Stated effective date 27 March 2024; restatement fields 13 July 2024; ECF 175-3 filing 15 April 2026.
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Case 3:25-cv-00483-JAG Document 175-3 Filed 04/15/26 Page 1 of 15 PagelD# 2709 EXHIIT 2
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Case 3:25-cv-00483-JAG Document 175-3 Filed 04/15/26 Page 1 of 15 PagelD# 2709 EXHIIT 2
$7 million credit ceiling and 50% eligible-order advance formula; 1% commitment fee equals $70,000 on that stated ceiling, not proof it was paid.
AMENDED AND RESTATED GOVERNMENT PURCHASE ORDER FINANCING AGREEMENT This Amended and Restated Government Purchase Order Financing Agreement (“ Agreement”) is made effective as of March 27, 2024 by and between Legalist SPV III, LP (“Lender”) and Cyberlux Corporation and Datron World Communications, Inc. (each and together, “Borrower”). Lender hereby agrees to provide Borrower the services specified in this Agreement and establishes for a period extending one year from the date hereof (the “ Facility Maturity Date”) a revolving line of credit for Borrower in the aggregate maximum principal amount of $7,000,000 (the “Credit Limit”). ACCOUNTS MANAGEMENT 1. Borrower shall, before execution of any agreement with a government-related customer (each, a “ Government Account Debtor”) in connection with which Borrower desires Lender to provide financing under this Agreement, provide to Lender the Government Account Debtor’s contact information, material evidencing any contract with the Government Account Debtor, and other information that may be requested. Lender may conduct due diligence of such Government Account Debtor. Lender may establish or modify a maximum credit limit for any Government Account Debtor, without waiving its right at any subsequent time to terminate or modify any prior acceptance. 2. Borrower shall provide to Lender by or before fifteen (15) days after the last business day of each month: a. Details of all obligations (including, but not limited to, invoices, aging reports, and related information) of Government Account Debtors; b. Details of all accounts payable obligations of Borrower relating thereto; c. A completed Borrowing Base Certificate in the form attached as Exhibit A; d. If applicable, a completed Request for Disbursement in the form attached as Exhibit B; and e. Such other information as Lender may reasonably request (collectively, an “Information Request”). 3. Borrower warrants and guarantees, by submission of an Advance Request, that: a. The services described therein were (or, as applicable, shall be) in fact rendered and that the Eligible Purchase Orders (defined below) evidenced thereby are and will continue to be genuine, bona fide, and collectable and without right of offset, counterclaim, or right of return or cancellation; and b. If it is notified of any dispute, or of any right of offset, counterclaim, or right of return or cancellation against any Government Account Debtor ’s obligation to Borrower, it will immediately notify Lender in writing. c. In addition to Borrower’s obligation to provide a monthly Information Request to Lender, Borrower hereby agrees that it shall also furnish Lender with full financial statements (expressly including proof of payment and/or compliance with all federal, state and/or local tax requirements not later than the forty fifth (45th) day after the end of each calendar quarter) that Borrower keeps in the ordinary course of business in accordance with generally accepted accounting principles consistently applied, and Borrower shall certify that all information contained therein is and shall be true and correct (“ Quarterly Reporting Obligation ”). In addition to any Quarterly Reporting Obligation, Borrower further agrees to provide Lender with a copy of the Borr ower’s books and records otherwise due in connection with any Quarterly Reporting Obligation promptly upon demand at any time upon reasonable notice to Borrower. 4. By or before fifteen (15) days after the last business day of each month, Lender shall provide to Borrower a monthly report (each a “Loan Report”) detailing the current state of Borrower’s account with Lender based upon documentation then provided by Borrower to Lender, including balance, individual transactions, then-available loan amount under the Credit Limit, and related information. Borrower shall notify Lender within five (5) days of delivery if it disputes any part of a Loan Report. The Loan Report shall be deemed correct and binding upon Borrower and shall constitute an account stated between the parties hereto unless Lender receives Borrower’s written statement of exceptions within five (5) days after Borrower’s receipt of same. 5. Borrower agrees that all invoices to Government Account Debtors shall designate Borrower as the sole named payee together with the following wiring instructions (as Borrower may update from time to time): Bank: Silicon Valley Bank Account Name: Legalist SPV III, LP Account No: ABA No: Borrower further agrees that all payments made hereunder shall be made pursuant to the foregoing wire instructions only. Lender is unable to accept payment by check. 6. If any payment on an Eligible Purchase Order is received by Borrower, it shall: a. Hold such payment irrevocably in trust for Lender, separate and apart from Borrower’s own funds; b. Deliver such payment within one (1) business day to Lender pursuant to the wire instructions contained in Section 5 hereinabove; and c. Immediately notify the payee in writing to send future payments to Lender pursuant to such wire instructions. 7. Borrower shall designate Lender as a point of contact with all Government Account Debtors and execute all authorizations or other docume nts requested to establish and maintain Lender’s authority to accept, endorse, and deposit all Government Account Debtor remittances to its own bank account. Borrower hereby appoints Lender its agent for the purpose of executing all such authorizations and other documents. ADVANCES; COMPENSATION TO LENDER 8. Upon Lender’s receipt of a request for disbursement, by and through the submission of the Request for Disbursement form attached as Exhibit B, current accounts receivable aging, current accounts payable ag ing, and any applicable related contracts Docusign Envelope ID: 2669A38B-9BDE-44AB-BC1F-DBF57D47D565 LEGALIST_000034 Case 3:25-cv-00483-JAG Document 175-3 Filed 04/15/26 Page 2 of 15 PageID# 2710
AMENDED AND RESTATED GUARANTY OF FINANCING AGREEMENT This Amended and Restated Guaranty of Financing Agreement (the “Guaranty”) is made effective as of March 27, 2024 , by Mark D. Schmidt (“Guarantor”), in favor of Legalist SPV III, LP (“Lender”). Guarantor and Lender are collectively referred to as “Parties.” WHEREAS Lender has agreed to fund Cyberlux Corporation and Datron World Communications, Inc. (each and together, the “Company”) the sum of up to $ 7,000,000 (the “Investment”) pursuant to a n Amended and Restated Government Purchase Order Financing Agreement among the Company and Lender (as in effect from time to time, the “Agreement”), which is hereby incorporated by reference herein; WHEREAS, as a condition precedent to the Investment, Lender requires Guarantor to execute and perform in accordance with this Guaranty; and WHEREAS Guarantor desires to induce Lender to make the Investment in reliance on this Guaranty. Guaranty NOW, THEREFORE, in consideration of the Investment, and for other good and valuable cons ideration, the receipt and adequacy of which are hereby acknowledged, Guarantor agrees as follows: 1. Lender has agreed to make the Investment subject to the terms and conditions stated in the Agreement. 2. Guarantor hereby guarantees full and complete payment and performance of the Agreement by the Company, including prompt payment of the full amount of Company’s Indebtedness when due thereunder. For purposes of this Guaranty, the term “Indebtedness” means the obligation of the Company to pay all obligations to Lender thereunder on or before an Advance Maturity Date and/or the Facility Maturity Date (as defined in the Agreement). 3. This Guaranty shall continue in full force and effect until the Agreement has been fully performed and discharged. The Guarantor acknowledges that (i) there may be future advances under, or other amendments and modification to, the Agreement after the date hereof, (ii) the amount of the Indebtedness may fluctuate from time to time hereafter, and (iii) this Guaranty shall remain in force at all times hereafter with respect to all obligations under the Agreement, without the necessity of amending or modifying this Guaranty or entering into a new or separate agreement with respect thereto. 4. Guarantor agrees not to assert subrogation rights or any other rights of any kind against the Company, until the Agreement has been fully performed, and the Guarantor will take no action that may reasonably be expected to, or which does or shall, impair or limit Lender’s ability to recover thereunder. 5. In addition to the Indebtedness, the Guarantor agrees to pay all costs and expenses incurred by Lender in attempting to collect the Indebtedness and in enforcing this Guaranty. 6. This Guaranty shall inure to the benefit of Lender, its successors in interest and assigns and shall be binding upon the heirs, executors, administrators, and successors of Guarantor; provided this Guaranty may not be assig ned without prior written consent of Lender. 7. Lender may enforce this Guaranty only in the event of default under Sections 21(a) and (g) of the Agreement without being first required to proceed against the Company, any other party, or any other guarantor (if any) or to attempt to realize on any Collateral (as defined in the Agreement). The Guarantor shall not be entitled to satisfy this Guaranty by contributing ratably with any other guarantor or by otherwise paying less than the entire unpaid Indebtedness. Payment under this Guaranty shall be due immediately upon demand by Lender. 8. In the event of the death of the Guarantor, the obligation of the deceased hereunder shall continue in full force and effect against his or her estate as to any Agreement obligations that shall have been created or incurred by the Company or committed or promised to Lender in any other manner prior to the time when Lender shall have received notice in writing of such death. The executor or administrator of such estate shall be obligated and authorized to pay all Indebtedness and otherwise to satisfy the Company’s obligations under the Agreement. 9. This Guaranty is and is intended to be an absolute, unconditional and continuing guaranty which shall not be affected by any act or thing wh atsoever except as herein provided, and which shall be independent of and in addition to any other guaranty, endorsement or collateral held by Lender with respect to the Agreement or Indebtedness. Guarantor specifically acknowledges and agrees that, as lon g as the Company owes obligations under the Agreement, this Guaranty shall remain in full force and effect. The amount guaranteed hereby shall continue to be guaranteed notwithstanding prior or subsequent reduction of the Indebtedness by persons or from sources other than the Guarantor, so long as obligations remain under the Agreement. 10. To secure Guarantor’s obligations hereunder, Guarantor hereby pledges, assigns, and grants to Lender a security interest in and to any and all right, title, or interest of Guarantor, now existing or hereafter acquired, in all Accounts, Chattel Paper, Goods (including Inventory and Equipment), Instruments, Investment Property, Documents, and General Intangibles, and all Proceeds thereof. Capitalized terms used but not defined in this Section 10 have the meanings given to them in the Uniform Commercial Code. 11. Upon the occurrence of a default under the Agreement or hereunder, Lender may, at its option, call on this Guaranty, and, if it is not satisfied in full within three days of notice, Lender may proceed at any time thereafter to take any action permitted under the Uniform Commercial Code or other applicable law. 12. Notice to Guarantor should be sent to the email address set forth opposite Guarantor’s signature below. 13. This Guaranty shall be governed by the laws of the state of Delaware, without regard to any conflict of laws principles. 14. After an Event of Default, Guarantor, its successors or assigns, shall be chargeable with and agrees to pay all costs of collection and defense, in cluding attorneys’ fees and costs, Docusign Envelope ID: 2669A38B-9BDE-44AB-BC1F-DBF57D47D565 LEGALIST_000041 Case 3:25-cv-00483-JAG Document 175-3 Filed 04/15/26 Page 9 of 15 PageID# 2717
This fifteen-page exhibit is ECF 175-3 filed 15 April 2026 in EDVA 3:25-cv-00483-JAG, with LEGALIST_000034–000047 beneath an exhibit cover. The agreement and guaranty state an effective date of 27 March 2024; their restatement fields say 13 July 2024. Visible DocuSign signatures are present, but no completion certificate is included to independently establish signing timestamps.
