 8, 2024 at 10:47:18 AM CDT
To: Rick Tucker <rtucker@cyberlux.com>
Cc: Mark Schmidt <mschmidt@cyberlux.com>
As you are aware, the company is managing through a season of tigh ash flow. Your position has been identified as one of
Cyberlux's highly compensated employees. Effective 8/5, the company is temporarily reducing your annual compensation of
$250,000 to $175,000. The salary reduction amount is being accrued and will be payable within 30 days after receipt of the
final payment from HIl for the drone contract.
Please let me know if you have any questions.
Lisa Courtemanche | Director of HR I Executive AdminiStrator
Icourtemanche@cyberlux.com
Office: 1-760-597-3727 | Fax: 1-760-597-1510
CYBER
Harnessing the Future
Visit our Website
claimallegation
The payment summary reports two remaining$20,000 bonus amounts and$49,327 deferred salary each, both pending schedule/HIIpayments. It labels
The payment summary reports two remaining$20,000 bonus amounts and$49,327 deferred salary each, both pending schedule/HIIpayments. It labels final pay including PTO as Paid ($24,648.25 Rick;$13,210.56 Neill), yet printed cash-still-due totals equal deferred salary plus that final pay and exclude the bonuses. This is an internal status/total inconsistency, not a silently reconciled debt amount.
Read the anchor · page 37
Employment Agreement
Last 2 of 7 bonus payments to each of Rick and Neil
• Rick: $20,000.00 gross
Neill: $20,000.00 gross
• When: Pending schedule and HII payments
• Deferred Salary:
o Rick: $49,327.00 gross
• Neill: $49,327.00 gross
o When: Pending schedule and HIl payments
Final Paycheck w/PTO
o Rick: $24,648.25 (approx.) gross
• Neill: $13,210.56 (approx.) gross
• Status: Paid
District Clerk
Total Cash Still Due:
• Rick: $73,975.25 (approx.) gross
o Neill: $62,537.56 (approx.) gross
Proposed Payment Schedule
Within 10 days of receipt of Hll payment for
Rick
Neill
Note
Truck 1
$30,000.00
$30,000.00
Gross
Truck 2
$30,000.00
$30,000.00
Gross
Truck 3
$13,945.25
$2,537.56
Approx. Gross
Total
$73,975.25
$62,537.56
This chart/communication from Cyberdux shows the amounts still unpaid and due our
Clients' salaries, Tucker = $73,975.25 and Whiteley = $62,537.56. This communication was
included in a communication feed (See attached as Exhibit F) from Aaron Goodman (CFO) on
April 9, 2025, agreeing and acknowledging Cyberlux still owes our Clients their unpaid
wages. (See also "Summary of Payments due Rick and Neill" attached as Exhibit E)
CYBERLUX HAS ALSO FAILED THEIR CONTRACTUAL OBLIGATIONS
FOR TUCKER AND WHITELEY'S INCENTIVE PLAN PAY
It is undisputed that Tucker and Whitley performed every aspect of thir employment
Contract with Cyberiux and are therefore entitled to expectation damages resulting from
Cyberlux's breach of Employment Contract. According to the Contract our Clients are entitled to
the benefit of their
Bargain for 12,500,000 shares for the year 2024, valued contractually at $.05
(Five Cents) per share under Cyberlux's *Incentive Plan."
Cyberlux has failed and continues to fail to pay our Clients' incentive shares per Section 7
of their employment contract, where our Clients are due 12.5 million shares each as of January
2024, as incentive pay based on the net revenue of the company see chart cut-out below. (See also
Section 7 in Employment Agreement, Exhibit C).
claimallegation
The purchase-agreement cover says March30,2022 while its opening says March28. Both reproduced signature pages visibly show MarkD.Schmidt’s
The purchase-agreement cover says March30,2022 while its opening says March28. Both reproduced signature pages visibly show MarkD.Schmidt’s signature and blank PhillipTucker and NeillWhiteley lines. The claim asserts a March28 closing; this supplied execution copy does not itself establish all parties signed. Blank lines do not establish no other executed counterpart exists.
Read the anchor · page 4
PURCHASE AGREEMENT
whereby
CYBERLUX CORPORATION
shall acquire
CATALYST MACHINEWORKS, LLC
dated as of
MARCH 30, 2022
UnofficialCopyOfficeofMarilynBurgessDistrictClerk
claimallegation
The proposed schedule says within10days of HIIpayments for trucks1–3: Rick$30,000+$30,000+$13,945.25, with printed total$73,975.25; the comp
The proposed schedule says within10days of HIIpayments for trucks1–3: Rick$30,000+$30,000+$13,945.25, with printed total$73,975.25; the components total$73,945.25, a$30difference. Neill$30,000+$30,000+$2,537.56 equals$62,537.56. Preserve gross/approximate labels and the printed discrepancy; no inferred loss or intent.
Read the anchor · page 37
Employment Agreement
Last 2 of 7 bonus payments to each of Rick and Neil
• Rick: $20,000.00 gross
Neill: $20,000.00 gross
• When: Pending schedule and HII payments
• Deferred Salary:
o Rick: $49,327.00 gross
• Neill: $49,327.00 gross
o When: Pending schedule and HIl payments
Final Paycheck w/PTO
o Rick: $24,648.25 (approx.) gross
• Neill: $13,210.56 (approx.) gross
• Status: Paid
District Clerk
Total Cash Still Due:
• Rick: $73,975.25 (approx.) gross
o Neill: $62,537.56 (approx.) gross
Proposed Payment Schedule
Within 10 days of receipt of Hll payment for
Rick
Neill
Note
Truck 1
$30,000.00
$30,000.00
Gross
Truck 2
$30,000.00
$30,000.00
Gross
Truck 3
$13,945.25
$2,537.56
Approx. Gross
Total
$73,975.25
$62,537.56
This chart/communication from Cyberdux shows the amounts still unpaid and due our
Clients' salaries, Tucker = $73,975.25 and Whiteley = $62,537.56. This communication was
included in a communication feed (See attached as Exhibit F) from Aaron Goodman (CFO) on
April 9, 2025, agreeing and acknowledging Cyberlux still owes our Clients their unpaid
wages. (See also "Summary of Payments due Rick and Neill" attached as Exhibit E)
CYBERLUX HAS ALSO FAILED THEIR CONTRACTUAL OBLIGATIONS
FOR TUCKER AND WHITELEY'S INCENTIVE PLAN PAY
It is undisputed that Tucker and Whitley performed every aspect of thir employment
Contract with Cyberiux and are therefore entitled to expectation damages resulting from
Cyberlux's breach of Employment Contract. According to the Contract our Clients are entitled to
the benefit of their
Bargain for 12,500,000 shares for the year 2024, valued contractually at $.05
(Five Cents) per share under Cyberlux's *Incentive Plan."
Cyberlux has failed and continues to fail to pay our Clients' incentive shares per Section 7
of their employment contract, where our Clients are due 12.5 million shares each as of January
2024, as incentive pay based on the net revenue of the company see chart cut-out below. (See also
Section 7 in Employment Agreement, Exhibit C).
claimallegation
The group screenshot shows Goodman first saying the proposed schedule awaits Mark’s approval, then on April9sending a16KBsummary of separati
The group screenshot shows Goodman first saying the proposed schedule awaits Mark’s approval, then on April9sending a16KBsummary of separation payments and share-balance images. A participant asks whether the10million shares each are unrestricted and immediately transferable; no visible answer resolves it. Transmission alone does not prove payment or unrestricted status.
Read the anchor · page 90
EXHIBIT F
Patrick, Aaron, Rick, Neill
er
Gys, I have been fighting a cold/flu. I should be able to get a summary out later today. 9:53 AM
Sorry to read that, Aaron, hope you're feeling berte Dater today is great, thank you 10.04 AM co
Aaron Goodman
Rick/Neill I just wrote the summary and a proposed payment schedule. It is with Mark to review. I will forward it
on to you as soon as Mark approves, which should be tomorrow.
7:27 PM
Thanks, Aaron. Glad you're feeling better! 7:27 PM (
Wed, Apr 9
Aaron Goodman
Summary of payments due Rick and Neill.docx
16 KB
Rick/Neil, attached is a summary of the separation payments we discussed the other day.
8:42 AM
Aaron Goodman
copies of Shares balance at the Transfe
Agent - 25 million each
Just to clarify, 10M shares for me and 10M for Neill are clear of the restrictions and can be transferred
immediately, correct?
5:40 PM 00
Tue, Apr 15
claimallegation
Two2024W-2/earnings-summary pages are supplied for Tucker and Whiteley. Principal boxes were visually read in the prior complete review; Tuc
Two2024W-2/earnings-summary pages are supplied for Tucker and Whiteley. Principal boxes were visually read in the prior complete review; Tucker’s small gross-pay/deduction component cents remain intrinsically unreadable. No exact component amounts are inferred, and a W-2 is not a complete unpaid-wage, qualifying-revenue or incentive-entitlement ledger.
Read the anchor · page 91
EXHIBIT G
12U89 0515
00000
Form W-2
Wage and Tax Statement
2024W-2 and Earnings Summary
COpy C - FOr EMPLOYEES RECORDS 2024
0315
Ta: Cher Comp
Box 1 of W-2
ox 3 of a
Scare Wages and Tr
CATALY SO
BORAN SOEFIES: DRIVE
PARK
$D.00
208.681.97
$214.505.84
PHILLIP R FUCKER
Box 2 M W2
Pad tocone
Nadicans
6222 DARBY WAY
$41.173 1ął
Bos 8 of W 2
SPRING IX 77389
13.242.3
208661.97
4317301ął
168600.00
10453.20łś
District Clerk
Mathtare wages ared tra
214565.8·Ś
3242.30
Al abid deta
10 Depend caS
11.20
1120
-3346
DARBY WAY
TX 77389
3760
Form W-2
Wage and Tax Statement
-Form W-2 G
Wage and Tax Statemert
Form W-2
Wage and Tax Statement
Copy B - To Be Fled Win
₴024
Copy 2
-Cite or Laca
2024
Copy 2 - To the Filed With
2024
oma Tas Natu
CATALYST
BURHAM NO 29789
ES DRIVE
CATALYST
NC 59185S DRIVE
BORHAARA 0E77859 PRIVE
PHILLIP A TUCKER
PHILLIP A FUCKER
PHILLIP A TUCKER
6222 DARBY WAY
6222 DARBY WAY
6222 DARBY HAY
SPRING TX 77389
SPRING IX 77389
SPRING TX 77389
208661.97
208661.97
41173
208661. 97
_ 00
760
claimallegation
The full transfer statements datedApril1,2025 show25million RESTRICTED book shares for each, from15million beginning balances plus10million
The full transfer statements datedApril1,2025 show25million RESTRICTED book shares for each, from15million beginning balances plus10million issuances onApril1. These statements support recorded share balances and restrictions at their date; they do not establish later transfers or every missing incentive award. Unreadable page90thumbnails are not assumed byte-identical to these full statements.
