Each card carries the governed distillate name from the database. Open the quoted anchor before relying on the interpretation.
observationobservation
$922,500 IP balance + $650,000 consulting balance = $1,572,500, plus separately specified costs and sanctions.
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WHEREAS, the Parties to this Agreement have been told by Cyberlux for more than six
(6) months that Cyberlux anticipates a significant cash inflow connected with the sales of certain
drone products.
NOW, THEREFORE, 111 consideration of the promises, and other good and valuable
consideration, the sufficiency of which is acknowledged by the Parties, and intending to be legally
bound, the Parties to this Agreement agree as follows:
AGREEME 'T
Recitals. The recitals set forth above are incorporated herein. l:
2. Settlement Consideration and Consent to Final Judgment. To avoid the
substantial cost and uncertainty in prosecuting the Litigation, Defendants agree to the join and
simultaneously endorse for immediate entry a consent order awarding a FINAL JUDGEMENT to
Plaintiffs in the form attached to this Agreement as Exhibit A (the "Consent Judgment"), which
will jointly and severally bind Defendants for payment of the following liquidated sums in
resolution of ce1tain discreet claims at issue in the Litigation, as well as resolving and terminating
any potential dispute that Strikcpoint may have against Defendants arising out of the Strikepoint
Consulting Agreement:
IP Agreement: ONE MILLION TWO HUNDRED THOUSAND
DOLLARS ($1,200,000) minus payments made of TWO HUNDRED SEVENTY
SEVEN THOUSAND FIVE HUNDRED DOLLARS ($277,500) for a total due of
NfNE HUNDRED TWENTY-TWO THOUSAND FTVE HUNDRED DOLLARS
($922,500), as the balance due and owing for installment payments under the IP
Agreement between the parties, as that term is defined in the Complaint initiating
the Litigation; and
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observationobservation
Execution dated 15 June 2023; later exhibit filing 17 July 2024; attached judgment entry date blank.
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EXHIBIT A
observationobservation
First payment: $150,000 with 45-day outer limit; monthly schedules $21,459 and $18,055.56; repeated acceleration up to $5,000 per drone with
First payment: $150,000 with 45-day outer limit; monthly schedules $21,459 and $18,055.56; repeated acceleration up to $5,000 per drone with a 21-day receipt trigger.
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sole discretion, to re-file a new complaint related lo the breach by Defendants to
create "Negotiable Shares". as that breach is alleged and defined in the Complaint,
without Defendants asserting a defense of res judicata or collateral cstoppel.
Plaintiffs recognize that matters can be delayed at no fault of a party and to that end
shall consider an extension of the aforementioned deadline (December 31, 2023)
upon the showing of credible evidence to do so, for an extension period to be
decided at the reasonable discretion of Plaintiffs.
3. Compliance with Court Orders dated December 13, 2022 & April 7, 2023.
Within twenry-one (21) days of execution of this Agreement, Defendants shall pay the sanctions
of $3,895.00 and $6,842.50, as provided by the Court's Orders in the Litigation.
4. How the Settlement Consideration Shall be Paid. The Settlement Consideration
shall be paid by Defendant to Plaintiff as follows:
First Settlement Payment: Within thi1ty (30) days after the
simultaneous execution of this Agreement, and entry of the Consent Judgment, and
the receipt by Cyberlux of its first installment payment for the anticipated sale of
drones or other revenue whichever occurs last, but in no event more than forty-five
(45) days from the execution of this Agreement, Defendants shall transmit to
Plaintiff\ by wire transmission. the non-defeasible sum of One Hundred Fifty
Thousand Dollars ($150,000) (the ''First Scttlcrncnt Payment"). The delivery of the
First Settlement Payrncnt shall require the actual receipt of the Settlernent Payment
by Plaintiffs as set forth herein. Time being of the essence.
Monthly Installments Thereafter to Plaintiffs: Defendants shall
transmit to Plaintiffs, by wire transmission.thirty-Six (36) non-defeasible rnonthly
payments of TWENTY-ONE THOUSAND FOUR HUNDRED AND FTFTY
NlNE DOLLARS ($21,459.00) payable on the first day of each month, beginning
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quotationattribution
Defendants acknowledge the stated unpaid IP and consulting balances in the signed settlement and agree to joint-and-several consent judgment
Defendants acknowledge the stated unpaid IP and consulting balances in the signed settlement and agree to joint-and-several consent judgment.
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WHEREAS, the Parties to this Agreement have been told by Cyberlux for more than six
(6) months that Cyberlux anticipates a significant cash inflow connected with the sales of certain
drone products.
NOW, THEREFORE, 111 consideration of the promises, and other good and valuable
consideration, the sufficiency of which is acknowledged by the Parties, and intending to be legally
bound, the Parties to this Agreement agree as follows:
AGREEME 'T
Recitals. The recitals set forth above are incorporated herein. l:
2. Settlement Consideration and Consent to Final Judgment. To avoid the
substantial cost and uncertainty in prosecuting the Litigation, Defendants agree to the join and
simultaneously endorse for immediate entry a consent order awarding a FINAL JUDGEMENT to
Plaintiffs in the form attached to this Agreement as Exhibit A (the "Consent Judgment"), which
will jointly and severally bind Defendants for payment of the following liquidated sums in
resolution of ce1tain discreet claims at issue in the Litigation, as well as resolving and terminating
any potential dispute that Strikcpoint may have against Defendants arising out of the Strikepoint
Consulting Agreement:
IP Agreement: ONE MILLION TWO HUNDRED THOUSAND
DOLLARS ($1,200,000) minus payments made of TWO HUNDRED SEVENTY
SEVEN THOUSAND FIVE HUNDRED DOLLARS ($277,500) for a total due of
NfNE HUNDRED TWENTY-TWO THOUSAND FTVE HUNDRED DOLLARS
($922,500), as the balance due and owing for installment payments under the IP
Agreement between the parties, as that term is defined in the Complaint initiating
the Litigation; and
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claimallegation
The sixteen-page file contains an Exhibit A cover, the fifteen-page settlement print and attached judgment form, filed as SDCA 3:24-cv-00482
The sixteen-page file contains an Exhibit A cover, the fifteen-page settlement print and attached judgment form, filed as SDCA 3:24-cv-00482-RBM-VET ECF 24-1 on 17 July 2024. The agreement is dated 15 June 2023. Its party signatures are present; the attached judicial signature and entry date are blank. Filing the exhibit is not entry of the form judgment.
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EXHIBIT A
claimallegation
Section 7 grants Plaintiffs a security and lien interest in Defendants’ assets, including IP, subsidiaries, contract rights, receivables and
Section 7 grants Plaintiffs a security and lien interest in Defendants’ assets, including IP, subsidiaries, contract rights, receivables and drone sales, with discretionary UCC/lien memorialisation. This text alone does not establish perfection, priority, ownership of Government property or an actual UCC filing.
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ownership of stock in Cyberlux Corporation, Plaintiffs prosecution of the Litigation, or the
negotiation and entry into this Agreement. Upon receipt of the First Settlement Payment, Plaintiff
Secure Community, LLC. Plaintiff Atlantic Wave Holdings. LLC, and Strikcpoint Consulting,
LLC, release any and al I known or unknown causes or action. claims, counterclaims, or demands,
present or future, asserted or unasserrcd, against Defendants or any of Defendant Cyberlux's
members, officers, agents. counsel, employees, and affiliates arising or accruing from the
beginning of time and up to and including the date of this Agreement, including all claims based
upon or in any way relating to the IP Agreement, the Strikepoint Consulting Agreement, Plaintiffs'
prosecution of the Litigation, or the negotiation and entry into this Agreement.
7. Security Interest and Lien Interest. Defendants agree and grant to Plaintiff a full
security interest and lien interest in all or Defendants' assets, including but not limited to TP,
subsidiaries, contractual rights, accounts receivable, drone sales, etc., which may, in Plaintiffs sole
discretion. be memorialized through the filing ol" UCC-1 forms and Liens.
Updates and Continued Cooperation: Defendants, upon demand of Plaintiffs,
shall keep Plaintiffs fully updated as to any and all progress on contract negotiations and provide
documentation about payments received for the sale of drones, including providing copies of
relevant documents requested by Plaintiffs, subject to the confidentiality provisions set forth in
Paragraph 12 below, and to the extent such documents or information are not classified or
restricted. Defendant Cyberlux shall also in good faith provide any assistance that it can reasonably
provide and required by Plaintiffs in their effort Lo bring their CYBL stock shares into compliance
so that the shares will be accepted by a reputable brokerage firm in order to permit the trading of
such shares on the OTC Market.
9. Compliance: Defendants represent to Plaintiff Secure Community, LLC that
Defendants have used reasonable efforts to comply with all State, Federal and OTC Markets rules
and regulations (subject to the fact that Cyberlux shares are currently subject to the "Caveat
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claimallegation
On Plaintiffs’ demand, Defendants must provide progress and payment information and relevant requested documents, subject to confidentiality
On Plaintiffs’ demand, Defendants must provide progress and payment information and relevant requested documents, subject to confidentiality and classified/restricted-information limits. Section 21 makes information due in ten calendar days, with a three-calendar-day cure provision. It also treats first-of-month nonreceipt as late. Actual demands, restrictions, responses and cure chronology must be examined to assess any breach.
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ownership of stock in Cyberlux Corporation, Plaintiffs prosecution of the Litigation, or the
negotiation and entry into this Agreement. Upon receipt of the First Settlement Payment, Plaintiff
Secure Community, LLC. Plaintiff Atlantic Wave Holdings. LLC, and Strikcpoint Consulting,
LLC, release any and al I known or unknown causes or action. claims, counterclaims, or demands,
present or future, asserted or unasserrcd, against Defendants or any of Defendant Cyberlux's
members, officers, agents. counsel, employees, and affiliates arising or accruing from the
beginning of time and up to and including the date of this Agreement, including all claims based
upon or in any way relating to the IP Agreement, the Strikepoint Consulting Agreement, Plaintiffs'
prosecution of the Litigation, or the negotiation and entry into this Agreement.
7. Security Interest and Lien Interest. Defendants agree and grant to Plaintiff a full
security interest and lien interest in all or Defendants' assets, including but not limited to TP,
subsidiaries, contractual rights, accounts receivable, drone sales, etc., which may, in Plaintiffs sole
discretion. be memorialized through the filing ol" UCC-1 forms and Liens.
Updates and Continued Cooperation: Defendants, upon demand of Plaintiffs,
shall keep Plaintiffs fully updated as to any and all progress on contract negotiations and provide
documentation about payments received for the sale of drones, including providing copies of
relevant documents requested by Plaintiffs, subject to the confidentiality provisions set forth in
Paragraph 12 below, and to the extent such documents or information are not classified or
restricted. Defendant Cyberlux shall also in good faith provide any assistance that it can reasonably
provide and required by Plaintiffs in their effort Lo bring their CYBL stock shares into compliance
so that the shares will be accepted by a reputable brokerage firm in order to permit the trading of
such shares on the OTC Market.
9. Compliance: Defendants represent to Plaintiff Secure Community, LLC that
Defendants have used reasonable efforts to comply with all State, Federal and OTC Markets rules
and regulations (subject to the fact that Cyberlux shares are currently subject to the "Caveat
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claimallegation
Defendants represent reasonable regulatory-compliance efforts and materially accurate, good-faith OTC-standard financial statements relied u
Defendants represent reasonable regulatory-compliance efforts and materially accurate, good-faith OTC-standard financial statements relied upon, and undertake reasonable efforts to remove Caveat Emptor and help Plaintiffs make shares tradable. Stockholder rights are preserved. These representations are not an audit or a guarantee that a regulator or broker has acted.