Case 3:25-cv-00483-JAG Document 175-3 Filed 04/15/26 Page 1 of 15 PagelD# 2709 EXHIIT 2
Default triggers include misleading representations or covenant breach, insolvency proceedings, receiver/liquidation, unapproved control changes, insecurity, subordination changes, retained lender funds, guarantor breach, tax liens, reporting failure, cross-default and termination of any Government Account Debtor contract. Immediate written notice is required. The lender may suspend/terminate advances and accelerate after default; absent default it may terminate on 120 days’ notice. The exhibit does not establish a particular triggering event, notice or waiver.
4 a. Receive, take, endorse, assign, deliver, accept, and deposit, in the name of Lender or Borrow er, cash, checks, commercial paper, drafts, remittances, and other instruments and documents relating to any Eligible Purchase Orders, other Collateral, or the proceeds thereof; b. Take or bring, in the name of Lender or Borrower, all steps, actions, suits, o r proceedings necessary or desirable to (i) perform any contract or other arrangement giving rise to any Eligible Purchase Orders (ii) otherwise collect or realize on any Eligible Purchase Order, other Collateral, or the proceeds thereof; c. To extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any terms or conditions, any and all, or Collateral and discharge or release any Government Account Debtor or other obligor, without affecting any amou nts due hereunder; and d. To execute and file any financing statement or similar document that may be necessary or desirable to perfect or maintain the lien and security interest granted herein. Borrower hereby approves and ratifies any financing statement filed by Lender against Borrower prior to the date hereof. In no event will Lender have any liability to Borrower for lost profits or other special or consequential damages relating to the foregoing or otherwise. TERMINATION BY LENDER 21. An “Event of Default” shall be deemed to have occurred and be continuing if: a. Borrower makes any false, misleading, or untrue representation or warranty in connection herewith or fails to comply with any covenant or agreement herein; Borrower acknowledges that it shall not prov ide any false information to Lender. Initials: __________ b. Borrower makes a general assignment for the benefit of its creditors other than Lender or commences or has commenced against it any proceeding under any title 11 of the United States Code or any similar law existing for the relief from creditors; Borrower acknowledges that it shall not file any bankruptcy proceeding. Initials: __________ c. A receiver or trustee is appointed for Borrower, or any proceeding is instituted for the dissolution or full or partial liquidation of Borrower; Borrower acknowledges that it shall not cause any proceeding to be filed leading to liquidation of its assets. Initials: __________ d. A sale or transfer is affected of Borrower in one or a series of related transactions of 5 0% or more of the interests of Borrower without the prior written approval of Lender; Borrower acknowledges that it shall not sell a majority of the company without Lender’s prior approval. Initials: __________ e. Any change occurs in Borrower’s business or business structure, expressly including its ownership or financial condition or there occurs any dispute between its principals/managers/officers, any of which (in Lender’s sole and absolute discretion) causes Lender to deem itself insecure; Borrower ackno wledges that it shall not change any material aspect of its business structure. Initials: __________ f. Any subordination agreement whereby any indebtedness of Borrower to any third party is subordinated to Borrower’s obligations to Lender is amended without Lender’s prior written consent of Lender or is breached or repudiated in any manner by Borrower; Borrower acknowledges that it shall not amend any subordination agreement without Lender’s prior approval. Initials: __________ g. Borrower retains or converts moneys properly due to Lender, including failing to repay all amounts outstanding hereunder on an Advance Maturity Date, the Facility Maturity Date, and/or when otherwise due hereunder; Borrower acknowledges that it shall not misappropriate any funds owed to Lender. Initials: __________ h. Any guarantor of Borrower’s obligations to Lender fails to perform or observe any obligation to Lender or notifies Lender of an intention to rescind, modify, terminate or revoke any guaranty, or any such guaranty ceases to be in full force and effect for any reason whatsoever; Borrower acknowledges that any breach by a guarantor is a default hereunder. Initials: __________ i. A federal, state, or local tax lien is filed against the Borrower, its principals, or any Collateral; Borrower acknowledges that it shall not cause any tax liens to be filed against it or its principals. Initials: __________ j. Borrower fails to timely furnish Lender with full financial statements as required in Section 3(c) hereinabove; or Borrower acknowledges that it shall provide full financial statements in timely fashion. Initials: __________ k. Borrower defaults under any other agreement or instrument under which Borrower owes or guarantees payment or performance. Docusign Envelope ID: 2669A38B-9BDE-44AB-BC1F-DBF57D47D565 LEGALIST_000037 Case 3:25-cv-00483-JAG Document 175-3 Filed 04/15/26 Page 5 of 15 PageID# 2713
Insurance and employment/tax covenants protect the lender; broad indemnity expressly excepts grossly negligent or fraudulent acts by the protected lender parties. Non-enforcement is not a continuing waiver under the stated clause. Email notices depend on recipient business hours, lender assignment to affiliates needs no prior notice, and borrower assignment requires written consent. Actual notice receipt or enforceability is not established here.
5 Borrower acknowledges that a default under any of its other agreements is a default hereunder. Initials: __________ l. Any of Borrower’s contracts with any Government Account Debtor are terminated. Borrower acknowledges that termination of any contract is grounds for default hereunder. Initials: __________ The foregoing acknowledgments are not intended to be, and shall not be construed as, an exhaustive list of all potential Events of Default. For the avoidance of doubt, each acknowledgment is in addition to, and not in lieu of, any Events of Default under t his Section 21. Borrower shall provide Lender immediate written notice of the occurrence of any Event of Default. After an Event of Default, Lender may suspend or terminate Lender’s obligations to make advances and/or render other services hereunder upon notice of termination to Borrower, after which all Advance Maturity Dates and the Facility Maturity Date shall be deemed to have occurred and Borrower shall be obligated, without further demand, protest, or notice of any kind, to pay immediately to Lender the full amount of its outstanding obligations hereunder. Upon the occurrence of an Event of Default, Lender may take all steps necessary or desirable to collect such amount, expressly including those in Section 15. After an Event of Default, Borrower, it s successors or assigns, shall be chargeable with and agrees to pay all costs of collection and defense, including attorneys’ fees and costs, actually incurred by Lender, all of which shall accrue interest at the rate specified in Section 22 herein below, through the date of repayment in full. 22. From the occurrence of an Event of Default until Borrower’s repayment in full of its obligations hereunder, any outstanding obligation shall accrue incremental interest of 4.75% per year, which shall (in addition to t he interest rate provided in Section 9.2 and any and all other amounts outstanding) compound and be capitalized monthly. 23. In the absence of conditions set forth in Section 21, Lender may terminate its obligations under this Agreement upon 120 days’ prior wr itten notice for any reason or no reason, with the full amount of Borrower’s outstanding obligations hereunder becoming immediately due and payable on the effective date of termination. 24. This agreement and the security interests hereby granted shall remain in effect until such time as the full amount of Borrower’s outstanding obligations hereunder have been repaid. INSURANCE REQUIREMENTS 25. Borrower shall provide Lender with proof of employee bonding (if required by its Government Account Debtors), workers compensation, and general liability insurance. Borrower shall notify Lender of any changes in insurance and shall ensure that Lender is named on the certificate of insurance list as certificate holder. INDEMNIFICATION 26. Borrower agrees and warrants that under n o circumstances shall its employees be considered employees of Lender for any purpose or reason. Such employees shall at all times be recognized as the employees of Borrower for all purposes. Borrower shall, promptly after each pay period as required, make payments to the Internal Revenue Service for federal taxes, to the applicable state authority for state taxes, and to any other governmental agency to which any tax or similar payment obligation is due with respect to its employees’ activities. Borrower s hall cause Lender to be given promptly suitable evidence of all such payments. 27. Borrower warrants and covenants that all of its employees are and shall remain legally entitled to be employed in the United States and agrees to defend and hold harmless Lender, its affiliates (expressly including Legalist, Inc.), and their respective directors, officers, investors, partners, employees, and agents for any failure by Borrower to comply with relevant immigration, non-discrimination, employment, and/or employee- benefit laws. 28. Without limiting any other rights hereunder or under applicable law, and without limiting Section 27, Borrower hereby agrees to indemnify Lender, its affiliates (expressly including Legalist, Inc.), and their respective directors, officers, inve stors, partners, employees, and agents, forthwith upon demand, from and against any and all damages, losses, claims, liabilities, and related fees, costs, and expenses, expressly including legal expenses awarded against or incurred by any of them arising o ut of or relating to the transactions hereby contemplated, in any way whatsoever. Notwithstanding the above, Borrower shall not indemnity if Lender, its affiliates (expressly including Legalist, Inc.), or their respective directors, officers, investors, pa rtners, employees, or agents have committed gross negligent or fraudulent acts in connection with this Agreement. NO WAIVER 29. The failure of Lender or Borrower to enforce any provision hereof, or the failure to exercise any right hereunder, shall apply only in the particular instance and shall not operate as a continuing waiver of rights. To the maximum extent permitted under applicable law, Borrower hereby irrevocably waives any and all rights and remedies n ow or hereafter conferred by statute or otherwise which may require Lender to (a) take any judicial proceedings in connection with any Collateral or otherwise use any Collateral in mitigation of Lender’s damages, (b) proceed against any person or entity li able for any obligations as a condition to or prior to proceeding hereunder, or (c) dispose of, sell, or otherwise realize on or collect or apply any personal property securing any obligation of Borrower, as a condition to or prior to proceeding against Borrower hereunder. NOTICE 30. All notices and other communications hereunder shall be sent by electronic mail and deemed effectively given (i) when sent, if sent during normal business hours of the recipient or (ii) if not sent during normal business hours, then on the recipient’s next business day. All communications shall be sent to the parties at the respective email addresses set forth on the signature page (or as subsequently modified by written notice given in accordance with this Section). ASSIGNMENT 31. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, Docusign Envelope ID: 2669A38B-9BDE-44AB-BC1F-DBF57D47D565 LEGALIST_000038 Case 3:25-cv-00483-JAG Document 175-3 Filed 04/15/26 Page 6 of 15 PageID# 2714
Disputes are assigned to one experienced JAMS arbitrator in New York with an expedited briefing/hearing/decision schedule, electronic service language and Delaware governing law. Authority, counsel/voluntary-declination representations and supersession terms follow. These are agreed provisions, not proof of an award, current litigation outcome or a universally valid service method.