Read the anchor · page 93
EXHIBIT H
STC
Standard Transfer Company
440 East 400 South Suite 200, Salt Lake City, Utah 84111
Phone (801) 571-8844 Fax: (801) 328-4058
ACCOUNT STATEMENT
CYBERLUX CORPORATION
Stock Class: COMMON STOCK
CUSIP No.: 23247M205
PHILLIP TUCKER
Ticker: CYBL
T.A. Account #: 345
6222 DARBY WAY
SPRING TX 77389
Statement Date 1/01/2025
istrict CI
ACCOUNT SUMMARY
RESTRICTED BOOK SHARES*
BOOK SHARES
CERTIFICATE SHARES
TOTAL SHARES
25,000,000
25,000,000
*Any RESTRICTED book entry shares listed on this statement are subject to the following restrictions: The sh
required by the issuer or the transfer agent.
CURRENT ACTIVITY
Transaction Date
Cert#/Book Transaction Description
Shares Deposited or Withdrawn
Running Balance
BEGINNING BALANCE
15,000,00
04/01/25
ISSUE SECURITIES
10,000,000
25,000,00€
20
For assistance you may contact Standard Transfer Company | Phone (801) 571-8844 | Fax: (801) 328-4058 |
Website: http://www.standardtransferco.com
claimallegation
Ardmore’s signed June3fee declaration states57.78hours, no court costs or expenses yet, a usual$550hourly/35%contingency practice and discou
Ardmore’s signed June3fee declaration states57.78hours, no court costs or expenses yet, a usual$550hourly/35%contingency practice and discounted25%of total recovery. It describes representation sinceMay2025 and expected further work. It supports counsel’s fee request, not a judicial fee award or proof all claimed amounts were recovered.
Read the anchor · page 95
EXHIBIT i
DECLARATION OF ATTORNEY DANIEL A. ARDMORE
My name is Daniel A. Ardmore, and I am an attorney licensed by the State of Texas, in
good standing, holding Texas Bar No. 24142224. My date of birth is Oct. 01, 1975. My address
is 802 Travis St, Suite 100, Houston, TX 77002. I declare under penalty of perjury that the
contents of this declaration are true and correct to the best of my knowledge.
1. I am attorney for Phillip (Rick) Tucker, and Neill Whiteley.
3. I am licensed to practice in the State of Texas and experienced in litigation cases in
District Courts as well as County Courts in Brazoria, Harris, Fort Bend and
Montgomery Counties.
4. I am a 1995 graduatefrom South Texas College of Law where I attained Dean's Listfor
two semesters, and received the Cali award in three classes.
5. I have represented Phillip (Rick) Tucker, and Neill Whiteley from May 2025 to present
in this matter. Employer Cyberlux Corporation breached their Employment Contract
with Tucker and Whiteley and I was retained to epresent their interests in this matter.
6. I have put in substantial long hours since
being retained and have performed legal
services on behalf of Clients in atterpting to recover their unpaid employment
compensation. This complex matter
also includes contractual and financial analysis
of the merger and/or acquisition of my Clients former business, much detailed review
of various contracts, stock issuances, lack of stock issuances, claim notification and
other post-judgment litigation work and analysis, communications with Appointed
Receiver, demand and
notification, preparing affidavits/declaration, evidence
evaluation and preparation, global case strategy and evaluation, in effort for claims
to be included in and participation in Receivership action, among other tasks.
7. My customary legalfee for such matters is $550/hr. or 35% contingency. However, in
this matter I have discounted fee to 25% of total recovery.
8. lam fam darwith the usualand customary charges for services rendered by attorneys
in Harris
'Fort Bend, Montgomery, and Brazoria County Texas. The charges for
services I rendered are reasonable in amount and were necessary to perform
professionalservices on behalf of my clients Phillip (Rick) Tucker, and Neill Whiteley.
9. My opinions on the fees incurred by my Clients for the work performed by me or my
firm is based on relevant case law regarding the eight factors courts look to in
determining the appropriate amount of fee:
claimallegation
The later$1.4million all-in settlement exchange differs from the earlier$1,860,017.08 fee-inclusive demand. A25%-of-total fee on the earlier
The later$1.4million all-in settlement exchange differs from the earlier$1,860,017.08 fee-inclusive demand. A25%-of-total fee on the earlier demand means dividing the$1,395,012.81 base by0.75, not merely adding25%of that base. The exchange does not specify individual allocations or prove execution of a release and payment.
Read the anchor · page 2
1
Robert Berleth
From: Daniel Ardmore <daniel.ardmore@reachalaw.com>
Sent: Wednesday, June 25, 2025 2:46 PM
To: Robert Berleth
Subject: Re: Cyberlux Settlement
Yes, thank you Mr. Berleth, much appreciated!
Daniel Ardmore
Ardmore Law Firm, PLLC
253-583-4294
From: Robert Berleth <rberleth@berlethlaw.com>
Sent: Wednesday, June 25, 2025 2:43 PM
To: Daniel Ardmore <daniel.ardmore@reachalaw.com>
Subject: Cyberlux Settlement
Mr. Ardmore,
I’m seeking to get an agreed final order to distribute funds in the Cyberlux matter entered promptly. Unfortunately,
Cyberlux has ~$65M in debt, with less than half that to pay creditors. Will your clients accept $1,400,000 lump sum
payment to completely release the Cyberlux matter, which would include all your legal fees, expenses, and other
incurred amounts to date?
Warmly,
Robert Berleth
Attorney-at-Law
9950 Cypresswood Drive, Suite 200
Houston, Texas 77070
E-mail: rberleth@berlethlaw.com
Tele: 713-588-6900
Fax: 713-481-0894
www.berlethlaw.com
THIS IS AN ATTEMPT BY A DEBT COLLECTOR TO COLLECT A DEBT. ANY INFORMATION OBTAINED WILL BE USED FOR
THAT PURPOSE. YOU ARE NOW COMMUNICATING WITH A DEBT COLLECTOR.
CONFIDENTIAL NOTICE: This document and or documents are intended only for the use of the individual or entity to
which it is addressed and may contain information that is subject to attorney-client privilege, patient confidentiality,
and/or is otherwise exempt from disclosure under applicable law. If the reader of this document and or documents, is
UnofficialCopyOfficeofMarilynBurgessDistrictClerk
claimallegation
Purchase terms exchange all Catalyst interests for20million initial shares, $157,000 debt retirement and $100,000 to each seller at closing.
Purchase terms exchange all Catalyst interests for20million initial shares, $157,000 debt retirement and $100,000 to each seller at closing. Subsequent consideration includes four $100,000 payments to each at3/6/9/12months and5million shares to each annually for3years, both subject to continued employment, plus employment agreements with revenue-linked salary increases. These terms are not payment evidence.
Read the anchor · page 8
5
PURCHASE AGREEMENT
This Purchase Agreement (this "Agreement"), dated as of March 28, 2022, is entered into
between Phillip (Rick) Tucker (“Tucker”) and N eill Whiteley (“Whiteley”), the sole and
complete interest holders ("Sellers ") in Catalyst Machineworks, LLC, a Texas limited liability
company, and Cyberlux Corporation, a Nevada corporation ("Buyer"). Capitalized terms used in
this Agreement have the meanings given to such terms herein.
RECITALS
WHEREAS, Sellers own all of the issued and outstanding interests , (the "Interests"), in
Catalyst Machineworks, LLC, a Texas limited liability company , having its principal place of
business at 105 Canvas Back Drive, Montgomery, TX 77316-1636 (the "Company");
WHEREAS, this agreement will specify the terms of an exchange whereby Sellers will
sell to Buyer their Interests and Buyer will make certain payments to and on behalf of Sellers at
closing and over time and shall issue shares of Buyer’s common stock at closing and over time in
exchange therefore and such shares shall be held by for at least one year.
WHEREAS, Sellers wishes to sell to Buyer, and Buyer wishes to purchase from Seller,
the Interests, subject to the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth and for other good and val uable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
PURCHASE AND SALE
Section 1.01 Purchase and Sale. Subject to the terms and conditions set forth herein, at
the Closing, Sellers shall sell to Buyer, and Buyer shall purchase from Seller, the Interests, free
and clear of any mortgage, pledge, lien, charge, security interest, claim, community property
interest, option, equitable interest, restriction of any kind (including any restriction on use, voting,
transfer, receipt of income, or exercise of any other ownership attribute), or other encumbrance
(each, an "Encumbrance").
Section 1.02 Exchange. The Interests shall be acquired by Buyer in exchange for the
issuance of twenty million shares of Buyer’s common stock to Sellers at the Closing free and clear
of any Encumbrance (the “Shares”), a payment of $157,000 at Closing for purposes of retirement
of Company debt, a payment of $100,000 at closing each to Tucker and Whiteley and a
commitment at closing to make certain additional cash payments, employment commitments and
stock issuances over time pursuant to this agreement and described herein as “ Subsequent
Consideration.”
Section 1.03 Subsequent Consideration. Subsequent Consideration paid pursuant to
the commitment stated herein shall include
(a) payments of $100,000 to both Tucker and Whiteley at the three month, six
month, nine month, and twelve month periods after the closing date, for a total payment of
UnofficialCopyOfficeofMarilynBurgessDistrictClerk
claimallegation
Section1.04(a) describes a fourth-anniversary $0.05 goal tied to100-day average share prices and a buyer election of cash or shares, with50-
Section1.04(a) describes a fourth-anniversary $0.05 goal tied to100-day average share prices and a buyer election of cash or shares, with50-day pricing for additional shares. Section1.04(b) addresses bankruptcy or not-for-cause termination within3years and best efforts, at a seller’s election, to spin off legacy cinema/hobby/law-enforcement IP and related pre-March9business information. Neither term is an immediate general cash guarantee of every incentive share.
Read the anchor · page 9
6
$400,000 to Tucker and $400,000 to Whiteley, provided that each Tucker and Whiteley
remain employed by Cyberlux Corporation or a Cyberlux-owned subsidiary,
(b) issuance of 5 million additional shares of Buyer’s common stock to both
Tucker and Whiteley, issued annually for three years on the anniversary of the signing of
this agreement , for a total of 15 million additional shares to Tucker and 15 million
additional shares to Whiteley, which shall be subject to any stock splits that may be
declared by Buyer, provided that each Tucker and Whiteley remain employed by Cyberlux
Corporation or a Cyberlux-owned subsidiary, and
(c) Tucker and Whiteley each enter into employment agreements with the
Company attached to this Agreement including a term that mandates increased annual base
salary upon the filing of annual reports by the Company that achieve certain specified net
revenue targets as specified in the employment agreement.
Section 1.04 Trigger Events.
(a) On the 4th anniversary of the execution date of this Agreement, if Cyberlux
share price has not reached $0.05 or more as the 100- day moving average share price,
Sellers at the option of Cyberlux shall receive either a cash payment equal to the difference
between the highest 100- day moving average price of Cyberlux common shares or an
additional share issuance of enough shares priced at the 50 -day moving average to make
up the difference between the highest 100-day moving average price of Cyberlux common
shares and the $0.05 goal price.