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ownership of stock in Cyberlux Corporation, Plaintiffs prosecution of the Litigation, or the
negotiation and entry into this Agreement. Upon receipt of the First Settlement Payment, Plaintiff
Secure Community, LLC. Plaintiff Atlantic Wave Holdings. LLC, and Strikcpoint Consulting,
LLC, release any and al I known or unknown causes or action. claims, counterclaims, or demands,
present or future, asserted or unasserrcd, against Defendants or any of Defendant Cyberlux's
members, officers, agents. counsel, employees, and affiliates arising or accruing from the
beginning of time and up to and including the date of this Agreement, including all claims based
upon or in any way relating to the IP Agreement, the Strikepoint Consulting Agreement, Plaintiffs'
prosecution of the Litigation, or the negotiation and entry into this Agreement.
7. Security Interest and Lien Interest. Defendants agree and grant to Plaintiff a full
security interest and lien interest in all or Defendants' assets, including but not limited to TP,
subsidiaries, contractual rights, accounts receivable, drone sales, etc., which may, in Plaintiffs sole
discretion. be memorialized through the filing ol" UCC-1 forms and Liens.
Updates and Continued Cooperation: Defendants, upon demand of Plaintiffs,
shall keep Plaintiffs fully updated as to any and all progress on contract negotiations and provide
documentation about payments received for the sale of drones, including providing copies of
relevant documents requested by Plaintiffs, subject to the confidentiality provisions set forth in
Paragraph 12 below, and to the extent such documents or information are not classified or
restricted. Defendant Cyberlux shall also in good faith provide any assistance that it can reasonably
provide and required by Plaintiffs in their effort Lo bring their CYBL stock shares into compliance
so that the shares will be accepted by a reputable brokerage firm in order to permit the trading of
such shares on the OTC Market.
9. Compliance: Defendants represent to Plaintiff Secure Community, LLC that
Defendants have used reasonable efforts to comply with all State, Federal and OTC Markets rules
and regulations (subject to the fact that Cyberlux shares are currently subject to the "Caveat
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claimallegation
Section 13 states confidentiality of settlement and discovery material, a written-notice and 14-day cure route for material disclosure, and
Section 13 states confidentiality of settlement and discovery material, a written-notice and 14-day cure route for material disclosure, and specified enforcement/defence uses with reasonable privacy efforts. Section 14 separately restricts disparagement only through 31 December 2023, also with a 14-day notice/cure route. The clauses have different scope and duration; they are not a timeless ban on every communication.
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Emptor" restriction) and will continue to use any and all reasonable efforts to maintain compliance
at all times.
Financial Statements: Defendants hereby represent that any Financial Statements
published or produced hereunder or publicly filed which Plaintiff has relied upon in entering into
this Agreement, have been prcpan.:d in good faith and in accordance with OTC standards and are
materially true and accurate.
11. OTC Markets: Defendants hereby represent that Defendants are using any and all
reasonable efforts to resolve all issues with OTC Markets that is causing the OTC Markets to issue
its caveat emptor restriction and will continue to use any and all reasonable efforts to have the
Caveat Emptor restriction currently imposed by OTC Markets removed so that the stock will be
returned to "Pink Current" as soon as reasonably possible.
12. Stockholders' Rights: The parties agree that this agreement shall not affect
Plaintiffs rights as stockholders in any manner going forward.
.Ll..: Confidentiality of Settlement Terms and Discovery lnfonnation. The terms and
circumstances of this Agreement, and all documents and information disclosed in the Litigation,
are completely confidential between the Parties and shall not be disclosed to anybody else. Any
disclosure or violation shall be deemed a breach of this Agreement. If a Party discloses confidential
information in material violation of this paragraph, then, following written notice to such Party
summarizing such violation and such Party's failure to cure such material violation within fourteen
( 14) days of receiving such notice, then such Party may be deemed to have breached this
Agreement. If a breach is Lo occur. notwithstanding the foregoing. Plaintiff.<; shall be entitled to
use any information received in the Litigation if necessary to collect sums owing under this
Agreement and/or to defend against any claims of breach, and Defendants shall be entitled to use
such information to defend against any claims of breach. though reasonable efforts will be made
to keep such information private.
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claimallegation
The remaining terms address voluntary execution and advice of counsel, entire agreement and written amendment, severability, successors, cou
The remaining terms address voluntary execution and advice of counsel, entire agreement and written amendment, severability, successors, counterparts/electronic signatures, remedies, Virginia law and exclusive Richmond state or federal venue, actual authority and joint drafting. The supplied file does not establish a later amendment, waiver or ruling on a disputed term.
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Non-Disparagement. The Parties to this Agreement further agree that, in order to
facilitate the transactions and obligations set forth herein, during the period from the date of this
Agreement through December 31, 2023, no Party shal I communicate, publish, or caused to be
published any comments. statements, or information that could reasonably be expected to adversely
affect the business interests or reputation of any other Party. If it is alleged a party materially
disparaged the other party in violation of this paragraph, then, following written notice to such
Party summarizing such violation and such Pany's failure 10 cure such material violation within
fourteen (14) days of receiving such notice, then such Party may be deemed to have breached this
Agreement.
Advice of Counsel: The Parties to this Agreement represent and warrant that they
have chosen to execute this Agreement of their own volition and free will after fully reviewing the
Agreement and having the opportunity to seek the advice of counsel. Accordingly, the rule of
contract interpretation to the effect that any ambiguities arc to be resolved against the drafting party
will not be employed in any interpretation of this /\grccmcnt.
1§_,_ Entire Agreement. This /\grcemcnt constitutes the entire agreement between the
Parties pertaining to the matters with which it deals, and it supersedes all prior agreements
pertaining to those matters. This Agreement may only be modified by written consent of the
parties.
JL Severabilitv of Provisions. If any clause or provision, or any pa11 of any clause or
provision, of this Agreement is found by the court to be illegal, invalid, or unenforceable under
present or future laws, then the remainder of this Agreement shall not be affected thereby, and it
shall be construed as if the unenforceable clause or provision, or the offending part of any clause
or provision, were deleted.
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claimallegation
The agreement signature page shows Charles Watts Jr. as special counsel for Cyberlux and Schmidt, Schmidt individually and as president, Wil
The agreement signature page shows Charles Watts Jr. as special counsel for Cyberlux and Schmidt, Schmidt individually and as president, William Welter for AWH/Secure Community, Cheri Nolan for Strikepoint and Welter separately for Strikepoint, all with 15 June 2023 dates. The attached form’s endorsement page bears Schmidt and Watts signatures; the Plaintiffs’ counsel signature line is blank. Signatures are described as visible marks and labelled capacities, not independently authenticated handwriting.
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IN WITNESS WHEREOF, and intending to be legally bound, the Parties hereto set their hands and seals.
Charles Watts, Jr., in his capacity as Special Counsel for Cyberlux Corporation and Mark D. Schmidt
Date: 06/15/2023
Mark D. Schmidt, individually and on behalf of Cyberlux Corporation, as its President
Date: 06/15/2023
William Welter, as a Managing Director of Atlantic Wave Holdings, LLC and Secure Community, LLC
Date: June 15, 2023
STRIKEPOINT CONSULTING, LLC
Cheri Nolan, CEO and President of Strikepoint Consulting, LLC
Date: 6/15/2023
William Welter, Managing Director of Strikepoint Consulting, LLC
Date: June 15, 2023
12
claimallegation
The attached form would award $1,572,500, costs, the two sanctions, and 12% post-judgment interest from entry, recognise security interests
The attached form would award $1,572,500, costs, the two sanctions, and 12% post-judgment interest from entry, recognise security interests and dismiss without prejudice. Its case-number, entry-date and judge-signature fields are blank; the printed judge name is Jacqueline S. McClenney. It is not itself the later entered judgment.
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r
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VIRGINJA:
TN THE CIRCUIT COURT OF THE CITY OF RICHMOND
_______________ )
ATLANTIC WAVE HOLDINGS, LLC )
AND SECURE COMMUNITY, LLC )
)
Plaintiffs, )
)
v. )
)
CYBERLUX CORPORATION and )
MARK D. SCHMIDT, individually )
)
Defendants. )
--------------)
Case o
ORDER OF FINAL JUDGEMENT
BEFORE Tl IE COURT is a Motion for Entry of Partial Summary Judgment by Plaintiffs
ATLANTIC WAVE HOLDfNGS. LI .C AND SECURE C'OMMUNITY, LLC, and agreed to by
Defendants CYBERLUX CORPORATION and MARK D. SCIIMIDT, individually, and as the
authorized representative for CYBERLUX CORPORATION, and
IT APPEARING to the Court that the parties hereto have reached a settlement agreement
that resolves the current need for continuing litigation.
UPON CONSTDERATION of the pleadings, the evidence, argument of counsel, the
consent of the parties, and for good cause shown, it is hereby ORDERED, ADJUDGED, and
DECREED that judgement is GR/\NTI~D in favor of Plaintiffs/\ TL/\NTIC WA VE HOLDINGS,
LLC and SECURE COMMUNITY, I I.C. and against Defendants CYB ER LUX CORPORA TJON
and MARK D. SCIIMJDT.jointly and severally. as follows:
a. The Court awards Plaintiffs the sum of ONE MILLION FIVE HU DRED
SEVENTY TWO THOUSAND ANO FIVE HUNDRED DOLLARS ($1,572,500) in
compensatory damages, jointly and severally, against Defendants CYB ER LUX CORPORATION
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claimallegation
The first acceleration paragraph has visible orange highlighting of unknown authorship. The document also contains internal-reference defect
The first acceleration paragraph has visible orange highlighting of unknown authorship. The document also contains internal-reference defects: the information clause points to confidentiality paragraph 12, while the confidentiality heading is 13. Source wording and annotation provenance remain visible; neither is silently repaired into a different contract.
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in July 2023. Monthly payments shall continue on the first of each month, time
being of the essence, until the t0tal Settlement Consideration due to Plaintiffs is
paid. Defendants agree to accelerate and pay the full outstanding balance of all
sums owed under the Consent Judgment up to a total of FIVE THOUSAND
DOLLARS ($5,000) per drone sold within twenty-one (21) days of Defendants, or
any parent's, subsidiary's, affiliate's, or assign's first receipt of payment for any
contract to purchase drone aircraft.
Monthlv Installments Thereafter to Strikepoint: Defendants
shall transmit to Strikcpoint, by wire transmission.thirty-Six non-defeasible
monthly payments of EIGIITEEN THOUSAND FTFTY-FIVE DOLLARS /\ND
FIFTY-SIX CF.NTS ($18.055.56) payable on the first day of each month, beginning
in July of 2023. Monthly payments shall continue on the first of each month, time
being of the essence, until the total Settlement Consideration due to Strikepoint is
paid. Defendants agree to accelerate and pay the full outstanding balance of all
sums owed under the Consent Judgment up to a total of FIVE THOUSAND
DOLLARS ($5,000) per drone sold within twenty-one (21) days of Defendants, or
any parent's, subsidiary's, affiliate's, or assign's first receipt of payment for any
contract to purchase drone aircraft.
Costs, including I ,cgaI Fees: In addition to the sums above,
Defendants agree to pay all Plaintiffs' costs, including but not limited to, allorney's
fees and expert witness fees, accrued in and with this Litigation within 60 (sixty)
days of the full execution of this Agreement or upon terms agreed to by the parties.
Subject to the following CJ\P. Plaintiffs agree to CAP costs and attorney's fees, for
cost and attorney's fees relevant the matters dealt with in this settlement agreement,
at 12% of the value of the total settlement or ONE HUNDRED EIGHTY-EIGHT
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claimallegation
The agreement names AWH and Secure Community as Plaintiffs, Cyberlux and Mark Schmidt as Defendants, and Strikepoint as a separate party wit
The agreement names AWH and Secure Community as Plaintiffs, Cyberlux and Mark Schmidt as Defendants, and Strikepoint as a separate party with some common interest holders. It recites arrears under the 8 October 2021 IP agreement and 24 September 2021 consulting agreement, and Richmond litigation CL22-3882. The recital says Cyberlux had forecast significant drone cash inflow for over six months; forecast is not receipt.