6 representatives, and successors. Lender may assign its rights and obligations hereunder upon notice to Borrower; provided that assignments to an affiliate shall not require prior notice to be effective. 32. Any attempted assignment by Borrower of its rights or obligations under this Agreement without the prior written consent of Lender shall be null and void ab initio and without further effect. SEVERABILITY OF PROVISIONS 33. Each provision hereof shall be severable from every other provision for the purposes of determining legal enforceability of any such provision. DISPUTE RESOLUTION AND JUDICIAL ACTIONS 34. Any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in New York, New York before one arbitrator. 35. The parties agree that JAMS Alternative Dispute Resolution shall promptly appoint a single arbitrator with at least 20 years of experience in commercial litigation. Any such arbitration shall be conducted as follows: a. The arbitrator shall, within two days of appointment, conduct a conference call or meeting with the parties and/or their counsel to establish a schedule for receipt of simultaneous letter briefs not to exceed five single - spaced pages; b. The parties may submit reply letter briefs, not to exceed two single-spaced pages, before close of business on the day preceding an expedited hearing; c. The arbitrator shall, within eight days of appointment, conduct an expedited hearing and receive argument on the letter briefing; and d. The arbitrator shall, within 48 hours of such hearing, issue a written final decision, including reasoning, which shall be sent to and binding on the parties. 36. Service of any notice, including for service of process in any subsequent enforcement of the arbitration award in court may occur by electronic mail. The parties agree to submit to the personal jurisdiction of New York State for the purposes of such arbitration, and judgment upon any award rendered in such arbitration will be binding and may be entered in any court having jurisdiction thereof. 37. This Agreement shall be governed by the internal laws of the State of Delaware without respect to any rules regarding choice of law. AUTHORITY AND EFFECTIVENESS 38. Borrower hereby represents that it is a duly authorize d and existing entity in good standing under the laws of the jurisdiction of organization set forth on the signature page. The execution, delivery, and performance hereof and the other documents hereby contemplated are, and shall remain, within Borrower’s powers, have been duly authorized, and are not in contravention of any law, rule, or regulation, or the terms of any contract, agreement or undertaking to which Borrower is a party or by which it is bound. MISCELLANEOUS 39. Each party represents to the other parties that it (a) has read this agreement, (b) has been represented in the preparation, negotiation, and execution of this Agreement by legal counsel of the party’s own choice or has voluntarily declined to seek such counsel; (c) understands the terms an d consequences of this Agreement; and (d) is fully aware of the legal and binding effect of this Agreement. 40. This agreement supersedes all prior or contemporaneous agreements and understandings between the parties, verbal or written, express or implied, relating to the subject matter hereof. 41. Upon __________________, that certain Government Purchase Order Financing Agreement dated March 27, 2024 shall be amended, restated, and superseded in its entirety by this Agreement. Docusign Envelope ID: 2669A38B-9BDE-44AB-BC1F-DBF57D47D565 7/13/2024 LEGALIST_000039 Case 3:25-cv-00483-JAG Document 175-3 Filed 04/15/26 Page 7 of 15 PageID# 2715
Brian T. Rice signs for Legalist and Mark D. Schmidt signs for Cyberlux, Datron and the personal guaranty. Cyberlux is entered as Nevada and Datron as California; the main Datron title field is blank although later exhibit fields say CEO and President. The signature marks and printed capacities are visible, not independently authenticated through the missing DocuSign completion record.
7 IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of the first date written above. LENDER: LEGALIST SPV III, LP By _________________________ Name: Brian T. Rice Title: Authorized Signatory Address: 58 West Portal Ave. #747 San Francisco, CA 94127 Email: receivables@legalist.com BORROWER: CYBERLUX CORPORATION By _________________________ Name: Mark D. Schmidt Title: President and CEO Address: 800 Park Offices Dr., Ste. 3209 Research Triangle, NC 27709 Email: mschmidt@cyberlux.com Jurisdiction of Organization: __________________________ DATRON WORLD COMMUNICATIONS, INC. By _________________________ Name: Mark D. Schmidt Title: Address: 995 Joshua Way, Ste. A Vista, CA 92081 Email: mschmidt@cyberlux.com Jurisdiction of Organization: __________________________ Docusign Envelope ID: 2669A38B-9BDE-44AB-BC1F-DBF57D47D565 California Nevada LEGALIST_000040 Case 3:25-cv-00483-JAG Document 175-3 Filed 04/15/26 Page 8 of 15 PageID# 2716
Schmidt’s continuing guaranty covers payment/performance, future fluctuations and modifications, costs, postponed subrogation and personal collateral. Section 7 says enforcement only upon financing defaults under 21(a) or 21(g), without first proceeding against others. Section 11 separately uses broader default wording and a three-day notice-to-remedy sequence. Both provisions must be retained; the broad guaranty language cannot silently erase the express section 7 limitation.
AMENDED AND RESTATED GUARANTY OF FINANCING AGREEMENT This Amended and Restated Guaranty of Financing Agreement (the “Guaranty”) is made effective as of March 27, 2024 , by Mark D. Schmidt (“Guarantor”), in favor of Legalist SPV III, LP (“Lender”). Guarantor and Lender are collectively referred to as “Parties.” WHEREAS Lender has agreed to fund Cyberlux Corporation and Datron World Communications, Inc. (each and together, the “Company”) the sum of up to $ 7,000,000 (the “Investment”) pursuant to a n Amended and Restated Government Purchase Order Financing Agreement among the Company and Lender (as in effect from time to time, the “Agreement”), which is hereby incorporated by reference herein; WHEREAS, as a condition precedent to the Investment, Lender requires Guarantor to execute and perform in accordance with this Guaranty; and WHEREAS Guarantor desires to induce Lender to make the Investment in reliance on this Guaranty. Guaranty NOW, THEREFORE, in consideration of the Investment, and for other good and valuable cons ideration, the receipt and adequacy of which are hereby acknowledged, Guarantor agrees as follows: 1. Lender has agreed to make the Investment subject to the terms and conditions stated in the Agreement. 2. Guarantor hereby guarantees full and complete payment and performance of the Agreement by the Company, including prompt payment of the full amount of Company’s Indebtedness when due thereunder. For purposes of this Guaranty, the term “Indebtedness” means the obligation of the Company to pay all obligations to Lender thereunder on or before an Advance Maturity Date and/or the Facility Maturity Date (as defined in the Agreement). 3. This Guaranty shall continue in full force and effect until the Agreement has been fully performed and discharged. The Guarantor acknowledges that (i) there may be future advances under, or other amendments and modification to, the Agreement after the date hereof, (ii) the amount of the Indebtedness may fluctuate from time to time hereafter, and (iii) this Guaranty shall remain in force at all times hereafter with respect to all obligations under the Agreement, without the necessity of amending or modifying this Guaranty or entering into a new or separate agreement with respect thereto. 4. Guarantor agrees not to assert subrogation rights or any other rights of any kind against the Company, until the Agreement has been fully performed, and the Guarantor will take no action that may reasonably be expected to, or which does or shall, impair or limit Lender’s ability to recover thereunder. 5. In addition to the Indebtedness, the Guarantor agrees to pay all costs and expenses incurred by Lender in attempting to collect the Indebtedness and in enforcing this Guaranty. 6. This Guaranty shall inure to the benefit of Lender, its successors in interest and assigns and shall be binding upon the heirs, executors, administrators, and successors of Guarantor; provided this Guaranty may not be assig ned without prior written consent of Lender. 7. Lender may enforce this Guaranty only in the event of default under Sections 21(a) and (g) of the Agreement without being first required to proceed against the Company, any other party, or any other guarantor (if any) or to attempt to realize on any Collateral (as defined in the Agreement). The Guarantor shall not be entitled to satisfy this Guaranty by contributing ratably with any other guarantor or by otherwise paying less than the entire unpaid Indebtedness. Payment under this Guaranty shall be due immediately upon demand by Lender. 8. In the event of the death of the Guarantor, the obligation of the deceased hereunder shall continue in full force and effect against his or her estate as to any Agreement obligations that shall have been created or incurred by the Company or committed or promised to Lender in any other manner prior to the time when Lender shall have received notice in writing of such death. The executor or administrator of such estate shall be obligated and authorized to pay all Indebtedness and otherwise to satisfy the Company’s obligations under the Agreement. 9. This Guaranty is and is intended to be an absolute, unconditional and continuing guaranty which shall not be affected by any act or thing wh atsoever except as herein provided, and which shall be independent of and in addition to any other guaranty, endorsement or collateral held by Lender with respect to the Agreement or Indebtedness. Guarantor specifically acknowledges and agrees that, as lon g as the Company owes obligations under the Agreement, this Guaranty shall remain in full force and effect. The amount guaranteed hereby shall continue to be guaranteed notwithstanding prior or subsequent reduction of the Indebtedness by persons or from sources other than the Guarantor, so long as obligations remain under the Agreement. 10. To secure Guarantor’s obligations hereunder, Guarantor hereby pledges, assigns, and grants to Lender a security interest in and to any and all right, title, or interest of Guarantor, now existing or hereafter acquired, in all Accounts, Chattel Paper, Goods (including Inventory and Equipment), Instruments, Investment Property, Documents, and General Intangibles, and all Proceeds thereof. Capitalized terms used but not defined in this Section 10 have the meanings given to them in the Uniform Commercial Code. 11. Upon the occurrence of a default under the Agreement or hereunder, Lender may, at its option, call on this Guaranty, and, if it is not satisfied in full within three days of notice, Lender may proceed at any time thereafter to take any action permitted under the Uniform Commercial Code or other applicable law. 12. Notice to Guarantor should be sent to the email address set forth opposite Guarantor’s signature below. 13. This Guaranty shall be governed by the laws of the state of Delaware, without regard to any conflict of laws principles. 14. After an Event of Default, Guarantor, its successors or assigns, shall be chargeable with and agrees to pay all costs of collection and defense, in cluding attorneys’ fees and costs, Docusign Envelope ID: 2669A38B-9BDE-44AB-BC1F-DBF57D47D565 LEGALIST_000041 Case 3:25-cv-00483-JAG Document 175-3 Filed 04/15/26 Page 9 of 15 PageID# 2717
The guaranty restatement clause describes an earlier 27 March 2024 guaranty as between Legalist, Catalyst Machineworks and Datron, while this instrument’s guarantor is Schmidt and the financing borrowers are Cyberlux/Datron. The prior instrument and drafting history are absent, so that unusual named-party reference is not silently corrected or used to substitute a different guarantor.
9 actually incurred by Lender, all of which shall accrue interest at the rate specified in Section 22 of the Agreement, through the date of repayment in full. 15. This Guaranty may be transferred by Lender to any person or party in its sole discretion. 16. Any dispute, claim or controversy arising out of or relating to this Guaranty or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in New York, New York, pursuant to the dispute -resolution provisions of Agreement. 17. This Guaranty may be modified or amended if agreed to in writing by all Parties. This Guaranty represents the entire understanding of the Parties with respect to the subject matter hereof. There is no other prior or contemporaneous agreement, either written or oral, between the Parties with respect to this subject. This Guaranty shall supersede any and all previous agreements. 18. The Parties intend that this Guaranty be enforced to the greatest extent permitted by applicable law. Therefore, if any provision of this Guaranty, on its face or as applied to any person or circumstance, is or becomes unenforceable to any extent, the re mainder of this Guaranty and the application of that provision to other persons, circumstances, or extent will not be impaired. 19. Upon __________________, that certain Guaranty of Financing Agreement dated March 27, 2024 by and between Legalist SPV III, LP, Catalyst Machineworks, LLC, and Datron World Communications, Inc. shall be amended, restated, and superseded in its entirety by this Agreement. GUARANTOR: MARK D. SCHMIDT _________________________ Address: Email: mschmidt@cyberlux.com Jurisdiction of Residence: _______________________ Docusign Envelope ID: 2669A38B-9BDE-44AB-BC1F-DBF57D47D565 Pittsboro, NC 27312 1134 Fearrington Post North Carolina 7/13/2024 LEGALIST_000042 Case 3:25-cv-00483-JAG Document 175-3 Filed 04/15/26 Page 10 of 15 PageID# 2718
Exhibits A and B are borrowing-base and disbursement templates with blank amounts, dates and signatures. They contain no-default and warranty certifications but do not certify a completed draw. Typed Datron officer titles do not make the empty forms executed.