(b) Should within the three years of the execution of this Agreement, Cyberlux
file for Bankruptcy or actions are taken by Cyberlux or the Company to initiate not-for-
cause termination of either of Sellers employment, then Cyberlux shall instead at the option
of either of Sellers be required to exercise best efforts to spin-off the Company as a separate
legal business entity to be man aged by Sellers and vested with all of the intellectual
property possessed by the Company and or the Sellers prior to the execution of March 9th
Letter Agreement for Cyberlux Corporation Acquisition of Catalyst Machineworks, LLC
(“Legacy IP”). The Legacy IP which shall become the property of the described spin -off
shall include that which pertains to Cinema products, Hobby products and Law
Enforcement products, as well as all pertinent information related to Sellers customers,
products, inventory, and personnel prior to the March 9th execution date.
Section 1.05 The term "Disclosure Schedules" means the disclosure schedules, attached
hereto and made a part hereof, delivered by Sellers concurrently with the execution, closing, and
delivery of this Agreement.
ARTICLE II
CLOSING
Section 2.01 Closing. The closing of the transactions contemplated by this Agreement
(the "Closing") shall take place simultaneously with the execution of this Agreement on the date
of this Agreement (the "Closing Date") at the offices of Watts Law PLLC or remotely by exchange
UnofficialCopyOfficeofMarilynBurgessDistrictClerk
claimallegation
The acquisition text requires closing interest certificates, authorising resolutions, good-standing and tax documents; it contains represent
The acquisition text requires closing interest certificates, authorising resolutions, good-standing and tax documents; it contains representations on title, IP, contracts, accounts, tax, employment, permits and absence of litigation. Those representations and references to disclosure schedules are contractual assertions, not independent verification that every underlying schedule or assurance was accurate or delivered.
Read the anchor · page 10
7
of documents and signatures (or their electronic counterparts). The consummation of the
transactions contemplated by this Agreement shall be deemed to occur at 12:01 a.m. eastern
standard time on the Closing Date.
Section 2.02 Sellers Closing Deliverables. At the Closing, Sellers shall deliver to Buyer
the following:
(a) Certificates evidencing the Interests, free and clear of all Encumbrances,
duly endorsed in blank.
(b) A certificate of the Secretary (or other officer) of Sellers certifying: (i) that
attached thereto are true and complete copies of the operating agreements for the Company,
including any amendments or restatements thereof, and a represent ation that such
agreements are in full force and effect (collectively, the "Transaction Documents"); and
(ii) the names, titles, and signatures of all members of Sellers.
(c) A good standing certificate (or its equivalent) for the Company from the
secretary of state or similar Governmental Authority of the jurisdiction in which the
Company is organized and each jurisdiction where the Company is required to be qualified,
registered, or authorized to do business. The term "Governmental Authority" means any
federal, state, local, or foreign government or political subdivision thereof, or any agency
or instrumentality of such government or political subdivision, or any arbitrator, court, or
tribunal of competent jurisdiction.
(d) A certificate pursuant to Treasury Regul ations Section 1.1445- 2(b) that
Sellers is not a foreign person within the meaning of Section 1445 of the Internal Revenue
Code of 1986 (as amended, the "Code").
Section 2.03 Buyer's Deliveries. At the Closing, Buyer shall de liver the following to
Seller:
(a) Certificate(s) reflecting the issuance of the Shares or evidence of an
electronic record reflecting issuance of same.
(b) A certificate of the Secretary (or other officer) of Buyer certifying: (i) that
attached thereto are true and complete copies of all resolutions of the board of directors of
Buyer authorizing the execution, delivery, and performance of this Agreement and the
Transaction Documents to which it is a party and the consummation of the transactions
contemplated hereby and thereby, and that such resolutions are in full force and effect; and
(ii) the names, titles, and signatures of the officers of Buyer authorized to sign this
Agreement and the other Transaction Documents to which it is a party.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF SELLER
Sellers represents and warrants to Buyer that the statements contained in this ARTICLE III
are true and correct as of the date hereof. For purposes of this ARTICLE III, "Seller's knowledge,"
UnofficialCopyOfficeofMarilynBurgessDistrictClerk
claimallegation
The acquisition text imposes confidentiality with public/lawful-source exceptions and compelled-disclosure provisions, further assurances, t
The acquisition text imposes confidentiality with public/lawful-source exceptions and compelled-disclosure provisions, further assurances, tax allocation/cooperation and reciprocal breach indemnities. Most representations survive3years, specified fundamental representations indefinitely, and tax provisions use limitations periods plus60days. These source terms identify potential procedures and scope without deciding a current claim’s enforceability.
Read the anchor · page 21
18
by this Agreement or any other Transaction Document based upon arrangements made by or on
behalf of Buyer.
ARTICLE V
COVENANTS
Section 5.01 Confidentiality. From and after the Closing, Selle rs shall, and shall cause
its Affiliates and its and their respective directors, officers, employees, consultants, counsel,
accountants, and other agents (collectively, "Representatives") to, hold in confidence any and all
information, in any form, concerning the Company, except to the extent that Sellers can show that
such information: (a) is generally available to and known by the public through no fault of Seller,
any of its Affiliates, or their respective Representatives; or (b) is lawfully acquired by Seller, any
of its Affiliates, or their respective Representatives from and after the Closing from sources which
are not prohibited from disclosing such information by any obligation. If Sellers or any of its
Affiliates or their respective Representatives are compelled to disclose any information by
Governmental Order or Law, Sellers shall promptly notify Buyer in writing and shall disclose only
that portion of such information which is legally required to be disclosed; provided, however ,
Sellers shall use reasonable best efforts to obtain as promptly as possible an appropriate protective
order or other reasonable assurance that confidential treatment will be accorded such information.
Section 5.02 Further Assurances. Following the Closing, each of the parties hereto
shall, and shall cause their respective Affiliates to, execute and deliver such additional documents
and instruments and take such further actions as may be reasonably required to carry out the
provisions hereof and give effect to the transactions contemplated by this Agreement and the other
Transaction Documents.
ARTICLE VI
TAX MATTERS
Section 6.01 Tax Covenants.
(a) Without the prior written consent of Buyer, Sellers shall not, to the extent it
may affect or relate to the Company: (i) make, change, or rescind any Tax election; (ii)
amend any Tax Return; (iii) take any position on any Tax Return; or (iv) take any action,
omit to take any action, or enter into any ot her transaction that would have the effect of
increasing the Tax liability or reducing any Tax asset of Buyer or the Company, in respect
of any taxable period that begins after the Closing Date or, in respect of any taxable period
that begins before and ends after the Closing Date (each such period, a "Straddle Period"),
the portion of any Straddle Period beginning after the Closing Date.
(b) All transfer, documentary, sales, use, stamp, registration, value added, and
other such Taxes and fees (including any penalties and interest) incurred in connection with
this Agreement and the other Transaction Documents shall be borne and paid by Sellers
when due. Sellers shall, at its own expense, timely file any Tax Return or other document
with respect to such Taxes or fees (and Buyer shall cooperate with respect thereto as
necessary).
UnofficialCopyOfficeofMarilynBurgessDistrictClerk
claimallegation
Section8.03 expressly disclaims construction against the drafter; the body controls inconsistent transaction documents except explicit sched
Section8.03 expressly disclaims construction against the drafter; the body controls inconsistent transaction documents except explicit schedule exceptions. Amendments and waivers must be signed writings; assignment requires consent without relieving obligations. NorthCarolina law and Durham forum provisions, jury waiver and electronic counterparts are stated. The demand’s contrary-drafter argument must be assessed against these express terms, not treated as an uncontested contractual rule.
Read the anchor · page 25
22
postage prepaid, if sent to the respective parties at the following addresses (or at such other address
for a party as shall be specified in a notice given in accordance with this Section 8.02):
If to Seller: 105 Canvas Back Dr., Montgomery, Texas 77316
Facsimile: 724-378-7703
Email: info@catalystmachineworks.com
Attention: Neill Whiteley
6222 Darby Way, Spring, Texas 77389
Facsimile: 724-378-7703
Email: rick@liquidambermedia.com
Attention: Phillip Tucker
with a copy (which shall not
constitute notice) to:
902 22nd Street, Aliquippa, PA 15001
Facsimile: 724-378-7703
Email: johnahavey@esquire247.com
Attention: John A. Havey, P.C.
If to Buyer: 800 Park Offices Drive, Suite 3209, Durham, NC 27709
Facsimile: 919-867-2911
Email: mschmidt@cyberlux.com
Attention: President & CEO
with a copy (which shall not
constitute notice) to:
Watts Law, PLLC
Email: CDWatts@me.com
Attention: Chuck Watts
Section 8.03 Interpretation; Headings. This Agreement shall be construed without
regard to any presumption or rule requiring construction or interpretation against the party drafting
an instrument or causing any instrument to be d rafted. The headings in this Agreement are for
reference only and shall not affect the interpretation of this Agreement.
Section 8.04 Severability. If any term or provision of this Agreement is invalid, illegal,
or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect
any other term or provision of this Agreement.
Section 8.05 Entire Agreement. This Agreement and the other Transaction Documents
constitute the sole and entire agreement of the parties to this Agreement with respect to the subject
matter contained herein and therein, and supersede all prior and contemporaneous understandings
and agreements, both written and oral, with respect to such subject mat ter. In the event of any
inconsistency between the statements in the body of this Agreement and those in the other
Transaction Documents, any exhibits, and the Disclosure Schedules (other than an exception
expressly set forth as such in the Disclosure Schedules), the statements in the body of this
Agreement will control.
Section 8.06 Successors and Assigns. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors and permitted assigns.
UnofficialCopyOfficeofMarilynBurgessDistrictClerk
claimallegation
The March9letter describes CMW joining FlightEye UAS, a $3.65million valuation, $1.15million scheduled cash including $150,000 debt retireme
The March9letter describes CMW joining FlightEye UAS, a $3.65million valuation, $1.15million scheduled cash including $150,000 debt retirement, and estimated additional incentive value. Its50million ownership-share schedule repeats the third-anniversary10million line twice. Page33 bears all three signatures datedMarch9 but expressly makes the entire letter contingent on final legal documents; do not silently correct the duplicated schedule.
Read the anchor · page 31
Cyberlux Corporation Confidential
LETTER AGREEMENT FOR CYBERLUX CORPORATION
ACQUISITON OF CATALYST MACHINEWORKS, LLC
March 9, 2022
THIS LETTER of AGREEMENT (the “Agreement”) is made effective as of the 9 th of March, 202 2
(“Effective Date”) between Cyberlux Corporation, a Nevada corporation, having its principal place of business at 800
Park Offices Drive, Suite 320 9, Research Triangle Park, N C 27709 ("CYBERLUX") together with Phillip (Rick)
Tucker and Neill Whitel ey, the current 100% owners of Catalyst Machineworks, LLC , a Texas Registered Company,
having its principal place of business at 105 Canvas Back Drive, Montgomery, TX 77316-1636 (“CMW”), collectively
as “the PARTIES.”