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SETTLEMENT AGREEMENT
This Settlement Agreement (the "Agreement") is made as of this I Sthth day of June 2023,
by and between ATLANTIC WAVE HOLDINGS, LLC, SECURE COMMUNITY, LLC
(collectively, "Plaintiffs"), CYBERLUX CORPORATION AND MARK D. SCHMIDT
(collectively, "Defendants"), and STRIKEPOlNT CONSULTING, LLC ("Strikepoint") a
separate party with some common interest holders to the Plaintiffs. Plaintiffs, Defendants, and
Strikepoint shall collectively be referred to as the "Parties to this Agreement" and Plaintiffs and
Defendants shall collectively be referred to as "Parties to the Litigation."
RECITALS
WHEREAS, Plaintiffs and Defendants entered into an agreement on October 8, 2021,
which compensated Plaintiffs for the reacquisition by Defendant Cyberlux of certain intellectual
property in exchange for certain installment payments of fixed liquidated sums by Defendants to
Plaintiffs and "Freely Trading" stock, which had fallen into arrears ("the TP Agreement");
WHEREAS, on September 24, 202 l. an agreement was executed between an entity
described as "Strikepoints Consulting. LLC" and Defendant Cybcrlux Corporation for certain
consulting services (the "Strikepoint Consulting Agreement"), which called for, inter a/ia,
installment payments affixed liquidated sums owed by Defendants to Plaintiff, which also fell into
arrears;
WHEREAS, Plaintiffs filed its Complaint for breach of said agreements in the Circuit Court
of the City of Richmond, Virginia (the "Court"), against Defendants in the civil action titled,
Atlantic Wave Holdings. LLC and Secure Community. LLC v. Cyberlux Corporation and Mark D.
Schmidt (Case No. CL22-3882) (the "Litigation''), which remains pending;
WI IERE/\S, the Parties to this i\grecmcnt desire to resolve and settle any and all existing
disputes between the Plaimi ffs and Defendants and between Strikcpoint and Defendants to
eliminate uncertainty and facilitate final resolution of their respective relationships between the
parties; and
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claimallegation
The signatories agree to endorse a joint-and-several consent judgment. The stated IP balance is $1,200,000 less $277,500 paid, or $922,500;
The signatories agree to endorse a joint-and-several consent judgment. The stated IP balance is $1,200,000 less $277,500 paid, or $922,500; consulting balance is $650,000; total settlement consideration is $1,572,500 plus specified costs. The text’s appeal/bankruptcy non-dischargeability language is expressly limited to what law permits, not a court determination of enforceability.
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WHEREAS, the Parties to this Agreement have been told by Cyberlux for more than six
(6) months that Cyberlux anticipates a significant cash inflow connected with the sales of certain
drone products.
NOW, THEREFORE, 111 consideration of the promises, and other good and valuable
consideration, the sufficiency of which is acknowledged by the Parties, and intending to be legally
bound, the Parties to this Agreement agree as follows:
AGREEME 'T
Recitals. The recitals set forth above are incorporated herein. l:
2. Settlement Consideration and Consent to Final Judgment. To avoid the
substantial cost and uncertainty in prosecuting the Litigation, Defendants agree to the join and
simultaneously endorse for immediate entry a consent order awarding a FINAL JUDGEMENT to
Plaintiffs in the form attached to this Agreement as Exhibit A (the "Consent Judgment"), which
will jointly and severally bind Defendants for payment of the following liquidated sums in
resolution of ce1tain discreet claims at issue in the Litigation, as well as resolving and terminating
any potential dispute that Strikcpoint may have against Defendants arising out of the Strikepoint
Consulting Agreement:
IP Agreement: ONE MILLION TWO HUNDRED THOUSAND
DOLLARS ($1,200,000) minus payments made of TWO HUNDRED SEVENTY
SEVEN THOUSAND FIVE HUNDRED DOLLARS ($277,500) for a total due of
NfNE HUNDRED TWENTY-TWO THOUSAND FTVE HUNDRED DOLLARS
($922,500), as the balance due and owing for installment payments under the IP
Agreement between the parties, as that term is defined in the Complaint initiating
the Litigation; and
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claimallegation
If Pink Current status and removal of Caveat Emptor are not achieved by 31 December 2023, Plaintiffs reserve an option to refile the negotia
If Pink Current status and removal of Caveat Emptor are not achieved by 31 December 2023, Plaintiffs reserve an option to refile the negotiable-shares claim without specified preclusion defences. They agree to consider an extension on credible evidence at their reasonable discretion. The option and possible extension are not proof of the later market status or actual refiling.
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Balance of Consulting Agreement: The parties agree to terminate
and resolve any disputes arising out of the Strikepoint Consulting Agreement for
consideration of: SIX HUNDRED FIFTY THOUSAND DOLLARS ($650,000), as
the balance due and owing for installment payments under the Consulting
Agreement between the parties.
Total Value of the Consent Judgment: The total liquidated sum
that shall be due and owing to Plain ti ff.c; under the panies • Consent Judgment shall
be O E MILLION FIVE HUNDRED SEVENTY-TWO THOUSAND AND
FIVE HUNDRED DOLLARS ($J ,572,500), plus Plaintiffs' costs as defined in
4(d) (the "Set1lcmcn1 Consideration"). which is the sum of the outstanding
installment payments owing in the IP Agreement, the Strikepoint Consulting
Agreement, and Plaintiffs' costs as appropriately allocated between Plaintiffs and
Strikepoint below.
Effect of' Consent Judgment: The Consent Judgment shall be
promptly entered jointly and severally against Defendants and in favor of Plaintiffs
in exchange for payment of the full Settlement Consideration, which shall resolve
the above styled matter. The parties agree that the Consent Judgment shall not be
dischargeable, including by appeal or bankruptcy, in any manner other than by
agreement of the parties, to the fullest extent permissible under the law.
~ Stock. Notwithstanding the foregoing, the parties agree that entry of
the Consent Judgment awarding FIN/\ljudgment in favor of Plaintiffs and against
Defendants shall resolve the pending Litigation. Notwithstanding entry of a Final
Order, the parties herby agree that if the Cyberlux stock is not brought to current
"Pink Status" and the Caveat Emptor legend and restriction is not remedied and
removed on or before December 31, 2023, Plaintiffs slrnll have the option, at their
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claimallegation
Section 3 requires the $3,895 and $6,842.50 sanctions described in the December 2022 and April 2023 orders to be paid within 21 days of exec
Section 3 requires the $3,895 and $6,842.50 sanctions described in the December 2022 and April 2023 orders to be paid within 21 days of execution. Those orders and the actual payment history are not included.
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sole discretion, to re-file a new complaint related lo the breach by Defendants to
create "Negotiable Shares". as that breach is alleged and defined in the Complaint,
without Defendants asserting a defense of res judicata or collateral cstoppel.
Plaintiffs recognize that matters can be delayed at no fault of a party and to that end
shall consider an extension of the aforementioned deadline (December 31, 2023)
upon the showing of credible evidence to do so, for an extension period to be
decided at the reasonable discretion of Plaintiffs.
3. Compliance with Court Orders dated December 13, 2022 & April 7, 2023.
Within twenry-one (21) days of execution of this Agreement, Defendants shall pay the sanctions
of $3,895.00 and $6,842.50, as provided by the Court's Orders in the Litigation.
4. How the Settlement Consideration Shall be Paid. The Settlement Consideration
shall be paid by Defendant to Plaintiff as follows:
First Settlement Payment: Within thi1ty (30) days after the
simultaneous execution of this Agreement, and entry of the Consent Judgment, and
the receipt by Cyberlux of its first installment payment for the anticipated sale of
drones or other revenue whichever occurs last, but in no event more than forty-five
(45) days from the execution of this Agreement, Defendants shall transmit to
Plaintiff\ by wire transmission. the non-defeasible sum of One Hundred Fifty
Thousand Dollars ($150,000) (the ''First Scttlcrncnt Payment"). The delivery of the
First Settlement Payrncnt shall require the actual receipt of the Settlernent Payment
by Plaintiffs as set forth herein. Time being of the essence.
Monthly Installments Thereafter to Plaintiffs: Defendants shall
transmit to Plaintiffs, by wire transmission.thirty-Six (36) non-defeasible rnonthly
payments of TWENTY-ONE THOUSAND FOUR HUNDRED AND FTFTY
NlNE DOLLARS ($21,459.00) payable on the first day of each month, beginning
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claimallegation
The first $150,000 must actually be received by wire within the specified 30-day sequence tied to execution, judgment entry and the first dr
The first $150,000 must actually be received by wire within the specified 30-day sequence tied to execution, judgment entry and the first drone or other revenue receipt, whichever occurs last, but no later than 45 days from execution. The outer limit is explicit; the clause is not an indefinite wait for drone cash.
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sole discretion, to re-file a new complaint related lo the breach by Defendants to
create "Negotiable Shares". as that breach is alleged and defined in the Complaint,
without Defendants asserting a defense of res judicata or collateral cstoppel.
Plaintiffs recognize that matters can be delayed at no fault of a party and to that end
shall consider an extension of the aforementioned deadline (December 31, 2023)
upon the showing of credible evidence to do so, for an extension period to be
decided at the reasonable discretion of Plaintiffs.
3. Compliance with Court Orders dated December 13, 2022 & April 7, 2023.
Within twenry-one (21) days of execution of this Agreement, Defendants shall pay the sanctions
of $3,895.00 and $6,842.50, as provided by the Court's Orders in the Litigation.
4. How the Settlement Consideration Shall be Paid. The Settlement Consideration
shall be paid by Defendant to Plaintiff as follows:
First Settlement Payment: Within thi1ty (30) days after the
simultaneous execution of this Agreement, and entry of the Consent Judgment, and
the receipt by Cyberlux of its first installment payment for the anticipated sale of
drones or other revenue whichever occurs last, but in no event more than forty-five
(45) days from the execution of this Agreement, Defendants shall transmit to
Plaintiff\ by wire transmission. the non-defeasible sum of One Hundred Fifty
Thousand Dollars ($150,000) (the ''First Scttlcrncnt Payment"). The delivery of the
First Settlement Payrncnt shall require the actual receipt of the Settlernent Payment
by Plaintiffs as set forth herein. Time being of the essence.
Monthly Installments Thereafter to Plaintiffs: Defendants shall
transmit to Plaintiffs, by wire transmission.thirty-Six (36) non-defeasible rnonthly
payments of TWENTY-ONE THOUSAND FOUR HUNDRED AND FTFTY
NlNE DOLLARS ($21,459.00) payable on the first day of each month, beginning
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claimallegation
Plaintiffs are allocated 36 monthly wires of $21,459 and Strikepoint 36 monthly wires of $18,055.56, beginning July 2023 on each month’s fir
Plaintiffs are allocated 36 monthly wires of $21,459 and Strikepoint 36 monthly wires of $18,055.56, beginning July 2023 on each month’s first day and continuing until the respective consideration is paid. Each schedule repeats acceleration of outstanding judgment sums up to $5,000 per drone sold within 21 days of the first contract-payment receipt by Defendants or a parent, subsidiary, affiliate or assign. Performance and interpretation of that trigger require transaction evidence; the two repeated clauses are not silently combined into $10,000 per drone.
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sole discretion, to re-file a new complaint related lo the breach by Defendants to
create "Negotiable Shares". as that breach is alleged and defined in the Complaint,
without Defendants asserting a defense of res judicata or collateral cstoppel.