Exhibit A Borrowing Base Certificate Borrower: Cyberlux Corporation and Datron World Communications, Inc. Month Ending: ___________________ 1. Credit Limit: $_________ 2. Previous Balance (Balance from your last monthly loan report): $_________ 3. Collections (Any collections from last monthly loan report): $_________ a. Current Funded Contracts/PO (Advance Rate: 50%) i. Contract/PO: ___________________ 1. Total Amount of Contract/PO: $_________ 2. Outstanding on Contract/PO: $_________ 3. Remaining Availability: $_________ (Line 3(a)(i)(1) - Line 3(a)(i)(2) x Advance Rate) 4. New Request: $_________ 5. Collections: $_________ ii. Contract/PO: ___________________ 1. Outstanding on Contract/PO: $_________ 2. Remaining Availability: $_________ 3. New Request: $_________ 4. Collections: $_________ iii. Contract/PO: ___________________ 1. Outstanding on Contract/PO: $_________ 2. Remaining Availability: $_________ 3. New Request: $_________ 4. Collections: $_________ b. New Contracts/PO i. Contract/PO: ___________________ 1. Total Amount of Contracts: $_________ 2. Availability: $_________ (Line 3(b)(i)(1) x Advance Rate) 3. Requested Distribution: $_________ ii. Contract/PO: ___________________ Docusign Envelope ID: 2669A38B-9BDE-44AB-BC1F-DBF57D47D565 LEGALIST_000043 Case 3:25-cv-00483-JAG Document 175-3 Filed 04/15/26 Page 11 of 15 PageID# 2719
Exhibit C bears Rice and Schmidt signatures for the lender and both borrowers and assigns accounts identified in an enclosed notice, all unpaid amounts and proceeds, with a stated 48 CFR 32.805 purpose and no further assignment. The notice is not supplied; Schedule 1 merely says attach contracts/invoices and lists none. The signed instrument therefore does not identify a particular financed purchase order or establish counterparty/Government acknowledgement in this file.
Exhibit C Instrument of Assignment Reference is made to that certain Government Purchase Order Financing Agreement (the “ Agreement”), dated as of March 27, 2024, between Cyberlux Corporation and Datron World Communications, Inc., as assignor (“Assignor”), and Legalist SPV III, LP as assignee (“Assignee”). Capitalized terms used but not defined herein have the meanings assigned to them in the Agreement. For good and valuable consideration, the receipt and suffi ciency of which are hereby acknowledged, Assignor and Assignee agree as follows: 1. Assignor hereby collaterally assigns to Assignee all right and title to, and interest in, any account(s) indicated in the enc losed Notice of Assignment, all rights to payment therefrom, and all proceeds thereof (all as set forth in greater detail in the Agreement). 2. The parties confirm that this instrument is intended to function as an “ instrument of assignment ” within the meaning of 48 CFR § 32.805. 3. The assignment (a) covers all unpaid amounts; (b) is made only to Assignee; and (c) is not subject to further assignment. 4. Assignor hereby ratifies its irrevocable appointment of Assignee as its agent and true and lawful attorney in fact for purpos es hereof, including submitting evidence of this assignment to Assignor's contract counterparties. 5. Nothing herein shall supersede or change the Agreement, and both the Agreement and this instrument shall be interpreted together as one document. LENDER: LEGALIST SPV III, LP By _________________________ Name: Brian T. Rice Title: Authorized Signatory Address: 58 West Portal Ave. #747 San Francisco, CA 94127 Email: receivables@legalist.com BORROWER: CYBERLUX CORPORATION By _________________________* Name: Mark D. Schmidt Title: President and CEO Address: 800 Park Offices Dr., Ste. 3209 Research Triangle, NC 27709 Email: mschmidt@cyberlux.com DATRON WORLD COMMUNICATIONS, INC. By _________________________* Name: Mark D. Schmidt Title: Address: 995 Joshua Way, Ste. A Vista, CA 92081 Email: mschmidt@cyberlux.com *Authorized representative and corporate secretary Docusign Envelope ID: 2669A38B-9BDE-44AB-BC1F-DBF57D47D565 Ceo & President LEGALIST_000046 Case 3:25-cv-00483-JAG Document 175-3 Filed 04/15/26 Page 14 of 15 PageID# 2722
Legalist SPV III, LP is lender; Cyberlux and Datron World Communications are each and together Borrower. The facility is a revolving maximum $7 million for a stated one-year period, with availability capped at 50% of eligible, undisputed government-related purchase orders less outstanding amounts. The limit and eligibility formula do not show actual draws, a $7 million funded balance or maturity under any later amendment.
AMENDED AND RESTATED GOVERNMENT PURCHASE ORDER FINANCING AGREEMENT This Amended and Restated Government Purchase Order Financing Agreement (“ Agreement”) is made effective as of March 27, 2024 by and between Legalist SPV III, LP (“Lender”) and Cyberlux Corporation and Datron World Communications, Inc. (each and together, “Borrower”). Lender hereby agrees to provide Borrower the services specified in this Agreement and establishes for a period extending one year from the date hereof (the “ Facility Maturity Date”) a revolving line of credit for Borrower in the aggregate maximum principal amount of $7,000,000 (the “Credit Limit”). ACCOUNTS MANAGEMENT 1. Borrower shall, before execution of any agreement with a government-related customer (each, a “ Government Account Debtor”) in connection with which Borrower desires Lender to provide financing under this Agreement, provide to Lender the Government Account Debtor’s contact information, material evidencing any contract with the Government Account Debtor, and other information that may be requested. Lender may conduct due diligence of such Government Account Debtor. Lender may establish or modify a maximum credit limit for any Government Account Debtor, without waiving its right at any subsequent time to terminate or modify any prior acceptance. 2. Borrower shall provide to Lender by or before fifteen (15) days after the last business day of each month: a. Details of all obligations (including, but not limited to, invoices, aging reports, and related information) of Government Account Debtors; b. Details of all accounts payable obligations of Borrower relating thereto; c. A completed Borrowing Base Certificate in the form attached as Exhibit A; d. If applicable, a completed Request for Disbursement in the form attached as Exhibit B; and e. Such other information as Lender may reasonably request (collectively, an “Information Request”). 3. Borrower warrants and guarantees, by submission of an Advance Request, that: a. The services described therein were (or, as applicable, shall be) in fact rendered and that the Eligible Purchase Orders (defined below) evidenced thereby are and will continue to be genuine, bona fide, and collectable and without right of offset, counterclaim, or right of return or cancellation; and b. If it is notified of any dispute, or of any right of offset, counterclaim, or right of return or cancellation against any Government Account Debtor ’s obligation to Borrower, it will immediately notify Lender in writing. c. In addition to Borrower’s obligation to provide a monthly Information Request to Lender, Borrower hereby agrees that it shall also furnish Lender with full financial statements (expressly including proof of payment and/or compliance with all federal, state and/or local tax requirements not later than the forty fifth (45th) day after the end of each calendar quarter) that Borrower keeps in the ordinary course of business in accordance with generally accepted accounting principles consistently applied, and Borrower shall certify that all information contained therein is and shall be true and correct (“ Quarterly Reporting Obligation ”). In addition to any Quarterly Reporting Obligation, Borrower further agrees to provide Lender with a copy of the Borr ower’s books and records otherwise due in connection with any Quarterly Reporting Obligation promptly upon demand at any time upon reasonable notice to Borrower. 4. By or before fifteen (15) days after the last business day of each month, Lender shall provide to Borrower a monthly report (each a “Loan Report”) detailing the current state of Borrower’s account with Lender based upon documentation then provided by Borrower to Lender, including balance, individual transactions, then-available loan amount under the Credit Limit, and related information. Borrower shall notify Lender within five (5) days of delivery if it disputes any part of a Loan Report. The Loan Report shall be deemed correct and binding upon Borrower and shall constitute an account stated between the parties hereto unless Lender receives Borrower’s written statement of exceptions within five (5) days after Borrower’s receipt of same. 5. Borrower agrees that all invoices to Government Account Debtors shall designate Borrower as the sole named payee together with the following wiring instructions (as Borrower may update from time to time): Bank: Silicon Valley Bank Account Name: Legalist SPV III, LP Account No: ABA No: Borrower further agrees that all payments made hereunder shall be made pursuant to the foregoing wire instructions only. Lender is unable to accept payment by check. 6. If any payment on an Eligible Purchase Order is received by Borrower, it shall: a. Hold such payment irrevocably in trust for Lender, separate and apart from Borrower’s own funds; b. Deliver such payment within one (1) business day to Lender pursuant to the wire instructions contained in Section 5 hereinabove; and c. Immediately notify the payee in writing to send future payments to Lender pursuant to such wire instructions. 7. Borrower shall designate Lender as a point of contact with all Government Account Debtors and execute all authorizations or other docume nts requested to establish and maintain Lender’s authority to accept, endorse, and deposit all Government Account Debtor remittances to its own bank account. Borrower hereby appoints Lender its agent for the purpose of executing all such authorizations and other documents. ADVANCES; COMPENSATION TO LENDER 8. Upon Lender’s receipt of a request for disbursement, by and through the submission of the Request for Disbursement form attached as Exhibit B, current accounts receivable aging, current accounts payable ag ing, and any applicable related contracts Docusign Envelope ID: 2669A38B-9BDE-44AB-BC1F-DBF57D47D565 LEGALIST_000034 Case 3:25-cv-00483-JAG Document 175-3 Filed 04/15/26 Page 2 of 15 PageID# 2710
Borrower must supply customer/contract information and monthly obligations, payables and borrowing-base material within 15 days after month-end, and quarterly financial/tax reporting within 45 days. Advance requests reaffirm genuine, collectable and non-disputed orders; disputes require immediate written notice. A draw also requires diligence and satisfactory counterparty acknowledgement of an executed assignment, with no more than one request processed each calendar week.