ARTICLES
WHEREAS Cyberlux Corporation, an advanced technology platform company leading the digital tran sformation
across indu stries is acquiri ng Catalyst Machineworks, LLC including all CMW assets and personnel resources,
creating with CMW a growth engine within the Cyberlux UAS division. With this transaction, CMW will become an
integral part of the Cyberlux FlightEye UAS Solutions Business Unit, the Cyberlux division that will drive the
execution and implementation of Cyberlux UAS solutions across global industries and customers. CMW has extensive
knowledge and experience in building UAS products for both commercial and retail applications. CMW will assist
Cyberlux in building end-to-end UAS offerings including integrated software solutions and UAS data management
solutions including the advanced analytics platform capabilities required by both Government and Commercial
customers.
WHEREAS CMW is a UAS development and manufacturing company offering commercial, retail and military-grade
UAS product solutions to a wide range of customers , including commercial customers, retail customers and military
customers. CMW was established in 2015 and is headquartered in the Houston, Texas area. CMW is one of the k ey
providers of UAS solutions to the cinematog raphy industry and also serves a sizable number of retail on-line UAS
customers. The CMW’s mission is to create innovative, leading-edge and intelligent UAS platform solutions, including
hardware platforms, electronic platforms and software platforms that meet the rapidly evolving customer requirements
across multiple industries. CMW has expansive development capabilities including advanced hardware systems
development with experience in building enterprise-level software solutions.
THEREFORE Cyberlux desires that CMW join the Cyberlux Corporation as a Platform Company under the FlightEye
UAS Solutions Business Unit where all Parties will endeavor to exponentially grow their synergistic UAS business.
Cyberlux will bring to CMW, capital, processes, growth catalysts, and scaling expertise. CMW will bring intellectual
property, industry know-how, existing products, new product development, product manufacturing capabilities, supply
chain relationshi ps, existing customer relationships and chan nel partnerships . Cyberlux will bring to the current
owners of CMW , Phillip Tucker and Neill Whitel ey, the potential of personal wealth creation through equity value
growth, increased salary levels, and incremental incentives for the continued growth of CMW as a Cyberlux Platform
Company which Phillip Tucker and Neill Whiteley will continue to manage.
UnofficialCopyOfficeofMarilynBurgessDistrictClerk
claimallegation
The letter’s shared incentive table lists10/15/20/25million shares with revenue thresholds3/5/7.5/10million and salaries160/175/200/250thous
The letter’s shared incentive table lists10/15/20/25million shares with revenue thresholds3/5/7.5/10million and salaries160/175/200/250thousand. The individual Whiteley employment table instead lists5/7.5/10/12.5million shares at the same thresholds and salaries. The letter also uses a4year spin-off trigger, whereas the later purchase text uses3years. Version and individual-versus-combined scope must be retained.
Read the anchor · page 33
7. Phillip Tucker and Neill Whiteley shall reccive the following incentive stock awards and increased annual base
salary levels effective the date of the Cyberlux annual filing which includes a CMW net revenue achievement.
CMW Fiscal Year Net Revenue Achievement
Incentive Stock Award
Exccutive Annual Base Salary
$3,000,000
10 million shares
$160,000
$5,000.000
15 million shares
$ 175,000
$7,500,000
20 million shares
$200,000
$ 10,000,000
25 million shares
$250,000
Should two or more CMW Fiscal Year Net Revenue Achievements be attained within a single year, the highest of
the base salary levels achieved shall take effect, plus, the aggregate of the incentive shares shall be awarded.
8. On the 4ại anniversary of signing the formalized legal documents, if the Cyberlux share price has not reached $O.05
or more as the 100-day moving average share price, Phillip Tucker and Neill Whitely will receive the dillerence
between this $0.05 share price and the closing share price on the 4" anniversary date for the 50 million ownership
shares. Cyberlux has the option to either issue additional stock, pay cash, or issue and pay a combination of stock
and cash. For example, if the closing share price on the 4hh anniversary date is $0.04, the difference in ownership
share value is 50 million shares multiplied by $0.01, or $500,000.00. Cyberlux will either issue 10 million
additional shares of stock, pay $500,000.00 in cash, or issue and pay some combination of stock and cash, at the
discretion of Cyberlux, to Phillip Tucker and Neill Whiteley.
9. Should within the first four years following the signing of the formal Jegal documents, Cyberlux file for
Bankruptcy or initiate not-for-cause termination of employment of Phillip Tucker and Neill Whiteley, Cyberlux
Corporation shall exercise best efforts to spin-off CMW as a separate legal business entity, to be managed by
Phillip Tucker and Neill Whiteley and vested with the original legacy Intellectual Property possessed by CMW
and Phillip Tucker and Neill Whiteley, prior to execution of this agreement for the acquisition of CMW by
Cyberlux. The legacy IP which shall become the property of the described spin-off CMW entity includes that
which pertained to Cinema products, Hobby products and Law Enforcement products, as well all pertinent
information related to CMW customers, products, inventory, and personnel prior to this acquisition of CMW.
10. This entire Agreement is contingent on these terms being reduced to the final legal documents.
ACKNOWLEDGED, ACCEPTED AND APPROVED:
PHILIP-TUCKER, OWNER CHEAT YST MACHINEWORKS, LIC
By._
Date:
03/09/2022
NEILL WHITELE
DOWNER CATALYST MACHINEWORKS, LLO
By:
Date:
03/09/2022
MARK SCHMIDT, PRESIDENT & CEO, CYBERLUX CORPORATION
By:
Mart D. Schmidt
Date:
03/09/2022
Cyberlux Corporation Confidential
entityobservation
Daniel Ardmore
Read the anchor · page 2
1
Robert Berleth
From: Daniel Ardmore <daniel.ardmore@reachalaw.com>
Sent: Wednesday, June 25, 2025 2:46 PM
To: Robert Berleth
Subject: Re: Cyberlux Settlement
Yes, thank you Mr. Berleth, much appreciated!
Daniel Ardmore
Ardmore Law Firm, PLLC
253-583-4294
From: Robert Berleth <rberleth@berlethlaw.com>
Sent: Wednesday, June 25, 2025 2:43 PM
To: Daniel Ardmore <daniel.ardmore@reachalaw.com>
Subject: Cyberlux Settlement
Mr. Ardmore,
I’m seeking to get an agreed final order to distribute funds in the Cyberlux matter entered promptly. Unfortunately,
Cyberlux has ~$65M in debt, with less than half that to pay creditors. Will your clients accept $1,400,000 lump sum
payment to completely release the Cyberlux matter, which would include all your legal fees, expenses, and other
incurred amounts to date?
Warmly,
Robert Berleth
Attorney-at-Law
9950 Cypresswood Drive, Suite 200
Houston, Texas 77070
E-mail: rberleth@berlethlaw.com
Tele: 713-588-6900
Fax: 713-481-0894
www.berlethlaw.com
THIS IS AN ATTEMPT BY A DEBT COLLECTOR TO COLLECT A DEBT. ANY INFORMATION OBTAINED WILL BE USED FOR
THAT PURPOSE. YOU ARE NOW COMMUNICATING WITH A DEBT COLLECTOR.
CONFIDENTIAL NOTICE: This document and or documents are intended only for the use of the individual or entity to
which it is addressed and may contain information that is subject to attorney-client privilege, patient confidentiality,
and/or is otherwise exempt from disclosure under applicable law. If the reader of this document and or documents, is
UnofficialCopyOfficeofMarilynBurgessDistrictClerk
entityobservation
Aaron Goodman
Read the anchor · page 90
EXHIBIT F
Patrick, Aaron, Rick, Neill
er
Gys, I have been fighting a cold/flu. I should be able to get a summary out later today. 9:53 AM
Sorry to read that, Aaron, hope you're feeling berte Dater today is great, thank you 10.04 AM co
Aaron Goodman
Rick/Neill I just wrote the summary and a proposed payment schedule. It is with Mark to review. I will forward it
on to you as soon as Mark approves, which should be tomorrow.
7:27 PM
Thanks, Aaron. Glad you're feeling better! 7:27 PM (
Wed, Apr 9
Aaron Goodman
Summary of payments due Rick and Neill.docx
16 KB
Rick/Neil, attached is a summary of the separation payments we discussed the other day.
8:42 AM
Aaron Goodman
copies of Shares balance at the Transfe
Agent - 25 million each
Just to clarify, 10M shares for me and 10M for Neill are clear of the restrictions and can be transferred
immediately, correct?
5:40 PM 00
Tue, Apr 15
entityobservation
Ardmore Law Firm, PLLC
Read the anchor · page 2
1
Robert Berleth
From: Daniel Ardmore <daniel.ardmore@reachalaw.com>
Sent: Wednesday, June 25, 2025 2:46 PM
To: Robert Berleth
Subject: Re: Cyberlux Settlement
Yes, thank you Mr. Berleth, much appreciated!
Daniel Ardmore
Ardmore Law Firm, PLLC
253-583-4294
From: Robert Berleth <rberleth@berlethlaw.com>
Sent: Wednesday, June 25, 2025 2:43 PM
To: Daniel Ardmore <daniel.ardmore@reachalaw.com>
Subject: Cyberlux Settlement
Mr. Ardmore,
I’m seeking to get an agreed final order to distribute funds in the Cyberlux matter entered promptly. Unfortunately,
Cyberlux has ~$65M in debt, with less than half that to pay creditors. Will your clients accept $1,400,000 lump sum
payment to completely release the Cyberlux matter, which would include all your legal fees, expenses, and other
incurred amounts to date?
Warmly,
Robert Berleth
Attorney-at-Law
9950 Cypresswood Drive, Suite 200
Houston, Texas 77070
E-mail: rberleth@berlethlaw.com
Tele: 713-588-6900
Fax: 713-481-0894
www.berlethlaw.com
THIS IS AN ATTEMPT BY A DEBT COLLECTOR TO COLLECT A DEBT. ANY INFORMATION OBTAINED WILL BE USED FOR
THAT PURPOSE. YOU ARE NOW COMMUNICATING WITH A DEBT COLLECTOR.
CONFIDENTIAL NOTICE: This document and or documents are intended only for the use of the individual or entity to
which it is addressed and may contain information that is subject to attorney-client privilege, patient confidentiality,
and/or is otherwise exempt from disclosure under applicable law. If the reader of this document and or documents, is
UnofficialCopyOfficeofMarilynBurgessDistrictClerk
entityobservation
Robert Berleth
Read the anchor · page 2
1
Robert Berleth
From: Daniel Ardmore <daniel.ardmore@reachalaw.com>
Sent: Wednesday, June 25, 2025 2:46 PM
To: Robert Berleth
Subject: Re: Cyberlux Settlement
Yes, thank you Mr. Berleth, much appreciated!