Plaintiffs recognize that matters can be delayed at no fault of a party and to that end
shall consider an extension of the aforementioned deadline (December 31, 2023)
upon the showing of credible evidence to do so, for an extension period to be
decided at the reasonable discretion of Plaintiffs.
3. Compliance with Court Orders dated December 13, 2022 & April 7, 2023.
Within twenry-one (21) days of execution of this Agreement, Defendants shall pay the sanctions
of $3,895.00 and $6,842.50, as provided by the Court's Orders in the Litigation.
4. How the Settlement Consideration Shall be Paid. The Settlement Consideration
shall be paid by Defendant to Plaintiff as follows:
First Settlement Payment: Within thi1ty (30) days after the
simultaneous execution of this Agreement, and entry of the Consent Judgment, and
the receipt by Cyberlux of its first installment payment for the anticipated sale of
drones or other revenue whichever occurs last, but in no event more than forty-five
(45) days from the execution of this Agreement, Defendants shall transmit to
Plaintiff\ by wire transmission. the non-defeasible sum of One Hundred Fifty
Thousand Dollars ($150,000) (the ''First Scttlcrncnt Payment"). The delivery of the
First Settlement Payrncnt shall require the actual receipt of the Settlernent Payment
by Plaintiffs as set forth herein. Time being of the essence.
Monthly Installments Thereafter to Plaintiffs: Defendants shall
transmit to Plaintiffs, by wire transmission.thirty-Six (36) non-defeasible rnonthly
payments of TWENTY-ONE THOUSAND FOUR HUNDRED AND FTFTY
NlNE DOLLARS ($21,459.00) payable on the first day of each month, beginning
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claimallegation
Litigation costs including fees are payable within 60 days of full execution or agreed terms, capped for the settled matters at 12% / $188,7
Litigation costs including fees are payable within 60 days of full execution or agreed terms, capped for the settled matters at 12% / $188,700, with the stated amount added to the consulting balance and paid to Strikepoint. The cap expressly does not limit fees or costs resulting from later breach. A cap is not a proved fee invoice or amount already paid.
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in July 2023. Monthly payments shall continue on the first of each month, time
being of the essence, until the t0tal Settlement Consideration due to Plaintiffs is
paid. Defendants agree to accelerate and pay the full outstanding balance of all
sums owed under the Consent Judgment up to a total of FIVE THOUSAND
DOLLARS ($5,000) per drone sold within twenty-one (21) days of Defendants, or
any parent's, subsidiary's, affiliate's, or assign's first receipt of payment for any
contract to purchase drone aircraft.
Monthlv Installments Thereafter to Strikepoint: Defendants
shall transmit to Strikcpoint, by wire transmission.thirty-Six non-defeasible
monthly payments of EIGIITEEN THOUSAND FTFTY-FIVE DOLLARS /\ND
FIFTY-SIX CF.NTS ($18.055.56) payable on the first day of each month, beginning
in July of 2023. Monthly payments shall continue on the first of each month, time
being of the essence, until the total Settlement Consideration due to Strikepoint is
paid. Defendants agree to accelerate and pay the full outstanding balance of all
sums owed under the Consent Judgment up to a total of FIVE THOUSAND
DOLLARS ($5,000) per drone sold within twenty-one (21) days of Defendants, or
any parent's, subsidiary's, affiliate's, or assign's first receipt of payment for any
contract to purchase drone aircraft.
Costs, including I ,cgaI Fees: In addition to the sums above,
Defendants agree to pay all Plaintiffs' costs, including but not limited to, allorney's
fees and expert witness fees, accrued in and with this Litigation within 60 (sixty)
days of the full execution of this Agreement or upon terms agreed to by the parties.
Subject to the following CJ\P. Plaintiffs agree to CAP costs and attorney's fees, for
cost and attorney's fees relevant the matters dealt with in this settlement agreement,
at 12% of the value of the total settlement or ONE HUNDRED EIGHTY-EIGHT
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claimallegation
Defendants’ release takes effect upon endorsement, subject to express obligations and enforcement exceptions; the Plaintiffs’ and Strikepoin
Defendants’ release takes effect upon endorsement, subject to express obligations and enforcement exceptions; the Plaintiffs’ and Strikepoint’s release is triggered by receipt of the first settlement payment. Satisfaction of judgment follows all sums, and a notice is due within ten business days of complete consideration and all terms. The document does not establish that those receipt/satisfaction conditions occurred.
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THOUSAND SEVEN HUNDRED DOLLARS ($188,700). The CAP does not
apply to restrict or limit Plaintiffs ability to pursue costs and attorney's fees should
Defendants breach this Agreement. This obligation shall be added to the total
balance due specified in section 2(b) above and paid to Strikepoint.
Manner of Pavment: All payments shall be wired to Plaintiffs and
to Strikepoint. Information and lnstructions for completing the wire transfer shall
be provided to Defendants' Counsel upon execution of this agreement. Plaintiff
may change its payment instructions from time to time by providing written notice.
Effect of Full Pavmcnt: Upon payment of all sums due and owing
herein, the Judgment entered herein shall be marked "Satisfied."
g_, No Other Bencficiarv: The payment of funds herein shall not
operate to release any other party. other than the Parties to this Agreement. as set
fo11h below. Nor shall the dismissal of any claim herein inure to the benefit of any
party who is not a Party to this Agreement.
Notice of Satisfaction. Within ten ( 10) business days of Plaintiff receiving the
complete Settlement Consideration and saris factions of all terms herein, Plaintiff shall file a Notice
of Satisfaction, pursuant to Va. Code Ann. § 16.1-94.01.
6. Mutual Release of All Claims. Immediately upon endorsement of this Agreement,
except for the obligations expressly set forth herein and any claims or actions for breach or
enforcement or this J\grecmcnt. Defendants Cybcrlux Corporation and Mark D. Schmidt,
individually. hereby release any and all causes of action, claims, counterclaims, or demands,
present or future, known or unknown, asserted or unasscrted, against Plaintiffs or any of Plaintiffs'
members, officers, agents. counsel, employees, and affiliates arising or accruing from the
beginning of time and up to and including the date of this Agreement, including all claims based
upon or in any way relating to the IP Agreement, the Strikcpoint Consulting Agreement, Plaintiffs'
6
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otherattribution
Defendants promise the first $150,000 wire subject to the stated trigger sequence and execution-based outer limit.
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sole discretion, to re-file a new complaint related lo the breach by Defendants to
create "Negotiable Shares". as that breach is alleged and defined in the Complaint,
without Defendants asserting a defense of res judicata or collateral cstoppel.
Plaintiffs recognize that matters can be delayed at no fault of a party and to that end
shall consider an extension of the aforementioned deadline (December 31, 2023)
upon the showing of credible evidence to do so, for an extension period to be
decided at the reasonable discretion of Plaintiffs.
3. Compliance with Court Orders dated December 13, 2022 & April 7, 2023.
Within twenry-one (21) days of execution of this Agreement, Defendants shall pay the sanctions
of $3,895.00 and $6,842.50, as provided by the Court's Orders in the Litigation.
4. How the Settlement Consideration Shall be Paid. The Settlement Consideration
shall be paid by Defendant to Plaintiff as follows:
First Settlement Payment: Within thi1ty (30) days after the
simultaneous execution of this Agreement, and entry of the Consent Judgment, and
the receipt by Cyberlux of its first installment payment for the anticipated sale of
drones or other revenue whichever occurs last, but in no event more than forty-five
(45) days from the execution of this Agreement, Defendants shall transmit to
Plaintiff\ by wire transmission. the non-defeasible sum of One Hundred Fifty
Thousand Dollars ($150,000) (the ''First Scttlcrncnt Payment"). The delivery of the
First Settlement Payrncnt shall require the actual receipt of the Settlernent Payment
by Plaintiffs as set forth herein. Time being of the essence.
Monthly Installments Thereafter to Plaintiffs: Defendants shall
transmit to Plaintiffs, by wire transmission.thirty-Six (36) non-defeasible rnonthly
payments of TWENTY-ONE THOUSAND FOUR HUNDRED AND FTFTY
NlNE DOLLARS ($21,459.00) payable on the first day of each month, beginning
4
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otherattribution
Defendants promise the two monthly schedules and source-stated receipt-triggered acceleration.
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sole discretion, to re-file a new complaint related lo the breach by Defendants to
create "Negotiable Shares". as that breach is alleged and defined in the Complaint,
without Defendants asserting a defense of res judicata or collateral cstoppel.
Plaintiffs recognize that matters can be delayed at no fault of a party and to that end
shall consider an extension of the aforementioned deadline (December 31, 2023)
upon the showing of credible evidence to do so, for an extension period to be
decided at the reasonable discretion of Plaintiffs.
3. Compliance with Court Orders dated December 13, 2022 & April 7, 2023.
Within twenry-one (21) days of execution of this Agreement, Defendants shall pay the sanctions
of $3,895.00 and $6,842.50, as provided by the Court's Orders in the Litigation.
4. How the Settlement Consideration Shall be Paid. The Settlement Consideration
shall be paid by Defendant to Plaintiff as follows:
First Settlement Payment: Within thi1ty (30) days after the
simultaneous execution of this Agreement, and entry of the Consent Judgment, and
the receipt by Cyberlux of its first installment payment for the anticipated sale of
drones or other revenue whichever occurs last, but in no event more than forty-five
(45) days from the execution of this Agreement, Defendants shall transmit to
Plaintiff\ by wire transmission. the non-defeasible sum of One Hundred Fifty
Thousand Dollars ($150,000) (the ''First Scttlcrncnt Payment"). The delivery of the
First Settlement Payrncnt shall require the actual receipt of the Settlernent Payment
by Plaintiffs as set forth herein. Time being of the essence.
Monthly Installments Thereafter to Plaintiffs: Defendants shall
transmit to Plaintiffs, by wire transmission.thirty-Six (36) non-defeasible rnonthly
payments of TWENTY-ONE THOUSAND FOUR HUNDRED AND FTFTY
NlNE DOLLARS ($21,459.00) payable on the first day of each month, beginning
4
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otherattribution
Defendants promise information and documents on demand within the source limits and cure structure.
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ownership of stock in Cyberlux Corporation, Plaintiffs prosecution of the Litigation, or the
negotiation and entry into this Agreement. Upon receipt of the First Settlement Payment, Plaintiff
Secure Community, LLC. Plaintiff Atlantic Wave Holdings. LLC, and Strikcpoint Consulting,
LLC, release any and al I known or unknown causes or action. claims, counterclaims, or demands,
present or future, asserted or unasserrcd, against Defendants or any of Defendant Cyberlux's
members, officers, agents. counsel, employees, and affiliates arising or accruing from the
beginning of time and up to and including the date of this Agreement, including all claims based
upon or in any way relating to the IP Agreement, the Strikepoint Consulting Agreement, Plaintiffs'
prosecution of the Litigation, or the negotiation and entry into this Agreement.
7. Security Interest and Lien Interest. Defendants agree and grant to Plaintiff a full
security interest and lien interest in all or Defendants' assets, including but not limited to TP,
subsidiaries, contractual rights, accounts receivable, drone sales, etc., which may, in Plaintiffs sole
discretion. be memorialized through the filing ol" UCC-1 forms and Liens.
Updates and Continued Cooperation: Defendants, upon demand of Plaintiffs,
shall keep Plaintiffs fully updated as to any and all progress on contract negotiations and provide
documentation about payments received for the sale of drones, including providing copies of
relevant documents requested by Plaintiffs, subject to the confidentiality provisions set forth in
Paragraph 12 below, and to the extent such documents or information are not classified or
restricted. Defendant Cyberlux shall also in good faith provide any assistance that it can reasonably
provide and required by Plaintiffs in their effort Lo bring their CYBL stock shares into compliance
so that the shares will be accepted by a reputable brokerage firm in order to permit the trading of
such shares on the OTC Market.