AMENDED AND RESTATED GOVERNMENT PURCHASE ORDER FINANCING AGREEMENT This Amended and Restated Government Purchase Order Financing Agreement (“ Agreement”) is made effective as of March 27, 2024 by and between Legalist SPV III, LP (“Lender”) and Cyberlux Corporation and Datron World Communications, Inc. (each and together, “Borrower”). Lender hereby agrees to provide Borrower the services specified in this Agreement and establishes for a period extending one year from the date hereof (the “ Facility Maturity Date”) a revolving line of credit for Borrower in the aggregate maximum principal amount of $7,000,000 (the “Credit Limit”). ACCOUNTS MANAGEMENT 1. Borrower shall, before execution of any agreement with a government-related customer (each, a “ Government Account Debtor”) in connection with which Borrower desires Lender to provide financing under this Agreement, provide to Lender the Government Account Debtor’s contact information, material evidencing any contract with the Government Account Debtor, and other information that may be requested. Lender may conduct due diligence of such Government Account Debtor. Lender may establish or modify a maximum credit limit for any Government Account Debtor, without waiving its right at any subsequent time to terminate or modify any prior acceptance. 2. Borrower shall provide to Lender by or before fifteen (15) days after the last business day of each month: a. Details of all obligations (including, but not limited to, invoices, aging reports, and related information) of Government Account Debtors; b. Details of all accounts payable obligations of Borrower relating thereto; c. A completed Borrowing Base Certificate in the form attached as Exhibit A; d. If applicable, a completed Request for Disbursement in the form attached as Exhibit B; and e. Such other information as Lender may reasonably request (collectively, an “Information Request”). 3. Borrower warrants and guarantees, by submission of an Advance Request, that: a. The services described therein were (or, as applicable, shall be) in fact rendered and that the Eligible Purchase Orders (defined below) evidenced thereby are and will continue to be genuine, bona fide, and collectable and without right of offset, counterclaim, or right of return or cancellation; and b. If it is notified of any dispute, or of any right of offset, counterclaim, or right of return or cancellation against any Government Account Debtor ’s obligation to Borrower, it will immediately notify Lender in writing. c. In addition to Borrower’s obligation to provide a monthly Information Request to Lender, Borrower hereby agrees that it shall also furnish Lender with full financial statements (expressly including proof of payment and/or compliance with all federal, state and/or local tax requirements not later than the forty fifth (45th) day after the end of each calendar quarter) that Borrower keeps in the ordinary course of business in accordance with generally accepted accounting principles consistently applied, and Borrower shall certify that all information contained therein is and shall be true and correct (“ Quarterly Reporting Obligation ”). In addition to any Quarterly Reporting Obligation, Borrower further agrees to provide Lender with a copy of the Borr ower’s books and records otherwise due in connection with any Quarterly Reporting Obligation promptly upon demand at any time upon reasonable notice to Borrower. 4. By or before fifteen (15) days after the last business day of each month, Lender shall provide to Borrower a monthly report (each a “Loan Report”) detailing the current state of Borrower’s account with Lender based upon documentation then provided by Borrower to Lender, including balance, individual transactions, then-available loan amount under the Credit Limit, and related information. Borrower shall notify Lender within five (5) days of delivery if it disputes any part of a Loan Report. The Loan Report shall be deemed correct and binding upon Borrower and shall constitute an account stated between the parties hereto unless Lender receives Borrower’s written statement of exceptions within five (5) days after Borrower’s receipt of same. 5. Borrower agrees that all invoices to Government Account Debtors shall designate Borrower as the sole named payee together with the following wiring instructions (as Borrower may update from time to time): Bank: Silicon Valley Bank Account Name: Legalist SPV III, LP Account No: ABA No: Borrower further agrees that all payments made hereunder shall be made pursuant to the foregoing wire instructions only. Lender is unable to accept payment by check. 6. If any payment on an Eligible Purchase Order is received by Borrower, it shall: a. Hold such payment irrevocably in trust for Lender, separate and apart from Borrower’s own funds; b. Deliver such payment within one (1) business day to Lender pursuant to the wire instructions contained in Section 5 hereinabove; and c. Immediately notify the payee in writing to send future payments to Lender pursuant to such wire instructions. 7. Borrower shall designate Lender as a point of contact with all Government Account Debtors and execute all authorizations or other docume nts requested to establish and maintain Lender’s authority to accept, endorse, and deposit all Government Account Debtor remittances to its own bank account. Borrower hereby appoints Lender its agent for the purpose of executing all such authorizations and other documents. ADVANCES; COMPENSATION TO LENDER 8. Upon Lender’s receipt of a request for disbursement, by and through the submission of the Request for Disbursement form attached as Exhibit B, current accounts receivable aging, current accounts payable ag ing, and any applicable related contracts Docusign Envelope ID: 2669A38B-9BDE-44AB-BC1F-DBF57D47D565 LEGALIST_000034 Case 3:25-cv-00483-JAG Document 175-3 Filed 04/15/26 Page 2 of 15 PageID# 2710
Lender must provide monthly loan reports on the stated 15-day timetable; a report becomes contractually binding/account stated absent written exceptions within five days of receipt. The exhibit contains no actual report, delivery proof or exceptions, so this clause does not itself fix an account balance.
AMENDED AND RESTATED GOVERNMENT PURCHASE ORDER FINANCING AGREEMENT This Amended and Restated Government Purchase Order Financing Agreement (“ Agreement”) is made effective as of March 27, 2024 by and between Legalist SPV III, LP (“Lender”) and Cyberlux Corporation and Datron World Communications, Inc. (each and together, “Borrower”). Lender hereby agrees to provide Borrower the services specified in this Agreement and establishes for a period extending one year from the date hereof (the “ Facility Maturity Date”) a revolving line of credit for Borrower in the aggregate maximum principal amount of $7,000,000 (the “Credit Limit”). ACCOUNTS MANAGEMENT 1. Borrower shall, before execution of any agreement with a government-related customer (each, a “ Government Account Debtor”) in connection with which Borrower desires Lender to provide financing under this Agreement, provide to Lender the Government Account Debtor’s contact information, material evidencing any contract with the Government Account Debtor, and other information that may be requested. Lender may conduct due diligence of such Government Account Debtor. Lender may establish or modify a maximum credit limit for any Government Account Debtor, without waiving its right at any subsequent time to terminate or modify any prior acceptance. 2. Borrower shall provide to Lender by or before fifteen (15) days after the last business day of each month: a. Details of all obligations (including, but not limited to, invoices, aging reports, and related information) of Government Account Debtors; b. Details of all accounts payable obligations of Borrower relating thereto; c. A completed Borrowing Base Certificate in the form attached as Exhibit A; d. If applicable, a completed Request for Disbursement in the form attached as Exhibit B; and e. Such other information as Lender may reasonably request (collectively, an “Information Request”). 3. Borrower warrants and guarantees, by submission of an Advance Request, that: a. The services described therein were (or, as applicable, shall be) in fact rendered and that the Eligible Purchase Orders (defined below) evidenced thereby are and will continue to be genuine, bona fide, and collectable and without right of offset, counterclaim, or right of return or cancellation; and b. If it is notified of any dispute, or of any right of offset, counterclaim, or right of return or cancellation against any Government Account Debtor ’s obligation to Borrower, it will immediately notify Lender in writing. c. In addition to Borrower’s obligation to provide a monthly Information Request to Lender, Borrower hereby agrees that it shall also furnish Lender with full financial statements (expressly including proof of payment and/or compliance with all federal, state and/or local tax requirements not later than the forty fifth (45th) day after the end of each calendar quarter) that Borrower keeps in the ordinary course of business in accordance with generally accepted accounting principles consistently applied, and Borrower shall certify that all information contained therein is and shall be true and correct (“ Quarterly Reporting Obligation ”). In addition to any Quarterly Reporting Obligation, Borrower further agrees to provide Lender with a copy of the Borr ower’s books and records otherwise due in connection with any Quarterly Reporting Obligation promptly upon demand at any time upon reasonable notice to Borrower. 4. By or before fifteen (15) days after the last business day of each month, Lender shall provide to Borrower a monthly report (each a “Loan Report”) detailing the current state of Borrower’s account with Lender based upon documentation then provided by Borrower to Lender, including balance, individual transactions, then-available loan amount under the Credit Limit, and related information. Borrower shall notify Lender within five (5) days of delivery if it disputes any part of a Loan Report. The Loan Report shall be deemed correct and binding upon Borrower and shall constitute an account stated between the parties hereto unless Lender receives Borrower’s written statement of exceptions within five (5) days after Borrower’s receipt of same. 5. Borrower agrees that all invoices to Government Account Debtors shall designate Borrower as the sole named payee together with the following wiring instructions (as Borrower may update from time to time): Bank: Silicon Valley Bank Account Name: Legalist SPV III, LP Account No: ABA No: Borrower further agrees that all payments made hereunder shall be made pursuant to the foregoing wire instructions only. Lender is unable to accept payment by check. 6. If any payment on an Eligible Purchase Order is received by Borrower, it shall: a. Hold such payment irrevocably in trust for Lender, separate and apart from Borrower’s own funds; b. Deliver such payment within one (1) business day to Lender pursuant to the wire instructions contained in Section 5 hereinabove; and c. Immediately notify the payee in writing to send future payments to Lender pursuant to such wire instructions. 7. Borrower shall designate Lender as a point of contact with all Government Account Debtors and execute all authorizations or other docume nts requested to establish and maintain Lender’s authority to accept, endorse, and deposit all Government Account Debtor remittances to its own bank account. Borrower hereby appoints Lender its agent for the purpose of executing all such authorizations and other documents. ADVANCES; COMPENSATION TO LENDER 8. Upon Lender’s receipt of a request for disbursement, by and through the submission of the Request for Disbursement form attached as Exhibit B, current accounts receivable aging, current accounts payable ag ing, and any applicable related contracts Docusign Envelope ID: 2669A38B-9BDE-44AB-BC1F-DBF57D47D565 LEGALIST_000034 Case 3:25-cv-00483-JAG Document 175-3 Filed 04/15/26 Page 2 of 15 PageID# 2710
Invoices name Borrower as payee but direct wires to Legalist’s Silicon Valley Bank account. Eligible-order payments received by Borrower must be held separately in trust for Lender, delivered within one business day and followed by written redirection notice. Excess collections are to return to Cyberlux at Huntington Bank. Account and routing numbers are visibly redacted; these are payment instructions, not proof of actual transfers or a Government-owned trust.