Daniel Ardmore
Ardmore Law Firm, PLLC
253-583-4294
From: Robert Berleth <rberleth@berlethlaw.com>
Sent: Wednesday, June 25, 2025 2:43 PM
To: Daniel Ardmore <daniel.ardmore@reachalaw.com>
Subject: Cyberlux Settlement
Mr. Ardmore,
I’m seeking to get an agreed final order to distribute funds in the Cyberlux matter entered promptly. Unfortunately,
Cyberlux has ~$65M in debt, with less than half that to pay creditors. Will your clients accept $1,400,000 lump sum
payment to completely release the Cyberlux matter, which would include all your legal fees, expenses, and other
incurred amounts to date?
Warmly,
Robert Berleth
Attorney-at-Law
9950 Cypresswood Drive, Suite 200
Houston, Texas 77070
E-mail: rberleth@berlethlaw.com
Tele: 713-588-6900
Fax: 713-481-0894
www.berlethlaw.com
THIS IS AN ATTEMPT BY A DEBT COLLECTOR TO COLLECT A DEBT. ANY INFORMATION OBTAINED WILL BE USED FOR
THAT PURPOSE. YOU ARE NOW COMMUNICATING WITH A DEBT COLLECTOR.
CONFIDENTIAL NOTICE: This document and or documents are intended only for the use of the individual or entity to
which it is addressed and may contain information that is subject to attorney-client privilege, patient confidentiality,
and/or is otherwise exempt from disclosure under applicable law. If the reader of this document and or documents, is
UnofficialCopyOfficeofMarilynBurgessDistrictClerk
entityobservation
Phillip (Rick) Tucker
Read the anchor · page 8
5
PURCHASE AGREEMENT
This Purchase Agreement (this "Agreement"), dated as of March 28, 2022, is entered into
between Phillip (Rick) Tucker (“Tucker”) and N eill Whiteley (“Whiteley”), the sole and
complete interest holders ("Sellers ") in Catalyst Machineworks, LLC, a Texas limited liability
company, and Cyberlux Corporation, a Nevada corporation ("Buyer"). Capitalized terms used in
this Agreement have the meanings given to such terms herein.
RECITALS
WHEREAS, Sellers own all of the issued and outstanding interests , (the "Interests"), in
Catalyst Machineworks, LLC, a Texas limited liability company , having its principal place of
business at 105 Canvas Back Drive, Montgomery, TX 77316-1636 (the "Company");
WHEREAS, this agreement will specify the terms of an exchange whereby Sellers will
sell to Buyer their Interests and Buyer will make certain payments to and on behalf of Sellers at
closing and over time and shall issue shares of Buyer’s common stock at closing and over time in
exchange therefore and such shares shall be held by for at least one year.
WHEREAS, Sellers wishes to sell to Buyer, and Buyer wishes to purchase from Seller,
the Interests, subject to the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth and for other good and val uable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
PURCHASE AND SALE
Section 1.01 Purchase and Sale. Subject to the terms and conditions set forth herein, at
the Closing, Sellers shall sell to Buyer, and Buyer shall purchase from Seller, the Interests, free
and clear of any mortgage, pledge, lien, charge, security interest, claim, community property
interest, option, equitable interest, restriction of any kind (including any restriction on use, voting,
transfer, receipt of income, or exercise of any other ownership attribute), or other encumbrance
(each, an "Encumbrance").
Section 1.02 Exchange. The Interests shall be acquired by Buyer in exchange for the
issuance of twenty million shares of Buyer’s common stock to Sellers at the Closing free and clear
of any Encumbrance (the “Shares”), a payment of $157,000 at Closing for purposes of retirement
of Company debt, a payment of $100,000 at closing each to Tucker and Whiteley and a
commitment at closing to make certain additional cash payments, employment commitments and
stock issuances over time pursuant to this agreement and described herein as “ Subsequent
Consideration.”
Section 1.03 Subsequent Consideration. Subsequent Consideration paid pursuant to
the commitment stated herein shall include
(a) payments of $100,000 to both Tucker and Whiteley at the three month, six
month, nine month, and twelve month periods after the closing date, for a total payment of
UnofficialCopyOfficeofMarilynBurgessDistrictClerk
entityobservation
Neill Whiteley
Read the anchor · page 25
22
postage prepaid, if sent to the respective parties at the following addresses (or at such other address
for a party as shall be specified in a notice given in accordance with this Section 8.02):
If to Seller: 105 Canvas Back Dr., Montgomery, Texas 77316
Facsimile: 724-378-7703
Email: info@catalystmachineworks.com
Attention: Neill Whiteley
6222 Darby Way, Spring, Texas 77389
Facsimile: 724-378-7703
Email: rick@liquidambermedia.com
Attention: Phillip Tucker
with a copy (which shall not
constitute notice) to:
902 22nd Street, Aliquippa, PA 15001
Facsimile: 724-378-7703
Email: johnahavey@esquire247.com
Attention: John A. Havey, P.C.
If to Buyer: 800 Park Offices Drive, Suite 3209, Durham, NC 27709
Facsimile: 919-867-2911
Email: mschmidt@cyberlux.com
Attention: President & CEO
with a copy (which shall not
constitute notice) to:
Watts Law, PLLC
Email: CDWatts@me.com
Attention: Chuck Watts
Section 8.03 Interpretation; Headings. This Agreement shall be construed without
regard to any presumption or rule requiring construction or interpretation against the party drafting
an instrument or causing any instrument to be d rafted. The headings in this Agreement are for
reference only and shall not affect the interpretation of this Agreement.
Section 8.04 Severability. If any term or provision of this Agreement is invalid, illegal,
or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect
any other term or provision of this Agreement.
Section 8.05 Entire Agreement. This Agreement and the other Transaction Documents
constitute the sole and entire agreement of the parties to this Agreement with respect to the subject
matter contained herein and therein, and supersede all prior and contemporaneous understandings
and agreements, both written and oral, with respect to such subject mat ter. In the event of any
inconsistency between the statements in the body of this Agreement and those in the other
Transaction Documents, any exhibits, and the Disclosure Schedules (other than an exception
expressly set forth as such in the Disclosure Schedules), the statements in the body of this
Agreement will control.
Section 8.06 Successors and Assigns. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors and permitted assigns.
UnofficialCopyOfficeofMarilynBurgessDistrictClerk
entityobservation
Cyberlux Corporation
Read the anchor · page 8
5
PURCHASE AGREEMENT
This Purchase Agreement (this "Agreement"), dated as of March 28, 2022, is entered into
between Phillip (Rick) Tucker (“Tucker”) and N eill Whiteley (“Whiteley”), the sole and
complete interest holders ("Sellers ") in Catalyst Machineworks, LLC, a Texas limited liability
company, and Cyberlux Corporation, a Nevada corporation ("Buyer"). Capitalized terms used in
this Agreement have the meanings given to such terms herein.
RECITALS
WHEREAS, Sellers own all of the issued and outstanding interests , (the "Interests"), in
Catalyst Machineworks, LLC, a Texas limited liability company , having its principal place of
business at 105 Canvas Back Drive, Montgomery, TX 77316-1636 (the "Company");
WHEREAS, this agreement will specify the terms of an exchange whereby Sellers will
sell to Buyer their Interests and Buyer will make certain payments to and on behalf of Sellers at
closing and over time and shall issue shares of Buyer’s common stock at closing and over time in
exchange therefore and such shares shall be held by for at least one year.
WHEREAS, Sellers wishes to sell to Buyer, and Buyer wishes to purchase from Seller,
the Interests, subject to the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth and for other good and val uable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
PURCHASE AND SALE
Section 1.01 Purchase and Sale. Subject to the terms and conditions set forth herein, at
the Closing, Sellers shall sell to Buyer, and Buyer shall purchase from Seller, the Interests, free
and clear of any mortgage, pledge, lien, charge, security interest, claim, community property
interest, option, equitable interest, restriction of any kind (including any restriction on use, voting,
transfer, receipt of income, or exercise of any other ownership attribute), or other encumbrance
(each, an "Encumbrance").
Section 1.02 Exchange. The Interests shall be acquired by Buyer in exchange for the
issuance of twenty million shares of Buyer’s common stock to Sellers at the Closing free and clear
of any Encumbrance (the “Shares”), a payment of $157,000 at Closing for purposes of retirement
of Company debt, a payment of $100,000 at closing each to Tucker and Whiteley and a
commitment at closing to make certain additional cash payments, employment commitments and
stock issuances over time pursuant to this agreement and described herein as “ Subsequent
Consideration.”
Section 1.03 Subsequent Consideration. Subsequent Consideration paid pursuant to
the commitment stated herein shall include
(a) payments of $100,000 to both Tucker and Whiteley at the three month, six
month, nine month, and twelve month periods after the closing date, for a total payment of
UnofficialCopyOfficeofMarilynBurgessDistrictClerk
entityobservation
Catalyst Machineworks, LLC
Read the anchor · page 8
5
PURCHASE AGREEMENT
This Purchase Agreement (this "Agreement"), dated as of March 28, 2022, is entered into
between Phillip (Rick) Tucker (“Tucker”) and N eill Whiteley (“Whiteley”), the sole and
complete interest holders ("Sellers ") in Catalyst Machineworks, LLC, a Texas limited liability
company, and Cyberlux Corporation, a Nevada corporation ("Buyer"). Capitalized terms used in
this Agreement have the meanings given to such terms herein.
RECITALS
WHEREAS, Sellers own all of the issued and outstanding interests , (the "Interests"), in
Catalyst Machineworks, LLC, a Texas limited liability company , having its principal place of
business at 105 Canvas Back Drive, Montgomery, TX 77316-1636 (the "Company");
WHEREAS, this agreement will specify the terms of an exchange whereby Sellers will
sell to Buyer their Interests and Buyer will make certain payments to and on behalf of Sellers at
closing and over time and shall issue shares of Buyer’s common stock at closing and over time in
exchange therefore and such shares shall be held by for at least one year.
WHEREAS, Sellers wishes to sell to Buyer, and Buyer wishes to purchase from Seller,
the Interests, subject to the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter set forth and for other good and val uable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
PURCHASE AND SALE
Section 1.01 Purchase and Sale. Subject to the terms and conditions set forth herein, at
the Closing, Sellers shall sell to Buyer, and Buyer shall purchase from Seller, the Interests, free
and clear of any mortgage, pledge, lien, charge, security interest, claim, community property
interest, option, equitable interest, restriction of any kind (including any restriction on use, voting,
transfer, receipt of income, or exercise of any other ownership attribute), or other encumbrance
(each, an "Encumbrance").
Section 1.02 Exchange. The Interests shall be acquired by Buyer in exchange for the
issuance of twenty million shares of Buyer’s common stock to Sellers at the Closing free and clear
of any Encumbrance (the “Shares”), a payment of $157,000 at Closing for purposes of retirement
of Company debt, a payment of $100,000 at closing each to Tucker and Whiteley and a
commitment at closing to make certain additional cash payments, employment commitments and
stock issuances over time pursuant to this agreement and described herein as “ Subsequent
Consideration.”
Section 1.03 Subsequent Consideration. Subsequent Consideration paid pursuant to
the commitment stated herein shall include
(a) payments of $100,000 to both Tucker and Whiteley at the three month, six
month, nine month, and twelve month periods after the closing date, for a total payment of
UnofficialCopyOfficeofMarilynBurgessDistrictClerk
entityobservation
Mark Schmidt
Read the anchor · page 28
25
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date first written above by the ir respective officers thereunto duly authorized.