9. Compliance: Defendants represent to Plaintiff Secure Community, LLC that
Defendants have used reasonable efforts to comply with all State, Federal and OTC Markets rules
and regulations (subject to the fact that Cyberlux shares are currently subject to the "Caveat
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otherattribution
Plaintiffs promise a notice of satisfaction after complete consideration and all terms are satisfied.
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THOUSAND SEVEN HUNDRED DOLLARS ($188,700). The CAP does not
apply to restrict or limit Plaintiffs ability to pursue costs and attorney's fees should
Defendants breach this Agreement. This obligation shall be added to the total
balance due specified in section 2(b) above and paid to Strikepoint.
Manner of Pavment: All payments shall be wired to Plaintiffs and
to Strikepoint. Information and lnstructions for completing the wire transfer shall
be provided to Defendants' Counsel upon execution of this agreement. Plaintiff
may change its payment instructions from time to time by providing written notice.
Effect of Full Pavmcnt: Upon payment of all sums due and owing
herein, the Judgment entered herein shall be marked "Satisfied."
g_, No Other Bencficiarv: The payment of funds herein shall not
operate to release any other party. other than the Parties to this Agreement. as set
fo11h below. Nor shall the dismissal of any claim herein inure to the benefit of any
party who is not a Party to this Agreement.
Notice of Satisfaction. Within ten ( 10) business days of Plaintiff receiving the
complete Settlement Consideration and saris factions of all terms herein, Plaintiff shall file a Notice
of Satisfaction, pursuant to Va. Code Ann. § 16.1-94.01.
6. Mutual Release of All Claims. Immediately upon endorsement of this Agreement,
except for the obligations expressly set forth herein and any claims or actions for breach or
enforcement or this J\grecmcnt. Defendants Cybcrlux Corporation and Mark D. Schmidt,
individually. hereby release any and all causes of action, claims, counterclaims, or demands,
present or future, known or unknown, asserted or unasscrted, against Plaintiffs or any of Plaintiffs'
members, officers, agents. counsel, employees, and affiliates arising or accruing from the
beginning of time and up to and including the date of this Agreement, including all claims based
upon or in any way relating to the IP Agreement, the Strikcpoint Consulting Agreement, Plaintiffs'
6
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conceptobservation
Contractual obligation, trigger occurrence, cure opportunity, judicial enforcement and actual satisfaction are separate stages.
entityobservation
ATLANTIC WAVE HOLDINGS, LLC
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SETTLEMENT AGREEMENT
This Settlement Agreement (the "Agreement") is made as of this I Sthth day of June 2023,
by and between ATLANTIC WAVE HOLDINGS, LLC, SECURE COMMUNITY, LLC
(collectively, "Plaintiffs"), CYBERLUX CORPORATION AND MARK D. SCHMIDT
(collectively, "Defendants"), and STRIKEPOlNT CONSULTING, LLC ("Strikepoint") a
separate party with some common interest holders to the Plaintiffs. Plaintiffs, Defendants, and
Strikepoint shall collectively be referred to as the "Parties to this Agreement" and Plaintiffs and
Defendants shall collectively be referred to as "Parties to the Litigation."
RECITALS
WHEREAS, Plaintiffs and Defendants entered into an agreement on October 8, 2021,
which compensated Plaintiffs for the reacquisition by Defendant Cyberlux of certain intellectual
property in exchange for certain installment payments of fixed liquidated sums by Defendants to
Plaintiffs and "Freely Trading" stock, which had fallen into arrears ("the TP Agreement");
WHEREAS, on September 24, 202 l. an agreement was executed between an entity
described as "Strikepoints Consulting. LLC" and Defendant Cybcrlux Corporation for certain
consulting services (the "Strikepoint Consulting Agreement"), which called for, inter a/ia,
installment payments affixed liquidated sums owed by Defendants to Plaintiff, which also fell into
arrears;
WHEREAS, Plaintiffs filed its Complaint for breach of said agreements in the Circuit Court
of the City of Richmond, Virginia (the "Court"), against Defendants in the civil action titled,
Atlantic Wave Holdings. LLC and Secure Community. LLC v. Cyberlux Corporation and Mark D.
Schmidt (Case No. CL22-3882) (the "Litigation''), which remains pending;
WI IERE/\S, the Parties to this i\grecmcnt desire to resolve and settle any and all existing
disputes between the Plaimi ffs and Defendants and between Strikcpoint and Defendants to
eliminate uncertainty and facilitate final resolution of their respective relationships between the
parties; and
6/15/2023, 5:50 PM
entityobservation
SECURE COMMUNITY, LLC
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SETTLEMENT AGREEMENT
This Settlement Agreement (the "Agreement") is made as of this I Sthth day of June 2023,
by and between ATLANTIC WAVE HOLDINGS, LLC, SECURE COMMUNITY, LLC
(collectively, "Plaintiffs"), CYBERLUX CORPORATION AND MARK D. SCHMIDT
(collectively, "Defendants"), and STRIKEPOlNT CONSULTING, LLC ("Strikepoint") a
separate party with some common interest holders to the Plaintiffs. Plaintiffs, Defendants, and
Strikepoint shall collectively be referred to as the "Parties to this Agreement" and Plaintiffs and
Defendants shall collectively be referred to as "Parties to the Litigation."
RECITALS
WHEREAS, Plaintiffs and Defendants entered into an agreement on October 8, 2021,
which compensated Plaintiffs for the reacquisition by Defendant Cyberlux of certain intellectual
property in exchange for certain installment payments of fixed liquidated sums by Defendants to
Plaintiffs and "Freely Trading" stock, which had fallen into arrears ("the TP Agreement");
WHEREAS, on September 24, 202 l. an agreement was executed between an entity
described as "Strikepoints Consulting. LLC" and Defendant Cybcrlux Corporation for certain
consulting services (the "Strikepoint Consulting Agreement"), which called for, inter a/ia,
installment payments affixed liquidated sums owed by Defendants to Plaintiff, which also fell into
arrears;
WHEREAS, Plaintiffs filed its Complaint for breach of said agreements in the Circuit Court
of the City of Richmond, Virginia (the "Court"), against Defendants in the civil action titled,
Atlantic Wave Holdings. LLC and Secure Community. LLC v. Cyberlux Corporation and Mark D.
Schmidt (Case No. CL22-3882) (the "Litigation''), which remains pending;
WI IERE/\S, the Parties to this i\grecmcnt desire to resolve and settle any and all existing
disputes between the Plaimi ffs and Defendants and between Strikcpoint and Defendants to
eliminate uncertainty and facilitate final resolution of their respective relationships between the
parties; and
6/15/2023, 5:50 PM
entityobservation
CYBERLUX CORPORATION
Read the anchor · page 2
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SETTLEMENT AGREEMENT
This Settlement Agreement (the "Agreement") is made as of this I Sthth day of June 2023,
by and between ATLANTIC WAVE HOLDINGS, LLC, SECURE COMMUNITY, LLC
(collectively, "Plaintiffs"), CYBERLUX CORPORATION AND MARK D. SCHMIDT
(collectively, "Defendants"), and STRIKEPOlNT CONSULTING, LLC ("Strikepoint") a
separate party with some common interest holders to the Plaintiffs. Plaintiffs, Defendants, and
Strikepoint shall collectively be referred to as the "Parties to this Agreement" and Plaintiffs and
Defendants shall collectively be referred to as "Parties to the Litigation."
RECITALS
WHEREAS, Plaintiffs and Defendants entered into an agreement on October 8, 2021,
which compensated Plaintiffs for the reacquisition by Defendant Cyberlux of certain intellectual
property in exchange for certain installment payments of fixed liquidated sums by Defendants to
Plaintiffs and "Freely Trading" stock, which had fallen into arrears ("the TP Agreement");
WHEREAS, on September 24, 202 l. an agreement was executed between an entity
described as "Strikepoints Consulting. LLC" and Defendant Cybcrlux Corporation for certain
consulting services (the "Strikepoint Consulting Agreement"), which called for, inter a/ia,
installment payments affixed liquidated sums owed by Defendants to Plaintiff, which also fell into
arrears;
WHEREAS, Plaintiffs filed its Complaint for breach of said agreements in the Circuit Court
of the City of Richmond, Virginia (the "Court"), against Defendants in the civil action titled,
Atlantic Wave Holdings. LLC and Secure Community. LLC v. Cyberlux Corporation and Mark D.
Schmidt (Case No. CL22-3882) (the "Litigation''), which remains pending;
WI IERE/\S, the Parties to this i\grecmcnt desire to resolve and settle any and all existing
disputes between the Plaimi ffs and Defendants and between Strikcpoint and Defendants to
eliminate uncertainty and facilitate final resolution of their respective relationships between the
parties; and
6/15/2023, 5:50 PM
entityobservation
MARK D. SCHMIDT
Read the anchor · page 2
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SETTLEMENT AGREEMENT
This Settlement Agreement (the "Agreement") is made as of this I Sthth day of June 2023,
by and between ATLANTIC WAVE HOLDINGS, LLC, SECURE COMMUNITY, LLC
(collectively, "Plaintiffs"), CYBERLUX CORPORATION AND MARK D. SCHMIDT
(collectively, "Defendants"), and STRIKEPOlNT CONSULTING, LLC ("Strikepoint") a
separate party with some common interest holders to the Plaintiffs. Plaintiffs, Defendants, and
Strikepoint shall collectively be referred to as the "Parties to this Agreement" and Plaintiffs and
Defendants shall collectively be referred to as "Parties to the Litigation."
RECITALS
WHEREAS, Plaintiffs and Defendants entered into an agreement on October 8, 2021,
which compensated Plaintiffs for the reacquisition by Defendant Cyberlux of certain intellectual
property in exchange for certain installment payments of fixed liquidated sums by Defendants to
Plaintiffs and "Freely Trading" stock, which had fallen into arrears ("the TP Agreement");
WHEREAS, on September 24, 202 l. an agreement was executed between an entity
described as "Strikepoints Consulting. LLC" and Defendant Cybcrlux Corporation for certain
consulting services (the "Strikepoint Consulting Agreement"), which called for, inter a/ia,
installment payments affixed liquidated sums owed by Defendants to Plaintiff, which also fell into
arrears;
WHEREAS, Plaintiffs filed its Complaint for breach of said agreements in the Circuit Court
of the City of Richmond, Virginia (the "Court"), against Defendants in the civil action titled,
Atlantic Wave Holdings. LLC and Secure Community. LLC v. Cyberlux Corporation and Mark D.
Schmidt (Case No. CL22-3882) (the "Litigation''), which remains pending;
WI IERE/\S, the Parties to this i\grecmcnt desire to resolve and settle any and all existing
disputes between the Plaimi ffs and Defendants and between Strikcpoint and Defendants to
eliminate uncertainty and facilitate final resolution of their respective relationships between the
parties; and
6/15/2023, 5:50 PM
entityobservation
Charles Watts, Jr.
Read the anchor · page 13
Case 3:24-cv-00482-RBM-VET Document 24-1 Filed 07/17/24 PageID.683 Page 13 of 16
IN WITNESS WHEREOF, and intending to be legally bound, the Parties hereto set their hands and seals.
Charles Watts, Jr., in his capacity as Special Counsel for Cyberlux Corporation and Mark D. Schmidt
Date: 06/15/2023
Mark D. Schmidt, individually and on behalf of Cyberlux Corporation, as its President
Date: 06/15/2023
William Welter, as a Managing Director of Atlantic Wave Holdings, LLC and Secure Community, LLC
Date: June 15, 2023
STRIKEPOINT CONSULTING, LLC
Cheri Nolan, CEO and President of Strikepoint Consulting, LLC
Date: 6/15/2023
William Welter, Managing Director of Strikepoint Consulting, LLC
Date: June 15, 2023
12
entityobservation
William Welter
Read the anchor · page 13
Case 3:24-cv-00482-RBM-VET Document 24-1 Filed 07/17/24 PageID.683 Page 13 of 16
IN WITNESS WHEREOF, and intending to be legally bound, the Parties hereto set their hands and seals.