AMENDED AND RESTATED GOVERNMENT PURCHASE ORDER FINANCING AGREEMENT This Amended and Restated Government Purchase Order Financing Agreement (“ Agreement”) is made effective as of March 27, 2024 by and between Legalist SPV III, LP (“Lender”) and Cyberlux Corporation and Datron World Communications, Inc. (each and together, “Borrower”). Lender hereby agrees to provide Borrower the services specified in this Agreement and establishes for a period extending one year from the date hereof (the “ Facility Maturity Date”) a revolving line of credit for Borrower in the aggregate maximum principal amount of $7,000,000 (the “Credit Limit”). ACCOUNTS MANAGEMENT 1. Borrower shall, before execution of any agreement with a government-related customer (each, a “ Government Account Debtor”) in connection with which Borrower desires Lender to provide financing under this Agreement, provide to Lender the Government Account Debtor’s contact information, material evidencing any contract with the Government Account Debtor, and other information that may be requested. Lender may conduct due diligence of such Government Account Debtor. Lender may establish or modify a maximum credit limit for any Government Account Debtor, without waiving its right at any subsequent time to terminate or modify any prior acceptance. 2. Borrower shall provide to Lender by or before fifteen (15) days after the last business day of each month: a. Details of all obligations (including, but not limited to, invoices, aging reports, and related information) of Government Account Debtors; b. Details of all accounts payable obligations of Borrower relating thereto; c. A completed Borrowing Base Certificate in the form attached as Exhibit A; d. If applicable, a completed Request for Disbursement in the form attached as Exhibit B; and e. Such other information as Lender may reasonably request (collectively, an “Information Request”). 3. Borrower warrants and guarantees, by submission of an Advance Request, that: a. The services described therein were (or, as applicable, shall be) in fact rendered and that the Eligible Purchase Orders (defined below) evidenced thereby are and will continue to be genuine, bona fide, and collectable and without right of offset, counterclaim, or right of return or cancellation; and b. If it is notified of any dispute, or of any right of offset, counterclaim, or right of return or cancellation against any Government Account Debtor ’s obligation to Borrower, it will immediately notify Lender in writing. c. In addition to Borrower’s obligation to provide a monthly Information Request to Lender, Borrower hereby agrees that it shall also furnish Lender with full financial statements (expressly including proof of payment and/or compliance with all federal, state and/or local tax requirements not later than the forty fifth (45th) day after the end of each calendar quarter) that Borrower keeps in the ordinary course of business in accordance with generally accepted accounting principles consistently applied, and Borrower shall certify that all information contained therein is and shall be true and correct (“ Quarterly Reporting Obligation ”). In addition to any Quarterly Reporting Obligation, Borrower further agrees to provide Lender with a copy of the Borr ower’s books and records otherwise due in connection with any Quarterly Reporting Obligation promptly upon demand at any time upon reasonable notice to Borrower. 4. By or before fifteen (15) days after the last business day of each month, Lender shall provide to Borrower a monthly report (each a “Loan Report”) detailing the current state of Borrower’s account with Lender based upon documentation then provided by Borrower to Lender, including balance, individual transactions, then-available loan amount under the Credit Limit, and related information. Borrower shall notify Lender within five (5) days of delivery if it disputes any part of a Loan Report. The Loan Report shall be deemed correct and binding upon Borrower and shall constitute an account stated between the parties hereto unless Lender receives Borrower’s written statement of exceptions within five (5) days after Borrower’s receipt of same. 5. Borrower agrees that all invoices to Government Account Debtors shall designate Borrower as the sole named payee together with the following wiring instructions (as Borrower may update from time to time): Bank: Silicon Valley Bank Account Name: Legalist SPV III, LP Account No: ABA No: Borrower further agrees that all payments made hereunder shall be made pursuant to the foregoing wire instructions only. Lender is unable to accept payment by check. 6. If any payment on an Eligible Purchase Order is received by Borrower, it shall: a. Hold such payment irrevocably in trust for Lender, separate and apart from Borrower’s own funds; b. Deliver such payment within one (1) business day to Lender pursuant to the wire instructions contained in Section 5 hereinabove; and c. Immediately notify the payee in writing to send future payments to Lender pursuant to such wire instructions. 7. Borrower shall designate Lender as a point of contact with all Government Account Debtors and execute all authorizations or other docume nts requested to establish and maintain Lender’s authority to accept, endorse, and deposit all Government Account Debtor remittances to its own bank account. Borrower hereby appoints Lender its agent for the purpose of executing all such authorizations and other documents. ADVANCES; COMPENSATION TO LENDER 8. Upon Lender’s receipt of a request for disbursement, by and through the submission of the Request for Disbursement form attached as Exhibit B, current accounts receivable aging, current accounts payable ag ing, and any applicable related contracts Docusign Envelope ID: 2669A38B-9BDE-44AB-BC1F-DBF57D47D565 LEGALIST_000034 Case 3:25-cv-00483-JAG Document 175-3 Filed 04/15/26 Page 2 of 15 PageID# 2710
Interest is expressed as daily US prime divided by 365 plus 0.0164%, with stated payment dates. A 1% commitment fee on the $7 million limit is deemed earned and payable in twelve instalments; utilisation of 50–75% or at least 75% reduces the annualised rate by 50 or 75 basis points. Default adds 4.75% annually with monthly capitalisation. Actual accrual requires dated draws, rates, utilisation, defaults, payments and any amendments; the agreement is not a payoff calculation.
2 and/or purchase orders not previously provided to Lender (collectively, an “ Advance Request ”) and the completion of Lender’s due diligence relating thereto, and the receipt by Lender of a satisfactory counterparty acknowledgement of an executed Instrument of Assignment in the form attached as Exhibit C, Lender shall promptly disburse the requested amount to Borrower, subject to the terms hereof. LENDER SHALL NOT PROCESS MORE THAN ONE ADVANCE REQUEST PER CALENDAR WEEK. 9. Borrower agrees, in consideration for funds loaned to it by Lender under this Agreement, to pay to Lender the following amounts (pursuant to the wire instructions in Section 5) to be charged thereon: 9.1 Subject to the Credit Limit, the total amount of funding available to Borrower hereunder shall be 50% of the face value of each eligible purchase order, task order, delivery order, or statement of work related to existing government contracts that (x) has not been disqualified by Lender for credit reasons and (y) is not disputed by the Government Account Debtor (collectively, the “Eligible Purchase Orders”); less amounts outstanding hereunder. 9.2 Interest on outstanding principal balances shall accrue daily at the U.S. prime rate in effect from time to time (divided by 365) plus 0.0 164%, with interest accrued in a given calendar month due and payable in arrears on the earlier to occur of the Facility Maturity Date or the last business day of the following month (the earlier of such date, the “Advance Maturity Date”). 9.3 Omitted. 9.4 A commitment fee equal to 1.00% of the Credit Limit shall be deemed fully earned by Lender on the date hereof and due and payable in 12 equal monthly installments beginning upon the first Advance Maturity Date. 9.5 When advanced amounts outstanding hereunder (a) total between 50% and 75% of the Credit Limit, the annualized interest rate in Section 9.2 shall be reduced by 50 basis points and (b) total at least 75% of the Credit Limit, the annualized interest rate in Section 9.2 shall be reduced by 75 basis points. 9.6 Borrower’s aggregate obligations hereunder shall not exceed, without Lender’s prior written approval, the Credit Limit. If such obligations either exceed the Credit Limit or individual advances exceed the percentages in Section 9.1, Lender shall have no obligation to further fund until Borrower pays the amount of excess, which Borrower hereby agrees to pay upon demand. 9.7 All amounts described in this Section 9 (together with all other amounts owing hereunder) not due on an Advance Maturity Date shall be due and payable upon the Facility Maturity Date. 9.8 Collections received by Lender in excess of amounts then owed by Borrower will be remitted to Borrower in due course pursuant to the following wire instructions: Bank: Account Name: Account No: ABA No: COLLATERAL 10. Borrower hereby grants to Lender a continuing lien on and security interest in all assets of Borrower, including its now existing and hereafter arising rights and interests in the following, wherever located: all goods, accounts, accounts receivable, equipment, inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, general intangibles, commercial tort claims, documents, instrume nts (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all o ther investment property, supporting obligations, and financial assets; and all Borrower’s books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, acc essions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing (collectively, the “Collateral”). 11. Borrower shall not encumber any Collateral except for the grant description in Section 10. To the exte nt that a security interest(s) of a third party predates this Agreement and involves the Collateral described in Section 10, as a condition to funding described in Section 9, Borrower shall obtain and provide Lender with a subordination agreement with resp ect to the Collateral in form and substance acceptable to Lender in its sole discretion upon its request , except that Borrower shall not be required to obtain any subordination agreement from, or with respect to the alleged liens and/or security interests asserted by, Atlantic Wave Holdings, LLC and/or Secure Community, LLC and/or Strikepoint Consulting LLC (collectively, the “ Atlantic Wave Parties”), which asserted liens and/or security interests (the “Atlantic Wave Liens”) are described in, and disputed in whole and/or in part by Borrower in, among other things, (a) that certain civil proceeding commenced by the Atlantic Wave Parties against Borrower and Mar k D. Schmidt, removed to the United States District Court for the Southern Dist rict of California on or about January 30, 2024 and there bearing case no. 3:24-cv-00196-RBM- VET, and (b) that certain civil proceeding commenced by the Atlantic Wave Parties against Borrower and Mark D. Schmidt, removed to the United States District Court for the Southern District of California on or about March 11, 2024 and there bearing case no. 3:24 -cv-00482-RBM-VET (collectively, the “Atlantic Wave Litigation”). 12. Lender shall have the continuing and exclusive right to reapply or reverse and reapply any payment by or on behalf of Borrower to any portion of Borrower’s obligations hereunder if a payment or proceeds thereof, or any part thereof, is subsequently invalidated, declared to be fraudulent or preferential, set aside, or required to be repaid (including to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause). In such event, to the extent of such a mount received, the obligations hereunder shall be revived and continue in full force and effect, as if such payment or proceeds had not been received. 13. Omitted. Docusign Envelope ID: 2669A38B-9BDE-44AB-BC1F-DBF57D47D565 Cyberlux Corporation Huntington Bank LEGALIST_000035 Case 3:25-cv-00483-JAG Document 175-3 Filed 04/15/26 Page 3 of 15 PageID# 2711
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.
2 and/or purchase orders not previously provided to Lender (collectively, an “ Advance Request ”) and the completion of Lender’s due diligence relating thereto, and the receipt by Lender of a satisfactory counterparty acknowledgement of an executed Instrument of Assignment in the form attached as Exhibit C, Lender shall promptly disburse the requested amount to Borrower, subject to the terms hereof. LENDER SHALL NOT PROCESS MORE THAN ONE ADVANCE REQUEST PER CALENDAR WEEK. 9. Borrower agrees, in consideration for funds loaned to it by Lender under this Agreement, to pay to Lender the following amounts (pursuant to the wire instructions in Section 5) to be charged thereon: 9.1 Subject to the Credit Limit, the total amount of funding available to Borrower hereunder shall be 50% of the face value of each eligible purchase order, task order, delivery order, or statement of work related to existing government contracts that (x) has not been disqualified by Lender for credit reasons and (y) is not disputed by the Government Account Debtor (collectively, the “Eligible Purchase Orders”); less amounts outstanding hereunder. 9.2 Interest on outstanding principal balances shall accrue daily at the U.S. prime rate in effect from time to time (divided by 365) plus 0.0 164%, with interest accrued in a given calendar month due and payable in arrears on the earlier to occur of the Facility Maturity Date or the last business day of the following month (the earlier of such date, the “Advance Maturity Date”). 9.3 Omitted. 9.4 A commitment fee equal to 1.00% of the Credit Limit shall be deemed fully earned by Lender on the date hereof and due and payable in 12 equal monthly installments beginning upon the first Advance Maturity Date. 9.5 When advanced amounts outstanding hereunder (a) total between 50% and 75% of the Credit Limit, the annualized interest rate in Section 9.2 shall be reduced by 50 basis points and (b) total at least 75% of the Credit Limit, the annualized interest rate in Section 9.2 shall be reduced by 75 basis points. 9.6 Borrower’s aggregate obligations hereunder shall not exceed, without Lender’s prior written approval, the Credit Limit. If such obligations either exceed the Credit Limit or individual advances exceed the percentages in Section 9.1, Lender shall have no obligation to further fund until Borrower pays the amount of excess, which Borrower hereby agrees to pay upon demand. 9.7 All amounts described in this Section 9 (together with all other amounts owing hereunder) not due on an Advance Maturity Date shall be due and payable upon the Facility Maturity Date. 9.8 Collections received by Lender in excess of amounts then owed by Borrower will be remitted to Borrower in due course pursuant to the following wire instructions: Bank: Account Name: Account No: ABA No: COLLATERAL 10. Borrower hereby grants to Lender a continuing lien on and security interest in all assets of Borrower, including its now existing and hereafter arising rights and interests in the following, wherever located: all goods, accounts, accounts receivable, equipment, inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, general intangibles, commercial tort claims, documents, instrume nts (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all o ther investment property, supporting obligations, and financial assets; and all Borrower’s books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, acc essions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing (collectively, the “Collateral”). 11. Borrower shall not encumber any Collateral except for the grant description in Section 10. To the exte nt that a security interest(s) of a third party predates this Agreement and involves the Collateral described in Section 10, as a condition to funding described in Section 9, Borrower shall obtain and provide Lender with a subordination agreement with resp ect to the Collateral in form and substance acceptable to Lender in its sole discretion upon its request , except that Borrower shall not be required to obtain any subordination agreement from, or with respect to the alleged liens and/or security interests asserted by, Atlantic Wave Holdings, LLC and/or Secure Community, LLC and/or Strikepoint Consulting LLC (collectively, the “ Atlantic Wave Parties”), which asserted liens and/or security interests (the “Atlantic Wave Liens”) are described in, and disputed in whole and/or in part by Borrower in, among other things, (a) that certain civil proceeding commenced by the Atlantic Wave Parties against Borrower and Mar k D. Schmidt, removed to the United States District Court for the Southern Dist rict of California on or about January 30, 2024 and there bearing case no. 3:24-cv-00196-RBM- VET, and (b) that certain civil proceeding commenced by the Atlantic Wave Parties against Borrower and Mark D. Schmidt, removed to the United States District Court for the Southern District of California on or about March 11, 2024 and there bearing case no. 3:24 -cv-00482-RBM-VET (collectively, the “Atlantic Wave Litigation”). 12. Lender shall have the continuing and exclusive right to reapply or reverse and reapply any payment by or on behalf of Borrower to any portion of Borrower’s obligations hereunder if a payment or proceeds thereof, or any part thereof, is subsequently invalidated, declared to be fraudulent or preferential, set aside, or required to be repaid (including to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause). In such event, to the extent of such a mount received, the obligations hereunder shall be revived and continue in full force and effect, as if such payment or proceeds had not been received. 13. Omitted. Docusign Envelope ID: 2669A38B-9BDE-44AB-BC1F-DBF57D47D565 Cyberlux Corporation Huntington Bank LEGALIST_000035 Case 3:25-cv-00483-JAG Document 175-3 Filed 04/15/26 Page 3 of 15 PageID# 2711
Avoided or clawed-back payments may revive debt and security; the lender has payment-redirection and collection powers, with specified attorney-in-fact powers after default. Borrower may not settle, discount or extend eligible orders without prior written consent and promises collection cooperation. These clauses do not establish an actual assignment notice, waiver, collection or third-party consent.