SELLERS NAMES
By_________________________
Phillip Tucker
Member, Catalyst Machineworks, LLC
By_________________________
Neill Whiteley
Member, Catalyst Machineworks, LLC
Cyberlux Corporation
By__________________________
Mark Schmidt
Chief Executive Officer
UnofficialCopyOfficeofMarilynBurgessDistrictClerk
[Own current image: PhillipTucker and NeillWhiteley seller signature lines blank; MarkD.Schmidt signature present.]
entityobservation
Larson Jay Isely
Read the anchor · page 81
CATALYST MACHINEWORKS, LLC
A Cyberlux Company
Neill Whiteley
105 Canvas Back Dr.,
Montgomery, Texas 77316
March 30, 2022
Dear Mr. Whiteley,
1. Offer and Position
We are very pleased to extend an offer of employment to you (the “Employee”) for the position
of Director of Engineering and CTO of the Unmanned Aircraft Solutions (UAS) Business Unit of
Cyberlux Corporation and Catalyst Machineworks, LLC, a Texas limited liability company, 100%
owned by Cyberlux Corporation (the "Company"). This offer of employment is conditioned on
your satisfactory completion of certain requirements, as more fully explained in this letter, and
subject to the terms and conditions set forth in this letter.
2. Duties
In your capacity as Director of Engineering and CTO, you will perform duties and responsibilities
that are commensurate with your position and such other duties as may be assigned to you from
time to time. You will report directly to Larson Jay Isely, Executive Vice President and General
Manager of Cyberlux Corporation’s Unmanned Aircraft Solutions (UAS) Business Unit. You
agree to devote your full business time, attention and best efforts to the performance of your duties
and to the furtherance of the Company's interests.
3. Location
Your principal place of employment shall be at our corporate office located at 21631 Rhodes Rd.
Suite A105, Spring, TX 77388, subject to business travel as needed to properly fulfill your
employment duties and responsibilities.
4. Start Date and Employment Agreement Duration
Subject to satisfaction of all of the conditions described in this letter, this offer is based on a
mutually acceptable start date (the "Start Date"). The terms of this Employment Agreement shall
remain in force for a duration of three years beginning on the start date with early termination only
by mutual agreement of the parties or termination by the Company “for-cause.” Upon the
completion of the three-year term, continued employment shall be subject to a mutually agreed
upon renewal of this agreement, to a new replacement Employment Agreement entered into by the
two parties, or by a Texas “at-will” employment relationship between Employee and the Company.
EXHIBIT C
UnofficialCopyOfficeofMarilynBurgessDistrictClerk
entityobservation
Lisa Courtemanche
Read the anchor · page 88
EXHIBIT D
District Clerk
Begin forwarded message:
From: Lisa Courtemanche <|courtemanche@cyberlux.com>
Subject: Salary Adjustment
Date: August 8, 2024 at 10:47:18 AM CDT
To: Rick Tucker <rtucker@cyberlux.com>
Cc: Mark Schmidt <mschmidt@cyberlux.com>
As you are aware, the company is managing through a season of tigh ash flow. Your position has been identified as one of
Cyberlux's highly compensated employees. Effective 8/5, the company is temporarily reducing your annual compensation of
$250,000 to $175,000. The salary reduction amount is being accrued and will be payable within 30 days after receipt of the
final payment from HIl for the drone contract.
Please let me know if you have any questions.
Lisa Courtemanche | Director of HR I Executive AdminiStrator
Icourtemanche@cyberlux.com
Office: 1-760-597-3727 | Fax: 1-760-597-1510
CYBER
Harnessing the Future
Visit our Website
eventattribution
Letter agreement bears three dated signatures; contingent on final documentation.
Read the anchor · page 33
7. Phillip Tucker and Neill Whiteley shall reccive the following incentive stock awards and increased annual base
salary levels effective the date of the Cyberlux annual filing which includes a CMW net revenue achievement.
CMW Fiscal Year Net Revenue Achievement
Incentive Stock Award
Exccutive Annual Base Salary
$3,000,000
10 million shares
$160,000
$5,000.000
15 million shares
$ 175,000
$7,500,000
20 million shares
$200,000
$ 10,000,000
25 million shares
$250,000
Should two or more CMW Fiscal Year Net Revenue Achievements be attained within a single year, the highest of
the base salary levels achieved shall take effect, plus, the aggregate of the incentive shares shall be awarded.
8. On the 4ại anniversary of signing the formalized legal documents, if the Cyberlux share price has not reached $O.05
or more as the 100-day moving average share price, Phillip Tucker and Neill Whitely will receive the dillerence
between this $0.05 share price and the closing share price on the 4" anniversary date for the 50 million ownership
shares. Cyberlux has the option to either issue additional stock, pay cash, or issue and pay a combination of stock
and cash. For example, if the closing share price on the 4hh anniversary date is $0.04, the difference in ownership
share value is 50 million shares multiplied by $0.01, or $500,000.00. Cyberlux will either issue 10 million
additional shares of stock, pay $500,000.00 in cash, or issue and pay some combination of stock and cash, at the
discretion of Cyberlux, to Phillip Tucker and Neill Whiteley.
9. Should within the first four years following the signing of the formal Jegal documents, Cyberlux file for
Bankruptcy or initiate not-for-cause termination of employment of Phillip Tucker and Neill Whiteley, Cyberlux
Corporation shall exercise best efforts to spin-off CMW as a separate legal business entity, to be managed by
Phillip Tucker and Neill Whiteley and vested with the original legacy Intellectual Property possessed by CMW
and Phillip Tucker and Neill Whiteley, prior to execution of this agreement for the acquisition of CMW by
Cyberlux. The legacy IP which shall become the property of the described spin-off CMW entity includes that
which pertained to Cinema products, Hobby products and Law Enforcement products, as well all pertinent
information related to CMW customers, products, inventory, and personnel prior to this acquisition of CMW.
10. This entire Agreement is contingent on these terms being reduced to the final legal documents.
ACKNOWLEDGED, ACCEPTED AND APPROVED:
PHILIP-TUCKER, OWNER CHEAT YST MACHINEWORKS, LIC
By._
Date:
03/09/2022
NEILL WHITELE
DOWNER CATALYST MACHINEWORKS, LLO
By:
Date:
03/09/2022
MARK SCHMIDT, PRESIDENT & CEO, CYBERLUX CORPORATION
By:
Mart D. Schmidt
Date:
03/09/2022
Cyberlux Corporation Confidential
EXHIBIT D
District Clerk
Begin forwarded message:
From: Lisa Courtemanche <|courtemanche@cyberlux.com>
Subject: Salary Adjustment
Date: August 8, 2024 at 10:47:18 AM CDT
To: Rick Tucker <rtucker@cyberlux.com>
Cc: Mark Schmidt <mschmidt@cyberlux.com>
As you are aware, the company is managing through a season of tigh ash flow. Your position has been identified as one of
Cyberlux's highly compensated employees. Effective 8/5, the company is temporarily reducing your annual compensation of
$250,000 to $175,000. The salary reduction amount is being accrued and will be payable within 30 days after receipt of the
final payment from HIl for the drone contract.
Please let me know if you have any questions.
Lisa Courtemanche | Director of HR I Executive AdminiStrator
Icourtemanche@cyberlux.com
Office: 1-760-597-3727 | Fax: 1-760-597-1510
CYBER
Harnessing the Future
Visit our Website
eventattribution
Receiver proposes all-in1.4million and counsel replies yes.
Read the anchor · page 2
1
Robert Berleth
From: Daniel Ardmore <daniel.ardmore@reachalaw.com>
Sent: Wednesday, June 25, 2025 2:46 PM
To: Robert Berleth
Subject: Re: Cyberlux Settlement
Yes, thank you Mr. Berleth, much appreciated!
Daniel Ardmore
Ardmore Law Firm, PLLC
253-583-4294
From: Robert Berleth <rberleth@berlethlaw.com>
Sent: Wednesday, June 25, 2025 2:43 PM
To: Daniel Ardmore <daniel.ardmore@reachalaw.com>
Subject: Cyberlux Settlement
Mr. Ardmore,
I’m seeking to get an agreed final order to distribute funds in the Cyberlux matter entered promptly. Unfortunately,
Cyberlux has ~$65M in debt, with less than half that to pay creditors. Will your clients accept $1,400,000 lump sum
payment to completely release the Cyberlux matter, which would include all your legal fees, expenses, and other
incurred amounts to date?
Warmly,
Robert Berleth
Attorney-at-Law
9950 Cypresswood Drive, Suite 200
Houston, Texas 77070
E-mail: rberleth@berlethlaw.com
Tele: 713-588-6900
Fax: 713-481-0894
www.berlethlaw.com
THIS IS AN ATTEMPT BY A DEBT COLLECTOR TO COLLECT A DEBT. ANY INFORMATION OBTAINED WILL BE USED FOR
THAT PURPOSE. YOU ARE NOW COMMUNICATING WITH A DEBT COLLECTOR.
CONFIDENTIAL NOTICE: This document and or documents are intended only for the use of the individual or entity to
which it is addressed and may contain information that is subject to attorney-client privilege, patient confidentiality,
and/or is otherwise exempt from disclosure under applicable law. If the reader of this document and or documents, is
UnofficialCopyOfficeofMarilynBurgessDistrictClerk
inferenceinference
The claimant demand compresses conditional/version-specific clauses into immediate entitlements; the supplied four-year valuation trigger, c
The claimant demand compresses conditional/version-specific clauses into immediate entitlements; the supplied four-year valuation trigger, contrary-drafter clause and signature blanks require reconciliation before accepting the demand’s uncontested-characterisation.
inferenceinference
The payment summary’s Paid status, omitted bonuses and$30schedule mismatch mean its printed balance is an evidential lead rather than a clea
The payment summary’s Paid status, omitted bonuses and$30schedule mismatch mean its printed balance is an evidential lead rather than a clean reconciled receivable.
inferenceinference
Recorded acquisition shares and claimed incentive shares are different obligations. Restricted transfer balances and salary changes do not a
Recorded acquisition shares and claimed incentive shares are different obligations. Restricted transfer balances and salary changes do not alone settle incentive eligibility, valuation or unrestricted-transfer rights.
otherattribution
Complete supplied 96-page source reviewed at SHA-256 735ba8dffba25c36bf5ab4c1caad98e5ea3c73407defedd49fcbc445925eaba5. Source assertions, or
Complete supplied 96-page source reviewed at SHA-256 735ba8dffba25c36bf5ab4c1caad98e5ea3c73407defedd49fcbc445925eaba5. Source assertions, original visual features, filing/communication context and identified missing attachments are retained. Exact source SHA256 735ba8dffba25c36bf5ab4c1caad98e5ea3c73407defedd49fcbc445925eaba5. Prior own complete96-page review and37 material-image checks retained; current substantive reread1–54and81–96, with55–80 previously verified within-source native-text repetition. Signature pages28/33/78/87 independently rechecked13September. No fresh claim of recovering unreadableW2cells.