Charles Watts, Jr., in his capacity as Special Counsel for Cyberlux Corporation and Mark D. Schmidt
Date: 06/15/2023
Mark D. Schmidt, individually and on behalf of Cyberlux Corporation, as its President
Date: 06/15/2023
William Welter, as a Managing Director of Atlantic Wave Holdings, LLC and Secure Community, LLC
Date: June 15, 2023
STRIKEPOINT CONSULTING, LLC
Cheri Nolan, CEO and President of Strikepoint Consulting, LLC
Date: 6/15/2023
William Welter, Managing Director of Strikepoint Consulting, LLC
Date: June 15, 2023
12
entityobservation
Cheri Nolan
Read the anchor · page 13
Case 3:24-cv-00482-RBM-VET Document 24-1 Filed 07/17/24 PageID.683 Page 13 of 16
IN WITNESS WHEREOF, and intending to be legally bound, the Parties hereto set their hands and seals.
Charles Watts, Jr., in his capacity as Special Counsel for Cyberlux Corporation and Mark D. Schmidt
Date: 06/15/2023
Mark D. Schmidt, individually and on behalf of Cyberlux Corporation, as its President
Date: 06/15/2023
William Welter, as a Managing Director of Atlantic Wave Holdings, LLC and Secure Community, LLC
Date: June 15, 2023
STRIKEPOINT CONSULTING, LLC
Cheri Nolan, CEO and President of Strikepoint Consulting, LLC
Date: 6/15/2023
William Welter, Managing Director of Strikepoint Consulting, LLC
Date: June 15, 2023
12
entityobservation
STRIKEPOINT CONSULTING, LLC
Read the anchor · page 13
Case 3:24-cv-00482-RBM-VET Document 24-1 Filed 07/17/24 PageID.683 Page 13 of 16
IN WITNESS WHEREOF, and intending to be legally bound, the Parties hereto set their hands and seals.
Charles Watts, Jr., in his capacity as Special Counsel for Cyberlux Corporation and Mark D. Schmidt
Date: 06/15/2023
Mark D. Schmidt, individually and on behalf of Cyberlux Corporation, as its President
Date: 06/15/2023
William Welter, as a Managing Director of Atlantic Wave Holdings, LLC and Secure Community, LLC
Date: June 15, 2023
STRIKEPOINT CONSULTING, LLC
Cheri Nolan, CEO and President of Strikepoint Consulting, LLC
Date: 6/15/2023
William Welter, Managing Director of Strikepoint Consulting, LLC
Date: June 15, 2023
12
entityobservation
Jacqueline S. McClenney
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Case 3:24-cv-00482-RBM-VET Document 24-1 Filed 07/17/24 PageID.685 Page 15 of 16Cyberlux _ Settlement_ Agreement_Fina1_002 - I .pd f fi le:///C:/Users/wil lw/Down loads/Cyberlux _ Settlement_ Agreement...
14 of 15
and MARK D. SCHMIDT, to resolve the claims alleged in Plaintiffs' Complaint and certain other
claims as agreed to by the parties pursuant to the parties' separate agreement.
b. The parties agree 1ha1 this Final Judgement shall not be dischargeable in bankruptcy
to the fullest extent permissible at law, and Defendants hereby waive all rights of reconsideration
or appeal. Nor shall it be subject to any contribution or reduced through the paymcnt(s) of any
other parties in this matter. Rather it shall be the sole obligation of Defendants.
c. That the Plaintiffs be awarded all of their costs, including reasonable attorney's fees
as per the Parties' settlement agreement, sanctions of $3,895.00 and $6,842.50, as provided by the
Court's previous Orders, and post judgment interest at the rate of 12% per annum, as provided in
the parties' agreement, from the date of entry of this order on the damages i ncurrcd in this matter.
d. That the parties ha\'e agreed to a security interest and lien interest in all property of
Defendants in favor or Plaintiffs until all sums are paid, and such security interest may be further
memorialized through the filing of appropriate UCC-1 forms and the filing of appropriate Liens.
e. Plaintiffs' Complaint is hereby dismissed without prejudice. THIS CAUSE IS
ENDED.
ENTERED this __ day of ______ _ , 2023.
[Endorsement of Parties on Next Page]
Hon. Jacqueline S. McClenney, Presiding Judge
Circuit Court for the City of Richmond
14
6/15/2023, 5:50 PM
eventattribution
The settlement signature page bears 15 June 2023 dates in its several labelled capacities.
Read the anchor · page 13
Case 3:24-cv-00482-RBM-VET Document 24-1 Filed 07/17/24 PageID.683 Page 13 of 16
IN WITNESS WHEREOF, and intending to be legally bound, the Parties hereto set their hands and seals.
Charles Watts, Jr., in his capacity as Special Counsel for Cyberlux Corporation and Mark D. Schmidt
Date: 06/15/2023
Mark D. Schmidt, individually and on behalf of Cyberlux Corporation, as its President
Date: 06/15/2023
William Welter, as a Managing Director of Atlantic Wave Holdings, LLC and Secure Community, LLC
Date: June 15, 2023
STRIKEPOINT CONSULTING, LLC
Cheri Nolan, CEO and President of Strikepoint Consulting, LLC
Date: 6/15/2023
William Welter, Managing Director of Strikepoint Consulting, LLC
Date: June 15, 2023
12
eventattribution
The settlement copy bears ECF 24-1 filing on 17 July 2024.
Read the anchor · page 2
Case 3:24-cv-00482-RBM-VET Document 24-1 Filed 07/17/24 PageID.672 Page 2 of 16Cyberlux_Settlement_Agreemcnt Final 002 -1.pdf file:/ I/C:/U sers/wi 11 w/Down loads/Cyberlux _ Settlement_ Agreement. ..
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SETTLEMENT AGREEMENT
This Settlement Agreement (the "Agreement") is made as of this I Sthth day of June 2023,
by and between ATLANTIC WAVE HOLDINGS, LLC, SECURE COMMUNITY, LLC
(collectively, "Plaintiffs"), CYBERLUX CORPORATION AND MARK D. SCHMIDT
(collectively, "Defendants"), and STRIKEPOlNT CONSULTING, LLC ("Strikepoint") a
separate party with some common interest holders to the Plaintiffs. Plaintiffs, Defendants, and
Strikepoint shall collectively be referred to as the "Parties to this Agreement" and Plaintiffs and
Defendants shall collectively be referred to as "Parties to the Litigation."
RECITALS
WHEREAS, Plaintiffs and Defendants entered into an agreement on October 8, 2021,
which compensated Plaintiffs for the reacquisition by Defendant Cyberlux of certain intellectual
property in exchange for certain installment payments of fixed liquidated sums by Defendants to
Plaintiffs and "Freely Trading" stock, which had fallen into arrears ("the TP Agreement");
WHEREAS, on September 24, 202 l. an agreement was executed between an entity
described as "Strikepoints Consulting. LLC" and Defendant Cybcrlux Corporation for certain
consulting services (the "Strikepoint Consulting Agreement"), which called for, inter a/ia,
installment payments affixed liquidated sums owed by Defendants to Plaintiff, which also fell into
arrears;
WHEREAS, Plaintiffs filed its Complaint for breach of said agreements in the Circuit Court
of the City of Richmond, Virginia (the "Court"), against Defendants in the civil action titled,
Atlantic Wave Holdings. LLC and Secure Community. LLC v. Cyberlux Corporation and Mark D.
Schmidt (Case No. CL22-3882) (the "Litigation''), which remains pending;
WI IERE/\S, the Parties to this i\grecmcnt desire to resolve and settle any and all existing
disputes between the Plaimi ffs and Defendants and between Strikcpoint and Defendants to
eliminate uncertainty and facilitate final resolution of their respective relationships between the
parties; and
6/15/2023, 5:50 PM
inferenceinference
A signed settlement and party endorsement support the recorded contractual promises, but the blank judicial fields prevent this exhibit from
A signed settlement and party endorsement support the recorded contractual promises, but the blank judicial fields prevent this exhibit from proving judgment entry or the start of its stated post-judgment interest.
inferenceinference
The two release triggers, the first-payment outer limit and full-satisfaction condition require separate performance dates; collapsing them
The two release triggers, the first-payment outer limit and full-satisfaction condition require separate performance dates; collapsing them would obscure which rights the source says survive.
inferenceinference
The printed instalments arithmetically exceed the stated balances: $150,000 + 36 × $21,459 = $922,524, and 36 × $18,055.56 = $650,000.16. Th
The printed instalments arithmetically exceed the stated balances: $150,000 + 36 × $21,459 = $922,524, and 36 × $18,055.56 = $650,000.16. The $24.16 difference and until-paid wording require reconciliation rather than silently changing the agreed total.
inferenceinference
A receipt can engage the acceleration inquiry without proving every drone was accepted or that the full receipt belonged to these creditors.
A receipt can engage the acceleration inquiry without proving every drone was accepted or that the full receipt belonged to these creditors. Contract terms, payment timing, unit basis and competing rights remain separate.
otherattribution
Complete supplied 16-page source reviewed at SHA-256 3e0c5773ee24788df5728267133594b6a3a300e9999de8cf51e74c0c0d021b1d. Source assertions, or
Complete supplied 16-page source reviewed at SHA-256 3e0c5773ee24788df5728267133594b6a3a300e9999de8cf51e74c0c0d021b1d. Source assertions, original visual features, filing/communication context and identified missing attachments are retained. No unexamined later court outcome is inferred.
Read the anchor · page 1
EXHIBIT A
questionquestion
Which entered judgment, later amendments and complete payment ledger establish the balance, interest basis and satisfaction state?
questionquestion
Which dated contract receipts and sold-unit records establish the acceleration trigger and prevent doubling the repeated $5,000 clause?
questionquestion
Which information demands, restricted-information grounds, notices and responses establish compliance or an uncured breach?
questionquestion
Which UCC filings and asset-title records establish perfection, priority and collateral scope rather than merely the signed grant?
questionquestion
Who added the highlighting, and how were the instalment discrepancy and incorrect confidentiality cross-reference treated by the parties or
Who added the highlighting, and how were the instalment discrepancy and incorrect confidentiality cross-reference treated by the parties or court?
questionquestion
Does this signed settlement exhibit also prove entry of its attached judgment or full payment?
otherattribution
Caveat Emptor deadline
The agreement gave the plaintiffs an option to refile if Pink status was not restored and the Caveat Emptor restriction removed by 31 December 2023.
Read the anchor · page 4
shall resolve the pending Litigation. Notwithstanding entry of a Final
Order, the parties herby agree that if the Cyberlux stock is not brought to current
"Pink Status" and the Caveat Emptor legend and restriction is not remedied and
removed on or before December 31, 2023, Plaintiffs slrnll have the option, at their
3
6/15/2023, 5:50 PM
allegation
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 settlement agreement is dated 15 June 2023.supports{"timeline_thread":"legal","timeline_thread_label":"Legal & recovery"}
This reviewed database occurrence and exact public source passage document the dated event in the public chronology.
The agreement gave the plaintiffs an option to refile if Pink status was not restored and the Caveat Emptor restriction removed by 31 December 2023.relates to{"chapter":27,"exposure_lens":"The prime-contractor exposure inquiry asks what HII submitted or accepted, who knew what, and whether the procurement, payment and settlement files support the decision made.","responsibility":"Supplier selection, price, subcontract administration, advance controls, inspection, termination and Government submissions.","sequence":327,"unit_key":"CH27"}
The controlling book database maps this allegation into Part II; the book's explicit control-to-exposure crosswalk places that responsibility in Part III, Chapter 27. This is an identifier-based publication link, not a name match.