2 and/or purchase orders not previously provided to Lender (collectively, an “ Advance Request ”) and the completion of Lender’s due diligence relating thereto, and the receipt by Lender of a satisfactory counterparty acknowledgement of an executed Instrument of Assignment in the form attached as Exhibit C, Lender shall promptly disburse the requested amount to Borrower, subject to the terms hereof. LENDER SHALL NOT PROCESS MORE THAN ONE ADVANCE REQUEST PER CALENDAR WEEK. 9. Borrower agrees, in consideration for funds loaned to it by Lender under this Agreement, to pay to Lender the following amounts (pursuant to the wire instructions in Section 5) to be charged thereon: 9.1 Subject to the Credit Limit, the total amount of funding available to Borrower hereunder shall be 50% of the face value of each eligible purchase order, task order, delivery order, or statement of work related to existing government contracts that (x) has not been disqualified by Lender for credit reasons and (y) is not disputed by the Government Account Debtor (collectively, the “Eligible Purchase Orders”); less amounts outstanding hereunder. 9.2 Interest on outstanding principal balances shall accrue daily at the U.S. prime rate in effect from time to time (divided by 365) plus 0.0 164%, with interest accrued in a given calendar month due and payable in arrears on the earlier to occur of the Facility Maturity Date or the last business day of the following month (the earlier of such date, the “Advance Maturity Date”). 9.3 Omitted. 9.4 A commitment fee equal to 1.00% of the Credit Limit shall be deemed fully earned by Lender on the date hereof and due and payable in 12 equal monthly installments beginning upon the first Advance Maturity Date. 9.5 When advanced amounts outstanding hereunder (a) total between 50% and 75% of the Credit Limit, the annualized interest rate in Section 9.2 shall be reduced by 50 basis points and (b) total at least 75% of the Credit Limit, the annualized interest rate in Section 9.2 shall be reduced by 75 basis points. 9.6 Borrower’s aggregate obligations hereunder shall not exceed, without Lender’s prior written approval, the Credit Limit. If such obligations either exceed the Credit Limit or individual advances exceed the percentages in Section 9.1, Lender shall have no obligation to further fund until Borrower pays the amount of excess, which Borrower hereby agrees to pay upon demand. 9.7 All amounts described in this Section 9 (together with all other amounts owing hereunder) not due on an Advance Maturity Date shall be due and payable upon the Facility Maturity Date. 9.8 Collections received by Lender in excess of amounts then owed by Borrower will be remitted to Borrower in due course pursuant to the following wire instructions: Bank: Account Name: Account No: ABA No: COLLATERAL 10. Borrower hereby grants to Lender a continuing lien on and security interest in all assets of Borrower, including its now existing and hereafter arising rights and interests in the following, wherever located: all goods, accounts, accounts receivable, equipment, inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, general intangibles, commercial tort claims, documents, instrume nts (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all o ther investment property, supporting obligations, and financial assets; and all Borrower’s books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, acc essions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing (collectively, the “Collateral”). 11. Borrower shall not encumber any Collateral except for the grant description in Section 10. To the exte nt that a security interest(s) of a third party predates this Agreement and involves the Collateral described in Section 10, as a condition to funding described in Section 9, Borrower shall obtain and provide Lender with a subordination agreement with resp ect to the Collateral in form and substance acceptable to Lender in its sole discretion upon its request , except that Borrower shall not be required to obtain any subordination agreement from, or with respect to the alleged liens and/or security interests asserted by, Atlantic Wave Holdings, LLC and/or Secure Community, LLC and/or Strikepoint Consulting LLC (collectively, the “ Atlantic Wave Parties”), which asserted liens and/or security interests (the “Atlantic Wave Liens”) are described in, and disputed in whole and/or in part by Borrower in, among other things, (a) that certain civil proceeding commenced by the Atlantic Wave Parties against Borrower and Mar k D. Schmidt, removed to the United States District Court for the Southern Dist rict of California on or about January 30, 2024 and there bearing case no. 3:24-cv-00196-RBM- VET, and (b) that certain civil proceeding commenced by the Atlantic Wave Parties against Borrower and Mark D. Schmidt, removed to the United States District Court for the Southern District of California on or about March 11, 2024 and there bearing case no. 3:24 -cv-00482-RBM-VET (collectively, the “Atlantic Wave Litigation”). 12. Lender shall have the continuing and exclusive right to reapply or reverse and reapply any payment by or on behalf of Borrower to any portion of Borrower’s obligations hereunder if a payment or proceeds thereof, or any part thereof, is subsequently invalidated, declared to be fraudulent or preferential, set aside, or required to be repaid (including to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause). In such event, to the extent of such a mount received, the obligations hereunder shall be revived and continue in full force and effect, as if such payment or proceeds had not been received. 13. Omitted. Docusign Envelope ID: 2669A38B-9BDE-44AB-BC1F-DBF57D47D565 Cyberlux Corporation Huntington Bank LEGALIST_000035 Case 3:25-cv-00483-JAG Document 175-3 Filed 04/15/26 Page 3 of 15 PageID# 2711
Section 18 represents eligible orders remain undisputed/uncancelled, tax compliance, authority and no materially false or omitted information, with the specified Atlantic Wave exceptions. Section 19 reaffirms warranties with each request and advance. Visible MDS initials accompany the acknowledgements. Initialling the covenant does not establish its factual truth at a subsequent draw.
3 14. Borrower agrees that its grant of a security interest shall be resurrected and acknowledges Le nder’s right to file any financing statement or similar document that may be necessary or desirable if any amount is reapplied or reversed under Section 12, even if a prior financing statement has been terminated. 15. Lender may, in its sole and absolute discr etion, require Government Account Debtors to pay Eligible Purchase Orders obligations directly to it or an affiliate per Section 5, including (i) notify a Government Account Debtor that its account has been assigned to Lender by Borrower and that payment thereof shall be made to the order of and directly to Lender and (ii) demanding, collecting, or enforcing payment thereof. 16. After an Event of Default, Lender shall be entitled to take the action set forth above with respect to any Collateral. 17. Borrower shall not, without Lender's prior written consent in each instance (a) grant an extension of time for payment of any Eligible Purchase Order, (b) compromise or settle any Eligible Purchase Order, or (c) grant any credit, discount, allowance, deduction, return authorization, or the like with respect to any Eligible Purchase Order. Furthermore, Borrower shall (a) use best efforts, and cooperate in good faith as requested by Lender, to ensure timely collection in full of all Collateral and (b) take all steps necessary or desirable (including in the performance of all contracts and other obligations relating to the Collateral) to maximize the value of the Collateral and ensure timely satisfaction of the Borrower’s obligations hereunder. 18. Borrower warrants, represents a nd/or covenants (as applicable) that: a. The Collateral is free and clear of all liens, encumbrances, security interests, and adverse claims (other than those granted to Lender hereunder ), other than the Atlantic Wave Liens; Borrower acknowledges that it shal l not obtain any additional financing that is secured by the Collateral after entering into this Agreement. Initials: __________ b. All Eligible Purchase Orders in an Advance Request are and at all times will continue to be genuine, bona fide, and collectable and without right of offset, counterclaim, or right of return or cancellation; Borrower acknowledges that it shall not submit for funding any purchase order that may be disputed or cancelled by the Government Account Debtor. Initials: __________ c. Omitted. d. Borrower’s books and records do and shall fully and accurately reflect all of Borrower ’s assets and liabilities other than the Atlantic Wave Litigation (absolute and contingent) and have been and shall be kept in the ordinary course of business in accordance with generally accepted accounting principles consistently applied, and all information contained therein is and shall be true and correct; Borrower acknowledges that its books and records shall be maintained and accurate. Initials: __________ e. All taxes of any governmental or taxing authority due or payable by, or imposed or assessed against, Borrower, have and shall be paid in full before delinquency; Borrower acknowledges that it shall timely pay all taxes. Initials: __________ f. There is no ac tion or proceeding pending by or against Borrower before any court or administrative agency or pending, threatened, or imminent governmental investigation, or other claim, complaint, or prosecution involving Borrower , other than the Atlantic Wave Litigation; Borrower acknowledges that there are no pending actions against it (other than the Atlantic Wave Litigation) Initials: __________ g. Borrower has the legal power and authority to enter into this agreement and to perform and discharge its obligations hereunder; and Borrower acknowledges that there is nothing preventing it from entering into this Agreement. Initials: _ ___ h. No information furnished by or on behalf of Borrower (including but not limited to facts, figures, and representations given) contains or shall contain any untrue statement of, or omit any, material fact. Borrower acknowledges that it has not provided any false information to Lender. Initials: __________ The foregoing acknowledgments are not intended to be, and shall not be construed as, an exhaustive list of all potential breaches of this Agreement. For the avoidance of doubt, each acknowledgment is in addition to, and not in lieu of, any obligations under this Section 18. 19. Each warranty and representation contained in this agreement shall be deemed reaffirmed with each Advance Request submission and each advance of funds and shall be conclusively presumed to have been relied on by Lender regardless of any investigation made, or information possessed, by Lender. The warranties, r epresentations, agreements, and covenants herein shall be cumulative and in addition to any contained in any other document or instrument that Borrower gives, or causes to be given, to Lender, either now or hereafter. Borrower acknowledges that it is reaff irming each warranty, representation, and/or covenant in Section 18 with each Advance Request that it submits. Initials: __________ 20. Borrower hereby irrevocably appoints Lender its true and lawful attorney in fact (which appointment is coupled with an interest and irrevocable) to exercise, after an Event of Default, the following powers, until all amounts due Lender have been fully, finally, and indefeasibly paid: Docusign Envelope ID: 2669A38B-9BDE-44AB-BC1F-DBF57D47D565 LEGALIST_000036 Case 3:25-cv-00483-JAG Document 175-3 Filed 04/15/26 Page 4 of 15 PageID# 2712