Read the anchor · page 1
CAUSE NO. 202448085
ATLANTIC WAVE HOLDINGS, LLC § IN THE DISTRICT COURT
and SECURE COMMUNITY, LLC, §
Plaintiff, Judgment-Creditor, §
§
v. § 129TH JUDICIAL COURT
§
CYBERLUX CORPORATION and §
MARK D. SCHMIDT, individually § IN AND FOR
Defendant, Judgment-Debtor. § HARRIS COUNTY, TEXAS
Exhibit 10-
Catalyst Machine Works
Cause No. 202448085 styled Atlantic Wave Holdings, LLC et al.
v. Cyberlux Corporation et al, in the 129th District Court in and
For Harris County, Texas
UnofficialCopyOfficeofMarilynBurgessDistrictClerk
questionquestion
Which fully executed counterparts, amendments, individual Tucker employment terms and qualifying CMWnet-revenue records control the claim?
questionquestion
Which payroll/bank and HIIpayment records reconcile paid final wages, deferred salary, bonus treatment and the$30schedule difference?
questionquestion
What release, distribution order, payment and allocation records completed theJune25$1.4million exchange?
questionquestion
What transfer-agent records, incentive resolutions and valuation analysis resolve restricted balances and the claimed immediate$0.05value?
questionquestion
What generator-credit statements and independently confirmed meeting record support causation and the$8,500consequential claim?
distillateinference
CONNECT
Reviewed relationships
The canvas follows the database: source to DISTIL record, DISTIL record to knowledge object, then reviewed relationship. Position alone means nothing.
The demand treats a reported salary increase to$250,000 and an alleged$80million drone award as evidence that the maximum incentive threshold was met. The employment plan defines net revenue as gross less returns, pricing differences and other GAAPreductions, and requires continuing employment through payment. W-2s and a salary email do not alone provide CMW’s qualifying net-revenue ledger or establish every incentive condition.supportsWhich fully executed counterparts, amendments, individual Tucker employment terms and qualifying CMWnet-revenue records control the claim?
Specifically named source propositions support the bounded distinction or question.
Ardmore’s June2demand alleges unpaid wages,12.5million incentive shares each valued at$0.05, and Tucker’s$8,500 generator-finance loss. It demands Tucker$707,475.25 and Whiteley$687,537.56, together$1,395,012.81 before a25%-of-total fee gross-up to$1,860,017.08. Alleged admissions, intentional misconduct and priority status are claimant assertions, not findings or independently verified company assent.supportsWhat generator-credit statements and independently confirmed meeting record support causation and the$8,500consequential claim?
Specifically named source propositions support the bounded distinction or question.
The later$1.4million all-in settlement exchange differs from the earlier$1,860,017.08 fee-inclusive demand. A25%-of-total fee on the earlier demand means dividing the$1,395,012.81 base by0.75, not merely adding25%of that base. The exchange does not specify individual allocations or prove execution of a release and payment.supportsDoes the exhibit establish an undisputed, fully reconciled wage-and-incentive debt paid through the receiver?
Specifically named source propositions support the bounded distinction or question.
The attached employment offer is addressed to NeillWhiteley, as engineering director/CTO reporting to LarsonJayIsely, datedMarch30with an acceptance deadlineMarch29. It states an initial3year term, then renewal/replacement or Texasat-will status. Page87 contains Isely’s signature but a blank employee acceptance line. This exhibit is not a separately supplied signed Tucker employment agreement.supportsWhich fully executed counterparts, amendments, individual Tucker employment terms and qualifying CMWnet-revenue records control the claim?
Specifically named source propositions support the bounded distinction or question.
Ardmore’s June2demand alleges unpaid wages,12.5million incentive shares each valued at$0.05, and Tucker’s$8,500 generator-finance loss. It demands Tucker$707,475.25 and Whiteley$687,537.56, together$1,395,012.81 before a25%-of-total fee gross-up to$1,860,017.08. Alleged admissions, intentional misconduct and priority status are claimant assertions, not findings or independently verified company assent.supportsThe claimed$625,000each incentive damages assume both12.5million shares are due and the$0.05purchase-price protection supplies an immediate cash valuation; both are claimant premises requiring separate testing.
Specifically named source propositions support the bounded distinction or question.
The demand says any ambiguity must be construed against Cyberlux as drafter. Section8.03 instead expressly says the agreement is construed without such a presumption. The advocacy and underlying clause point in different directions; any legal consequence requires interpretation rather than adopting the demand’s assertion.supportsThe claimant demand compresses conditional/version-specific clauses into immediate entitlements; the supplied four-year valuation trigger, contrary-drafter clause and signature blanks require reconciliation before accepting the demand’s uncontested-characterisation.
Specifically named source propositions support the bounded distinction or question.
The group screenshot shows Goodman first saying the proposed schedule awaits Mark’s approval, then on April9sending a16KBsummary of separation payments and share-balance images. A participant asks whether the10million shares each are unrestricted and immediately transferable; no visible answer resolves it. Transmission alone does not prove payment or unrestricted status.supportsWhat transfer-agent records, incentive resolutions and valuation analysis resolve restricted balances and the claimed immediate$0.05value?
Specifically named source propositions support the bounded distinction or question.
The full transfer statements datedApril1,2025 show25million RESTRICTED book shares for each, from15million beginning balances plus10million issuances onApril1. These statements support recorded share balances and restrictions at their date; they do not establish later transfers or every missing incentive award. Unreadable page90thumbnails are not assumed byte-identical to these full statements.supportsRecorded acquisition shares and claimed incentive shares are different obligations. Restricted transfer balances and salary changes do not alone settle incentive eligibility, valuation or unrestricted-transfer rights.
Specifically named source propositions support the bounded distinction or question.
The proposed schedule says within10days of HIIpayments for trucks1–3: Rick$30,000+$30,000+$13,945.25, with printed total$73,975.25; the components total$73,945.25, a$30difference. Neill$30,000+$30,000+$2,537.56 equals$62,537.56. Preserve gross/approximate labels and the printed discrepancy; no inferred loss or intent.supportsDoes the exhibit establish an undisputed, fully reconciled wage-and-incentive debt paid through the receiver?
Specifically named source propositions support the bounded distinction or question.
The demand quotes only part of the purchase-price protection provision to argue immediate$0.05 cash damages for incentive shares. The full provision includes the fourth-anniversary timing and moving-average/election mechanism. The record therefore contains a material contractual-scope dispute, despite counsel calling value undisputed; this review does not adjudicate the valuation.supportsThe claimed$625,000each incentive damages assume both12.5million shares are due and the$0.05purchase-price protection supplies an immediate cash valuation; both are claimant premises requiring separate testing.
Specifically named source propositions support the bounded distinction or question.
The proposed schedule says within10days of HIIpayments for trucks1–3: Rick$30,000+$30,000+$13,945.25, with printed total$73,975.25; the components total$73,945.25, a$30difference. Neill$30,000+$30,000+$2,537.56 equals$62,537.56. Preserve gross/approximate labels and the printed discrepancy; no inferred loss or intent.supportsThe payment summary’s Paid status, omitted bonuses and$30schedule mismatch mean its printed balance is an evidential lead rather than a clean reconciled receivable.
Specifically named source propositions support the bounded distinction or question.
Tucker and Whiteley give separate June3unsworn declarations under penalty of perjury adopting the demand and alleging missed pay, delayed shares, layoffs and Goodman’s acknowledgment. They also recount the generator-finance loss and a meeting involving PatrickGodfrey. Their common interests and substantially repeated wording do not add independent documentary proof of causation, loan charges, company admissions or damages priority.supportsWhat generator-credit statements and independently confirmed meeting record support causation and the$8,500consequential claim?
Specifically named source propositions support the bounded distinction or question.
The payment summary reports two remaining$20,000 bonus amounts and$49,327 deferred salary each, both pending schedule/HIIpayments. It labels final pay including PTO as Paid ($24,648.25 Rick;$13,210.56 Neill), yet printed cash-still-due totals equal deferred salary plus that final pay and exclude the bonuses. This is an internal status/total inconsistency, not a silently reconciled debt amount.supportsThe payment summary’s Paid status, omitted bonuses and$30schedule mismatch mean its printed balance is an evidential lead rather than a clean reconciled receivable.
Specifically named source propositions support the bounded distinction or question.
The demand says any ambiguity must be construed against Cyberlux as drafter. Section8.03 instead expressly says the agreement is construed without such a presumption. The advocacy and underlying clause point in different directions; any legal consequence requires interpretation rather than adopting the demand’s assertion.supportsDoes the exhibit establish an undisputed, fully reconciled wage-and-incentive debt paid through the receiver?
Specifically named source propositions support the bounded distinction or question.
The purchase-agreement cover says March30,2022 while its opening says March28. Both reproduced signature pages visibly show MarkD.Schmidt’s signature and blank PhillipTucker and NeillWhiteley lines. The claim asserts a March28 closing; this supplied execution copy does not itself establish all parties signed. Blank lines do not establish no other executed counterpart exists.supportsWhich fully executed counterparts, amendments, individual Tucker employment terms and qualifying CMWnet-revenue records control the claim?
Specifically named source propositions support the bounded distinction or question.
LisaCourtemanche’s August8,2024 HRemail to RickTucker, copying Schmidt, says compensation reduces$250,000 to$175,000 effectiveAugust5; the reduction is accrued and payable within30days after final HII drone-contract payment. This is a specific deferred-pay representation; the file does not include the final customer-payment ledger establishing the trigger date.supportsThe payment summary’s Paid status, omitted bonuses and$30schedule mismatch mean its printed balance is an evidential lead rather than a clean reconciled receivable.
Specifically named source propositions support the bounded distinction or question.
Exhibit10 in HarrisCounty cause202448085 collects Catalyst acquisition documents, a claimant demand and exhibits, and June25,2025 correspondence. Berleth offers $1,400,000 lump sum to release the Cyberlux matter including fees and expenses, stating approximately $65million debt with less than half available. Ardmore replies Yes, thank you. This records an exchange, not the final distribution order or proof of payment.supportsWhat release, distribution order, payment and allocation records completed theJune25$1.4million exchange?
Specifically named source propositions support the bounded distinction or question.
The demand treats a reported salary increase to$250,000 and an alleged$80million drone award as evidence that the maximum incentive threshold was met. The employment plan defines net revenue as gross less returns, pricing differences and other GAAPreductions, and requires continuing employment through payment. W-2s and a salary email do not alone provide CMW’s qualifying net-revenue ledger or establish every incentive condition.supportsThe claimed$625,000each incentive damages assume both12.5million shares are due and the$0.05purchase-price protection supplies an immediate cash valuation; both are claimant premises requiring separate testing.
Specifically named source propositions support the bounded distinction or question.