The agreement gave the plaintiffs an option to refile if Pink status was not restored and the Caveat Emptor restriction removed by 31 December 2023.supportsThe agreement gave the plaintiffs an option to refile if Pink status was not restored and the Caveat Emptor restriction removed by 31 December 2023.
This database-linked source passage is the reviewed documentary support mapped to the allegation in the controlling book version.
AWH says it wholly owns Secure and their claims seek no double recovery. It distinguishes a June 15, 2023 settlement of the earlier IP dispute, including a $1,572,500 liquidated amount, from retained stock-marketability performance rights. It describes the June 28 consent judgment, a security grant and contemplated drone receipts. These are counsel’s account of separate cited agreements/orders, not two independent creditors supporting the same facts.referencesSection 7 grants Plaintiffs a security and lien interest in Defendants’ assets, including IP, subsidiaries, contract rights, receivables and drone sales, with discretionary UCC/lien memorialisation. This text alone does not establish perfection, priority, ownership of Government property or an actual UCC filing.
The reviewed signed settlement supplies the actual security grant; its existence does not establish the later asserted perfection or priority.
AWH states its CL22-3882 judgment has been paid and satisfied and its Texas enforcement action dismissed; it separates unresolved receiver fees from its completed enforcement and says roughly $2.2 million remains in the receivership. It argues Texas should decide receiver compensation. The earlier satisfied judgment and the separate $6 million stock judgment must not be added as both presently unpaid on this source’s account.referencesThe signatories agree to endorse a joint-and-several consent judgment. The stated IP balance is $1,200,000 less $277,500 paid, or $922,500; consulting balance is $650,000; total settlement consideration is $1,572,500 plus specified costs. The text’s appeal/bankruptcy non-dischargeability language is expressly limited to what law permits, not a court determination of enforceability.
The later movant acknowledges original-judgment satisfaction. This is distinct from the separate stock claim and does not retrospectively alter the original contract.
Plaintiffs are allocated 36 monthly wires of $21,459 and Strikepoint 36 monthly wires of $18,055.56, beginning July 2023 on each month’s first day and continuing until the respective consideration is paid. Each schedule repeats acceleration of outstanding judgment sums up to $5,000 per drone sold within 21 days of the first contract-payment receipt by Defendants or a parent, subsidiary, affiliate or assign. Performance and interpretation of that trigger require transaction evidence; the two repeated clauses are not silently combined into $10,000 per drone.referencesThe visible 8 September entry is ACH DEPOSIT, HII TECHNICAL SO followed by redaction, for $38,700,600.00. It is evidence of the bank-recorded account credit, not by itself identification of contract terms, units accepted, earned revenue, restricted use or judgment-payoff entitlement. The visible originator fragment is not expanded beyond what is shown.
The bank entry supplies a specific historical receipt relevant to the contractual trigger inquiry; it does not by itself establish sold-unit basis, full entitlement or competing priorities.
Exhibit B consists of a cover and the statement SETTLEMENT AGREEMENT TO BE FILED UNDER SEAL. The underlying settlement wording is absent from this physical file, despite incorporation language in the complaint. The placeholder is not proof a sealing motion was granted or the settlement was filed.referencesThe signatories agree to endorse a joint-and-several consent judgment. The stated IP balance is $1,200,000 less $277,500 paid, or $922,500; consulting balance is $650,000; total settlement consideration is $1,572,500 plus specified costs. The text’s appeal/bankruptcy non-dischargeability language is expressly limited to what law permits, not a court determination of enforceability.
The original signed settlement is separately available in Master; its actual principal components can be examined despite the California file’s placeholder.
Plaintiffs acknowledge about July 1 payments of $16,102.25 to AWH/Secure and $4,513.89 to Strikepoint, and September payments of $575,000 to AWH/Secure and $50,000 to Strikepoint. They allege missed August, October and November instalments and dispute defendants’ prepayment characterisation. Receipt concessions and disputed allocation/default consequences are distinct; the payment ledger and underlying notices are absent.referencesDefendants’ release takes effect upon endorsement, subject to express obligations and enforcement exceptions; the Plaintiffs’ and Strikepoint’s release is triggered by receipt of the first settlement payment. Satisfaction of judgment follows all sums, and a notice is due within ten business days of complete consideration and all terms. The document does not establish that those receipt/satisfaction conditions occurred.
The settlement has distinct receipt and satisfaction triggers. The California payment concessions do not alone prove full satisfaction or the claimed default consequences.
Plaintiffs are allocated 36 monthly wires of $21,459 and Strikepoint 36 monthly wires of $18,055.56, beginning July 2023 on each month’s first day and continuing until the respective consideration is paid. Each schedule repeats acceleration of outstanding judgment sums up to $5,000 per drone sold within 21 days of the first contract-payment receipt by Defendants or a parent, subsidiary, affiliate or assign. Performance and interpretation of that trigger require transaction evidence; the two repeated clauses are not silently combined into $10,000 per drone.referencesWelter calls an October 2023 no-drone-sales statement false. The attached page shows Grimes writing on 10 October at 3:40:36 pm EDT that it is his understanding there have been no actual drone sales yet. The prior 9 October message from Welter acknowledges receipt of the October payment and asks how many drones were sold. Neither the payment amount nor a definition of actual sales appears. The email page is marked 1 of 2; its second page is absent.
The contract refers to first payment under a drone-purchase contract; counsel’s later no-actual-sales understanding does not automatically resolve that defined trigger.
The agreement grants a continuing all-assets lien and generally requires requested prior-lien subordination before funding, but expressly exempts the asserted Atlantic Wave, Secure Community and Strikepoint liens from obtaining such subordination. It describes those liens as disputed and identifies the two California proceedings. The warranties also except Atlantic Wave liens/litigation from specified clean-title, books/liabilities and no-pending-action statements. These exceptions are not releases, proof that the liens are invalid or an adjudication of priority.referencesSection 7 grants Plaintiffs a security and lien interest in Defendants’ assets, including IP, subsidiaries, contract rights, receivables and drone sales, with discretionary UCC/lien memorialisation. This text alone does not establish perfection, priority, ownership of Government property or an actual UCC filing.
The 2023 settlement grants a security interest; the 2024 loan expressly excepts the named adverse liens from requested subordination. Neither document determines perfected priority.
On Plaintiffs’ demand, Defendants must provide progress and payment information and relevant requested documents, subject to confidentiality and classified/restricted-information limits. Section 21 makes information due in ten calendar days, with a three-calendar-day cure provision. It also treats first-of-month nonreceipt as late. Actual demands, restrictions, responses and cure chronology must be examined to assess any breach.referencesWelter says Cyberlux assigned future government-contract receipts to Legalist in April 2024 and reconfirmed the assignment in July, without notice to plaintiffs, stockholders or the court. He calls this a diversion contrary to settlement disclosure obligations and describes Legalist as a factoring company, spelling its name Legalist SVP III. Those timing, breach and motive assertions cite Zablah and settlement materials not embedded here; the cited lender name is not silently treated as a separate entity from SPV III.
Welter alleges assignment without notice. The signed source requires updates and documents on demand, with restrictions and cure terms. Actual demands and responses are needed to test breach.
The agreement signature page shows Charles Watts Jr. as special counsel for Cyberlux and Schmidt, Schmidt individually and as president, William Welter for AWH/Secure Community, Cheri Nolan for Strikepoint and Welter separately for Strikepoint, all with 15 June 2023 dates. The attached form’s endorsement page bears Schmidt and Watts signatures; the Plaintiffs’ counsel signature line is blank. Signatures are described as visible marks and labelled capacities, not independently authenticated handwriting.supportsDoes this signed settlement exhibit also prove entry of its attached judgment or full payment?
Specifically named source propositions support the bounded distinction or question.
The attached form would award $1,572,500, costs, the two sanctions, and 12% post-judgment interest from entry, recognise security interests and dismiss without prejudice. Its case-number, entry-date and judge-signature fields are blank; the printed judge name is Jacqueline S. McClenney. It is not itself the later entered judgment.supportsDoes this signed settlement exhibit also prove entry of its attached judgment or full payment?
Specifically named source propositions support the bounded distinction or question.
Defendants’ release takes effect upon endorsement, subject to express obligations and enforcement exceptions; the Plaintiffs’ and Strikepoint’s release is triggered by receipt of the first settlement payment. Satisfaction of judgment follows all sums, and a notice is due within ten business days of complete consideration and all terms. The document does not establish that those receipt/satisfaction conditions occurred.supportsContractual obligation, trigger occurrence, cure opportunity, judicial enforcement and actual satisfaction are separate stages.
Specifically named source propositions support the bounded distinction or question.
The attached form would award $1,572,500, costs, the two sanctions, and 12% post-judgment interest from entry, recognise security interests and dismiss without prejudice. Its case-number, entry-date and judge-signature fields are blank; the printed judge name is Jacqueline S. McClenney. It is not itself the later entered judgment.supportsA signed settlement and party endorsement support the recorded contractual promises, but the blank judicial fields prevent this exhibit from proving judgment entry or the start of its stated post-judgment interest.
Specifically named source propositions support the bounded distinction or question.
Section 3 requires the $3,895 and $6,842.50 sanctions described in the December 2022 and April 2023 orders to be paid within 21 days of execution. Those orders and the actual payment history are not included.supportsContractual obligation, trigger occurrence, cure opportunity, judicial enforcement and actual satisfaction are separate stages.
Specifically named source propositions support the bounded distinction or question.
The sixteen-page file contains an Exhibit A cover, the fifteen-page settlement print and attached judgment form, filed as SDCA 3:24-cv-00482-RBM-VET ECF 24-1 on 17 July 2024. The agreement is dated 15 June 2023. Its party signatures are present; the attached judicial signature and entry date are blank. Filing the exhibit is not entry of the form judgment.supportsA signed settlement and party endorsement support the recorded contractual promises, but the blank judicial fields prevent this exhibit from proving judgment entry or the start of its stated post-judgment interest.
Specifically named source propositions support the bounded distinction or question.
The signatories agree to endorse a joint-and-several consent judgment. The stated IP balance is $1,200,000 less $277,500 paid, or $922,500; consulting balance is $650,000; total settlement consideration is $1,572,500 plus specified costs. The text’s appeal/bankruptcy non-dischargeability language is expressly limited to what law permits, not a court determination of enforceability.supportsThe printed instalments arithmetically exceed the stated balances: $150,000 + 36 × $21,459 = $922,524, and 36 × $18,055.56 = $650,000.16. The $24.16 difference and until-paid wording require reconciliation rather than silently changing the agreed total.
Specifically named source propositions support the bounded distinction or question.
The first $150,000 must actually be received by wire within the specified 30-day sequence tied to execution, judgment entry and the first drone or other revenue receipt, whichever occurs last, but no later than 45 days from execution. The outer limit is explicit; the clause is not an indefinite wait for drone cash.supportsThe two release triggers, the first-payment outer limit and full-satisfaction condition require separate performance dates; collapsing them would obscure which rights the source says survive.
Specifically named source propositions support the bounded distinction or question.
Plaintiffs are allocated 36 monthly wires of $21,459 and Strikepoint 36 monthly wires of $18,055.56, beginning July 2023 on each month’s first day and continuing until the respective consideration is paid. Each schedule repeats acceleration of outstanding judgment sums up to $5,000 per drone sold within 21 days of the first contract-payment receipt by Defendants or a parent, subsidiary, affiliate or assign. Performance and interpretation of that trigger require transaction evidence; the two repeated clauses are not silently combined into $10,000 per drone.supportsWho added the highlighting, and how were the instalment discrepancy and incorrect confidentiality cross-reference treated by the parties or court?