The group screenshot shows Goodman first saying the proposed schedule awaits Mark’s approval, then on April9sending a16KBsummary of separation payments and share-balance images. A participant asks whether the10million shares each are unrestricted and immediately transferable; no visible answer resolves it. Transmission alone does not prove payment or unrestricted status.supportsThe payment summary’s Paid status, omitted bonuses and$30schedule mismatch mean its printed balance is an evidential lead rather than a clean reconciled receivable.
Specifically named source propositions support the bounded distinction or question.
The purchase-agreement cover says March30,2022 while its opening says March28. Both reproduced signature pages visibly show MarkD.Schmidt’s signature and blank PhillipTucker and NeillWhiteley lines. The claim asserts a March28 closing; this supplied execution copy does not itself establish all parties signed. Blank lines do not establish no other executed counterpart exists.supportsThe claimant demand compresses conditional/version-specific clauses into immediate entitlements; the supplied four-year valuation trigger, contrary-drafter clause and signature blanks require reconciliation before accepting the demand’s uncontested-characterisation.
Specifically named source propositions support the bounded distinction or question.
Section8.03 expressly disclaims construction against the drafter; the body controls inconsistent transaction documents except explicit schedule exceptions. Amendments and waivers must be signed writings; assignment requires consent without relieving obligations. NorthCarolina law and Durham forum provisions, jury waiver and electronic counterparts are stated. The demand’s contrary-drafter argument must be assessed against these express terms, not treated as an uncontested contractual rule.supportsThe claimant demand compresses conditional/version-specific clauses into immediate entitlements; the supplied four-year valuation trigger, contrary-drafter clause and signature blanks require reconciliation before accepting the demand’s uncontested-characterisation.
Specifically named source propositions support the bounded distinction or question.
Exhibit10 in HarrisCounty cause202448085 collects Catalyst acquisition documents, a claimant demand and exhibits, and June25,2025 correspondence. Berleth offers $1,400,000 lump sum to release the Cyberlux matter including fees and expenses, stating approximately $65million debt with less than half available. Ardmore replies Yes, thank you. This records an exchange, not the final distribution order or proof of payment.supportsDoes the exhibit establish an undisputed, fully reconciled wage-and-incentive debt paid through the receiver?
Specifically named source propositions support the bounded distinction or question.
The proposed schedule says within10days of HIIpayments for trucks1–3: Rick$30,000+$30,000+$13,945.25, with printed total$73,975.25; the components total$73,945.25, a$30difference. Neill$30,000+$30,000+$2,537.56 equals$62,537.56. Preserve gross/approximate labels and the printed discrepancy; no inferred loss or intent.supportsWhich payroll/bank and HIIpayment records reconcile paid final wages, deferred salary, bonus treatment and the$30schedule difference?
Specifically named source propositions support the bounded distinction or question.
The later$1.4million all-in settlement exchange differs from the earlier$1,860,017.08 fee-inclusive demand. A25%-of-total fee on the earlier demand means dividing the$1,395,012.81 base by0.75, not merely adding25%of that base. The exchange does not specify individual allocations or prove execution of a release and payment.supportsWhat release, distribution order, payment and allocation records completed theJune25$1.4million exchange?
Specifically named source propositions support the bounded distinction or question.
LisaCourtemanche’s August8,2024 HRemail to RickTucker, copying Schmidt, says compensation reduces$250,000 to$175,000 effectiveAugust5; the reduction is accrued and payable within30days after final HII drone-contract payment. This is a specific deferred-pay representation; the file does not include the final customer-payment ledger establishing the trigger date.supportsWhich payroll/bank and HIIpayment records reconcile paid final wages, deferred salary, bonus treatment and the$30schedule difference?
Specifically named source propositions support the bounded distinction or question.
The demand quotes only part of the purchase-price protection provision to argue immediate$0.05 cash damages for incentive shares. The full provision includes the fourth-anniversary timing and moving-average/election mechanism. The record therefore contains a material contractual-scope dispute, despite counsel calling value undisputed; this review does not adjudicate the valuation.supportsDoes the exhibit establish an undisputed, fully reconciled wage-and-incentive debt paid through the receiver?
Specifically named source propositions support the bounded distinction or question.
The payment summary reports two remaining$20,000 bonus amounts and$49,327 deferred salary each, both pending schedule/HIIpayments. It labels final pay including PTO as Paid ($24,648.25 Rick;$13,210.56 Neill), yet printed cash-still-due totals equal deferred salary plus that final pay and exclude the bonuses. This is an internal status/total inconsistency, not a silently reconciled debt amount.supportsWhich payroll/bank and HIIpayment records reconcile paid final wages, deferred salary, bonus treatment and the$30schedule difference?
Specifically named source propositions support the bounded distinction or question.
The demand treats a reported salary increase to$250,000 and an alleged$80million drone award as evidence that the maximum incentive threshold was met. The employment plan defines net revenue as gross less returns, pricing differences and other GAAPreductions, and requires continuing employment through payment. W-2s and a salary email do not alone provide CMW’s qualifying net-revenue ledger or establish every incentive condition.supportsRecorded acquisition shares and claimed incentive shares are different obligations. Restricted transfer balances and salary changes do not alone settle incentive eligibility, valuation or unrestricted-transfer rights.
Specifically named source propositions support the bounded distinction or question.
The full transfer statements datedApril1,2025 show25million RESTRICTED book shares for each, from15million beginning balances plus10million issuances onApril1. These statements support recorded share balances and restrictions at their date; they do not establish later transfers or every missing incentive award. Unreadable page90thumbnails are not assumed byte-identical to these full statements.supportsWhat transfer-agent records, incentive resolutions and valuation analysis resolve restricted balances and the claimed immediate$0.05value?
Specifically named source propositions support the bounded distinction or question.
Section1.04(a) describes a fourth-anniversary $0.05 goal tied to100-day average share prices and a buyer election of cash or shares, with50-day pricing for additional shares. Section1.04(b) addresses bankruptcy or not-for-cause termination within3years and best efforts, at a seller’s election, to spin off legacy cinema/hobby/law-enforcement IP and related pre-March9business information. Neither term is an immediate general cash guarantee of every incentive share.supportsThe claimant demand compresses conditional/version-specific clauses into immediate entitlements; the supplied four-year valuation trigger, contrary-drafter clause and signature blanks require reconciliation before accepting the demand’s uncontested-characterisation.
Specifically named source propositions support the bounded distinction or question.
Employment compensation begins$120,000, with seven$10,000 bonuses across2022–2023, continuing-employment requirements and a net-revenue incentive table through2025. Maximum$10million net revenue corresponds to12.5million incentive shares and$250,000 salary. Eligibility language is distinct from proven payment, final entitlement or a general cash valuation of shares.supportsWhich fully executed counterparts, amendments, individual Tucker employment terms and qualifying CMWnet-revenue records control the claim?
Specifically named source propositions support the bounded distinction or question.
The payment summary reports two remaining$20,000 bonus amounts and$49,327 deferred salary each, both pending schedule/HIIpayments. It labels final pay including PTO as Paid ($24,648.25 Rick;$13,210.56 Neill), yet printed cash-still-due totals equal deferred salary plus that final pay and exclude the bonuses. This is an internal status/total inconsistency, not a silently reconciled debt amount.supportsDoes the exhibit establish an undisputed, fully reconciled wage-and-incentive debt paid through the receiver?
Specifically named source propositions support the bounded distinction or question.
The demand quotes only part of the purchase-price protection provision to argue immediate$0.05 cash damages for incentive shares. The full provision includes the fourth-anniversary timing and moving-average/election mechanism. The record therefore contains a material contractual-scope dispute, despite counsel calling value undisputed; this review does not adjudicate the valuation.supportsThe claimant demand compresses conditional/version-specific clauses into immediate entitlements; the supplied four-year valuation trigger, contrary-drafter clause and signature blanks require reconciliation before accepting the demand’s uncontested-characterisation.
Specifically named source propositions support the bounded distinction or question.
The demand quotes only part of the purchase-price protection provision to argue immediate$0.05 cash damages for incentive shares. The full provision includes the fourth-anniversary timing and moving-average/election mechanism. The record therefore contains a material contractual-scope dispute, despite counsel calling value undisputed; this review does not adjudicate the valuation.supportsWhat transfer-agent records, incentive resolutions and valuation analysis resolve restricted balances and the claimed immediate$0.05value?
Specifically named source propositions support the bounded distinction or question.
The group screenshot shows Goodman first saying the proposed schedule awaits Mark’s approval, then on April9sending a16KBsummary of separation payments and share-balance images. A participant asks whether the10million shares each are unrestricted and immediately transferable; no visible answer resolves it. Transmission alone does not prove payment or unrestricted status.supportsRecorded acquisition shares and claimed incentive shares are different obligations. Restricted transfer balances and salary changes do not alone settle incentive eligibility, valuation or unrestricted-transfer rights.
Specifically named source propositions support the bounded distinction or question.
The letter’s shared incentive table lists10/15/20/25million shares with revenue thresholds3/5/7.5/10million and salaries160/175/200/250thousand. The individual Whiteley employment table instead lists5/7.5/10/12.5million shares at the same thresholds and salaries. The letter also uses a4year spin-off trigger, whereas the later purchase text uses3years. Version and individual-versus-combined scope must be retained.supportsWhich fully executed counterparts, amendments, individual Tucker employment terms and qualifying CMWnet-revenue records control the claim?
Specifically named source propositions support the bounded distinction or question.
The letter’s shared incentive table lists10/15/20/25million shares with revenue thresholds3/5/7.5/10million and salaries160/175/200/250thousand. The individual Whiteley employment table instead lists5/7.5/10/12.5million shares at the same thresholds and salaries. The letter also uses a4year spin-off trigger, whereas the later purchase text uses3years. Version and individual-versus-combined scope must be retained.supportsRecorded acquisition shares and claimed incentive shares are different obligations. Restricted transfer balances and salary changes do not alone settle incentive eligibility, valuation or unrestricted-transfer rights.
Specifically named source propositions support the bounded distinction or question.
Employment compensation begins$120,000, with seven$10,000 bonuses across2022–2023, continuing-employment requirements and a net-revenue incentive table through2025. Maximum$10million net revenue corresponds to12.5million incentive shares and$250,000 salary. Eligibility language is distinct from proven payment, final entitlement or a general cash valuation of shares.supportsRecorded acquisition shares and claimed incentive shares are different obligations. Restricted transfer balances and salary changes do not alone settle incentive eligibility, valuation or unrestricted-transfer rights.
Specifically named source propositions support the bounded distinction or question.
The attached employment offer is addressed to NeillWhiteley, as engineering director/CTO reporting to LarsonJayIsely, datedMarch30with an acceptance deadlineMarch29. It states an initial3year term, then renewal/replacement or Texasat-will status. Page87 contains Isely’s signature but a blank employee acceptance line. This exhibit is not a separately supplied signed Tucker employment agreement.supportsThe claimant demand compresses conditional/version-specific clauses into immediate entitlements; the supplied four-year valuation trigger, contrary-drafter clause and signature blanks require reconciliation before accepting the demand’s uncontested-characterisation.
Specifically named source propositions support the bounded distinction or question.
WEIGH
Explained weighting
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.