Specifically named source propositions support the bounded distinction or question.
Section 7 grants Plaintiffs a security and lien interest in Defendants’ assets, including IP, subsidiaries, contract rights, receivables and drone sales, with discretionary UCC/lien memorialisation. This text alone does not establish perfection, priority, ownership of Government property or an actual UCC filing.supportsWhich UCC filings and asset-title records establish perfection, priority and collateral scope rather than merely the signed grant?
Specifically named source propositions support the bounded distinction or question.
The first $150,000 must actually be received by wire within the specified 30-day sequence tied to execution, judgment entry and the first drone or other revenue receipt, whichever occurs last, but no later than 45 days from execution. The outer limit is explicit; the clause is not an indefinite wait for drone cash.supportsThe printed instalments arithmetically exceed the stated balances: $150,000 + 36 × $21,459 = $922,524, and 36 × $18,055.56 = $650,000.16. The $24.16 difference and until-paid wording require reconciliation rather than silently changing the agreed total.
Specifically named source propositions support the bounded distinction or question.
The sixteen-page file contains an Exhibit A cover, the fifteen-page settlement print and attached judgment form, filed as SDCA 3:24-cv-00482-RBM-VET ECF 24-1 on 17 July 2024. The agreement is dated 15 June 2023. Its party signatures are present; the attached judicial signature and entry date are blank. Filing the exhibit is not entry of the form judgment.supportsDoes this signed settlement exhibit also prove entry of its attached judgment or full payment?
Specifically named source propositions support the bounded distinction or question.
On Plaintiffs’ demand, Defendants must provide progress and payment information and relevant requested documents, subject to confidentiality and classified/restricted-information limits. Section 21 makes information due in ten calendar days, with a three-calendar-day cure provision. It also treats first-of-month nonreceipt as late. Actual demands, restrictions, responses and cure chronology must be examined to assess any breach.supportsWhich information demands, restricted-information grounds, notices and responses establish compliance or an uncured breach?
Specifically named source propositions support the bounded distinction or question.
Section 7 grants Plaintiffs a security and lien interest in Defendants’ assets, including IP, subsidiaries, contract rights, receivables and drone sales, with discretionary UCC/lien memorialisation. This text alone does not establish perfection, priority, ownership of Government property or an actual UCC filing.supportsA receipt can engage the acceleration inquiry without proving every drone was accepted or that the full receipt belonged to these creditors. Contract terms, payment timing, unit basis and competing rights remain separate.
Specifically named source propositions support the bounded distinction or question.
Section 13 states confidentiality of settlement and discovery material, a written-notice and 14-day cure route for material disclosure, and specified enforcement/defence uses with reasonable privacy efforts. Section 14 separately restricts disparagement only through 31 December 2023, also with a 14-day notice/cure route. The clauses have different scope and duration; they are not a timeless ban on every communication.supportsWhich information demands, restricted-information grounds, notices and responses establish compliance or an uncured breach?
Specifically named source propositions support the bounded distinction or question.
Plaintiffs are allocated 36 monthly wires of $21,459 and Strikepoint 36 monthly wires of $18,055.56, beginning July 2023 on each month’s first day and continuing until the respective consideration is paid. Each schedule repeats acceleration of outstanding judgment sums up to $5,000 per drone sold within 21 days of the first contract-payment receipt by Defendants or a parent, subsidiary, affiliate or assign. Performance and interpretation of that trigger require transaction evidence; the two repeated clauses are not silently combined into $10,000 per drone.supportsWhich entered judgment, later amendments and complete payment ledger establish the balance, interest basis and satisfaction state?
Specifically named source propositions support the bounded distinction or question.
Plaintiffs are allocated 36 monthly wires of $21,459 and Strikepoint 36 monthly wires of $18,055.56, beginning July 2023 on each month’s first day and continuing until the respective consideration is paid. Each schedule repeats acceleration of outstanding judgment sums up to $5,000 per drone sold within 21 days of the first contract-payment receipt by Defendants or a parent, subsidiary, affiliate or assign. Performance and interpretation of that trigger require transaction evidence; the two repeated clauses are not silently combined into $10,000 per drone.supportsA receipt can engage the acceleration inquiry without proving every drone was accepted or that the full receipt belonged to these creditors. Contract terms, payment timing, unit basis and competing rights remain separate.
Specifically named source propositions support the bounded distinction or question.
Defendants’ release takes effect upon endorsement, subject to express obligations and enforcement exceptions; the Plaintiffs’ and Strikepoint’s release is triggered by receipt of the first settlement payment. Satisfaction of judgment follows all sums, and a notice is due within ten business days of complete consideration and all terms. The document does not establish that those receipt/satisfaction conditions occurred.supportsThe two release triggers, the first-payment outer limit and full-satisfaction condition require separate performance dates; collapsing them would obscure which rights the source says survive.
Specifically named source propositions support the bounded distinction or question.
The printed instalments arithmetically exceed the stated balances: $150,000 + 36 × $21,459 = $922,524, and 36 × $18,055.56 = $650,000.16. The $24.16 difference and until-paid wording require reconciliation rather than silently changing the agreed total.supportsWho added the highlighting, and how were the instalment discrepancy and incorrect confidentiality cross-reference treated by the parties or court?
Specifically named source propositions support the bounded distinction or question.
The first $150,000 must actually be received by wire within the specified 30-day sequence tied to execution, judgment entry and the first drone or other revenue receipt, whichever occurs last, but no later than 45 days from execution. The outer limit is explicit; the clause is not an indefinite wait for drone cash.supportsContractual obligation, trigger occurrence, cure opportunity, judicial enforcement and actual satisfaction are separate stages.
Specifically named source propositions support the bounded distinction or question.
The attached form would award $1,572,500, costs, the two sanctions, and 12% post-judgment interest from entry, recognise security interests and dismiss without prejudice. Its case-number, entry-date and judge-signature fields are blank; the printed judge name is Jacqueline S. McClenney. It is not itself the later entered judgment.supportsContractual obligation, trigger occurrence, cure opportunity, judicial enforcement and actual satisfaction are separate stages.
Specifically named source propositions support the bounded distinction or question.
Plaintiffs are allocated 36 monthly wires of $21,459 and Strikepoint 36 monthly wires of $18,055.56, beginning July 2023 on each month’s first day and continuing until the respective consideration is paid. Each schedule repeats acceleration of outstanding judgment sums up to $5,000 per drone sold within 21 days of the first contract-payment receipt by Defendants or a parent, subsidiary, affiliate or assign. Performance and interpretation of that trigger require transaction evidence; the two repeated clauses are not silently combined into $10,000 per drone.supportsThe printed instalments arithmetically exceed the stated balances: $150,000 + 36 × $21,459 = $922,524, and 36 × $18,055.56 = $650,000.16. The $24.16 difference and until-paid wording require reconciliation rather than silently changing the agreed total.
Specifically named source propositions support the bounded distinction or question.
On Plaintiffs’ demand, Defendants must provide progress and payment information and relevant requested documents, subject to confidentiality and classified/restricted-information limits. Section 21 makes information due in ten calendar days, with a three-calendar-day cure provision. It also treats first-of-month nonreceipt as late. Actual demands, restrictions, responses and cure chronology must be examined to assess any breach.supportsContractual obligation, trigger occurrence, cure opportunity, judicial enforcement and actual satisfaction are separate stages.
Specifically named source propositions support the bounded distinction or question.
Plaintiffs are allocated 36 monthly wires of $21,459 and Strikepoint 36 monthly wires of $18,055.56, beginning July 2023 on each month’s first day and continuing until the respective consideration is paid. Each schedule repeats acceleration of outstanding judgment sums up to $5,000 per drone sold within 21 days of the first contract-payment receipt by Defendants or a parent, subsidiary, affiliate or assign. Performance and interpretation of that trigger require transaction evidence; the two repeated clauses are not silently combined into $10,000 per drone.supportsWhich dated contract receipts and sold-unit records establish the acceleration trigger and prevent doubling the repeated $5,000 clause?
Specifically named source propositions support the bounded distinction or question.
Defendants’ release takes effect upon endorsement, subject to express obligations and enforcement exceptions; the Plaintiffs’ and Strikepoint’s release is triggered by receipt of the first settlement payment. Satisfaction of judgment follows all sums, and a notice is due within ten business days of complete consideration and all terms. The document does not establish that those receipt/satisfaction conditions occurred.supportsWhich entered judgment, later amendments and complete payment ledger establish the balance, interest basis and satisfaction state?
Specifically named source propositions support the bounded distinction or question.
The agreement signature page shows Charles Watts Jr. as special counsel for Cyberlux and Schmidt, Schmidt individually and as president, William Welter for AWH/Secure Community, Cheri Nolan for Strikepoint and Welter separately for Strikepoint, all with 15 June 2023 dates. The attached form’s endorsement page bears Schmidt and Watts signatures; the Plaintiffs’ counsel signature line is blank. Signatures are described as visible marks and labelled capacities, not independently authenticated handwriting.supportsA signed settlement and party endorsement support the recorded contractual promises, but the blank judicial fields prevent this exhibit from proving judgment entry or the start of its stated post-judgment interest.
Specifically named source propositions support the bounded distinction or question.
Defendants’ release takes effect upon endorsement, subject to express obligations and enforcement exceptions; the Plaintiffs’ and Strikepoint’s release is triggered by receipt of the first settlement payment. Satisfaction of judgment follows all sums, and a notice is due within ten business days of complete consideration and all terms. The document does not establish that those receipt/satisfaction conditions occurred.supportsDoes this signed settlement exhibit also prove entry of its attached judgment or full payment?
Specifically named source propositions support the bounded distinction or question.
Litigation costs including fees are payable within 60 days of full execution or agreed terms, capped for the settled matters at 12% / $188,700, with the stated amount added to the consulting balance and paid to Strikepoint. The cap expressly does not limit fees or costs resulting from later breach. A cap is not a proved fee invoice or amount already paid.supportsWhich entered judgment, later amendments and complete payment ledger establish the balance, interest basis and satisfaction state?
Specifically named source propositions support the bounded distinction or question.
The attached form would award $1,572,500, costs, the two sanctions, and 12% post-judgment interest from entry, recognise security interests and dismiss without prejudice. Its case-number, entry-date and judge-signature fields are blank; the printed judge name is Jacqueline S. McClenney. It is not itself the later entered judgment.supportsWhich entered judgment, later amendments and complete payment ledger establish the balance, interest basis and satisfaction state?
Specifically named source propositions support the bounded distinction or question.
The signatories agree to endorse a joint-and-several consent judgment. The stated IP balance is $1,200,000 less $277,500 paid, or $922,500; consulting balance is $650,000; total settlement consideration is $1,572,500 plus specified costs. The text’s appeal/bankruptcy non-dischargeability language is expressly limited to what law permits, not a court determination of enforceability.supportsWhich entered judgment, later amendments and complete payment ledger establish the balance, interest basis and satisfaction state?
Specifically named source propositions support the bounded distinction or question.
The first acceleration paragraph has visible orange highlighting of unknown authorship. The document also contains internal-reference defects: the information clause points to confidentiality paragraph 12, while the confidentiality heading is 13. Source wording and annotation provenance remain visible; neither is silently repaired into a different contract.supportsWho added the highlighting, and how were the instalment discrepancy and incorrect confidentiality cross-reference treated by the parties or court?
Specifically named source propositions support the bounded distinction or question.
A receipt can engage the acceleration inquiry without proving every drone was accepted or that the full receipt belonged to these creditors. Contract terms, payment timing, unit basis and competing rights remain separate.supportsWhich dated contract receipts and sold-unit records establish the acceleration trigger and prevent doubling the repeated $5,000 clause?
Specifically named source propositions support the bounded distinction or question.
WEIGH
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