AMENDED AND RESTATED GOVERNMENT PURCHASE ORDER FINANCING AGREEMENT This Amended and Restated Government Purchase Order Financing Agreement (“ Agreement”) is made effective as of March 27, 2024 by and between Legalist SPV III, LP (“Lender”) and Cyberlux Corporation and Datron World Communications, Inc. (each and together, “Borrower”). Lender hereby agrees to provide Borrower the services specified in this Agreement and establishes for a period extending one year from the date hereof (the “ Facility Maturity Date”) a revolving line of credit for Borrower in the aggregate maximum principal amount of $7,000,000 (the “Credit Limit”). ACCOUNTS MANAGEMENT 1. Borrower shall, before execution of any agreement with a government-related customer (each, a “ Government Account Debtor”) in connection with which Borrower desires Lender to provide financing under this Agreement, provide to Lender the Government Account Debtor’s contact information, material evidencing any contract with the Government Account Debtor, and other information that may be requested. Lender may conduct due diligence of such Government Account Debtor. Lender may establish or modify a maximum credit limit for any Government Account Debtor, without waiving its right at any subsequent time to terminate or modify any prior acceptance. 2. Borrower shall provide to Lender by or before fifteen (15) days after the last business day of each month: a. Details of all obligations (including, but not limited to, invoices, aging reports, and related information) of Government Account Debtors; b. Details of all accounts payable obligations of Borrower relating thereto; c. A completed Borrowing Base Certificate in the form attached as Exhibit A; d. If applicable, a completed Request for Disbursement in the form attached as Exhibit B; and e. Such other information as Lender may reasonably request (collectively, an “Information Request”). 3. Borrower warrants and guarantees, by submission of an Advance Request, that: a. The services described therein were (or, as applicable, shall be) in fact rendered and that the Eligible Purchase Orders (defined below) evidenced thereby are and will continue to be genuine, bona fide, and collectable and without right of offset, counterclaim, or right of return or cancellation; and b. If it is notified of any dispute, or of any right of offset, counterclaim, or right of return or cancellation against any Government Account Debtor ’s obligation to Borrower, it will immediately notify Lender in writing. c. In addition to Borrower’s obligation to provide a monthly Information Request to Lender, Borrower hereby agrees that it shall also furnish Lender with full financial statements (expressly including proof of payment and/or compliance with all federal, state and/or local tax requirements not later than the forty fifth (45th) day after the end of each calendar quarter) that Borrower keeps in the ordinary course of business in accordance with generally accepted accounting principles consistently applied, and Borrower shall certify that all information contained therein is and shall be true and correct (“ Quarterly Reporting Obligation ”). In addition to any Quarterly Reporting Obligation, Borrower further agrees to provide Lender with a copy of the Borr ower’s books and records otherwise due in connection with any Quarterly Reporting Obligation promptly upon demand at any time upon reasonable notice to Borrower. 4. By or before fifteen (15) days after the last business day of each month, Lender shall provide to Borrower a monthly report (each a “Loan Report”) detailing the current state of Borrower’s account with Lender based upon documentation then provided by Borrower to Lender, including balance, individual transactions, then-available loan amount under the Credit Limit, and related information. Borrower shall notify Lender within five (5) days of delivery if it disputes any part of a Loan Report. The Loan Report shall be deemed correct and binding upon Borrower and shall constitute an account stated between the parties hereto unless Lender receives Borrower’s written statement of exceptions within five (5) days after Borrower’s receipt of same. 5. Borrower agrees that all invoices to Government Account Debtors shall designate Borrower as the sole named payee together with the following wiring instructions (as Borrower may update from time to time): Bank: Silicon Valley Bank Account Name: Legalist SPV III, LP Account No: ABA No: Borrower further agrees that all payments made hereunder shall be made pursuant to the foregoing wire instructions only. Lender is unable to accept payment by check. 6. If any payment on an Eligible Purchase Order is received by Borrower, it shall: a. Hold such payment irrevocably in trust for Lender, separate and apart from Borrower’s own funds; b. Deliver such payment within one (1) business day to Lender pursuant to the wire instructions contained in Section 5 hereinabove; and c. Immediately notify the payee in writing to send future payments to Lender pursuant to such wire instructions. 7. Borrower shall designate Lender as a point of contact with all Government Account Debtors and execute all authorizations or other docume nts requested to establish and maintain Lender’s authority to accept, endorse, and deposit all Government Account Debtor remittances to its own bank account. Borrower hereby appoints Lender its agent for the purpose of executing all such authorizations and other documents. ADVANCES; COMPENSATION TO LENDER 8. Upon Lender’s receipt of a request for disbursement, by and through the submission of the Request for Disbursement form attached as Exhibit B, current accounts receivable aging, current accounts payable ag ing, and any applicable related contracts Docusign Envelope ID: 2669A38B-9BDE-44AB-BC1F-DBF57D47D565 LEGALIST_000034 Case 3:25-cv-00483-JAG Document 175-3 Filed 04/15/26 Page 2 of 15 PageID# 2710
AMENDED AND RESTATED GOVERNMENT PURCHASE ORDER FINANCING AGREEMENT This Amended and Restated Government Purchase Order Financing Agreement (“ Agreement”) is made effective as of March 27, 2024 by and between Legalist SPV III, LP (“Lender”) and Cyberlux Corporation and Datron World Communications, Inc. (each and together, “Borrower”). Lender hereby agrees to provide Borrower the services specified in this Agreement and establishes for a period extending one year from the date hereof (the “ Facility Maturity Date”) a revolving line of credit for Borrower in the aggregate maximum principal amount of $7,000,000 (the “Credit Limit”). ACCOUNTS MANAGEMENT 1. Borrower shall, before execution of any agreement with a government-related customer (each, a “ Government Account Debtor”) in connection with which Borrower desires Lender to provide financing under this Agreement, provide to Lender the Government Account Debtor’s contact information, material evidencing any contract with the Government Account Debtor, and other information that may be requested. Lender may conduct due diligence of such Government Account Debtor. Lender may establish or modify a maximum credit limit for any Government Account Debtor, without waiving its right at any subsequent time to terminate or modify any prior acceptance. 2. Borrower shall provide to Lender by or before fifteen (15) days after the last business day of each month: a. Details of all obligations (including, but not limited to, invoices, aging reports, and related information) of Government Account Debtors; b. Details of all accounts payable obligations of Borrower relating thereto; c. A completed Borrowing Base Certificate in the form attached as Exhibit A; d. If applicable, a completed Request for Disbursement in the form attached as Exhibit B; and e. Such other information as Lender may reasonably request (collectively, an “Information Request”). 3. Borrower warrants and guarantees, by submission of an Advance Request, that: a. The services described therein were (or, as applicable, shall be) in fact rendered and that the Eligible Purchase Orders (defined below) evidenced thereby are and will continue to be genuine, bona fide, and collectable and without right of offset, counterclaim, or right of return or cancellation; and b. If it is notified of any dispute, or of any right of offset, counterclaim, or right of return or cancellation against any Government Account Debtor ’s obligation to Borrower, it will immediately notify Lender in writing. c. In addition to Borrower’s obligation to provide a monthly Information Request to Lender, Borrower hereby agrees that it shall also furnish Lender with full financial statements (expressly including proof of payment and/or compliance with all federal, state and/or local tax requirements not later than the forty fifth (45th) day after the end of each calendar quarter) that Borrower keeps in the ordinary course of business in accordance with generally accepted accounting principles consistently applied, and Borrower shall certify that all information contained therein is and shall be true and correct (“ Quarterly Reporting Obligation ”). In addition to any Quarterly Reporting Obligation, Borrower further agrees to provide Lender with a copy of the Borr ower’s books and records otherwise due in connection with any Quarterly Reporting Obligation promptly upon demand at any time upon reasonable notice to Borrower. 4. By or before fifteen (15) days after the last business day of each month, Lender shall provide to Borrower a monthly report (each a “Loan Report”) detailing the current state of Borrower’s account with Lender based upon documentation then provided by Borrower to Lender, including balance, individual transactions, then-available loan amount under the Credit Limit, and related information. Borrower shall notify Lender within five (5) days of delivery if it disputes any part of a Loan Report. The Loan Report shall be deemed correct and binding upon Borrower and shall constitute an account stated between the parties hereto unless Lender receives Borrower’s written statement of exceptions within five (5) days after Borrower’s receipt of same. 5. Borrower agrees that all invoices to Government Account Debtors shall designate Borrower as the sole named payee together with the following wiring instructions (as Borrower may update from time to time): Bank: Silicon Valley Bank Account Name: Legalist SPV III, LP Account No: ABA No: Borrower further agrees that all payments made hereunder shall be made pursuant to the foregoing wire instructions only. Lender is unable to accept payment by check. 6. If any payment on an Eligible Purchase Order is received by Borrower, it shall: a. Hold such payment irrevocably in trust for Lender, separate and apart from Borrower’s own funds; b. Deliver such payment within one (1) business day to Lender pursuant to the wire instructions contained in Section 5 hereinabove; and c. Immediately notify the payee in writing to send future payments to Lender pursuant to such wire instructions. 7. Borrower shall designate Lender as a point of contact with all Government Account Debtors and execute all authorizations or other docume nts requested to establish and maintain Lender’s authority to accept, endorse, and deposit all Government Account Debtor remittances to its own bank account. Borrower hereby appoints Lender its agent for the purpose of executing all such authorizations and other documents. ADVANCES; COMPENSATION TO LENDER 8. Upon Lender’s receipt of a request for disbursement, by and through the submission of the Request for Disbursement form attached as Exhibit B, current accounts receivable aging, current accounts payable ag ing, and any applicable related contracts Docusign Envelope ID: 2669A38B-9BDE-44AB-BC1F-DBF57D47D565 LEGALIST_000034 Case 3:25-cv-00483-JAG Document 175-3 Filed 04/15/26 Page 2 of 15 PageID# 2710
AMENDED AND RESTATED GOVERNMENT PURCHASE ORDER FINANCING AGREEMENT This Amended and Restated Government Purchase Order Financing Agreement (“ Agreement”) is made effective as of March 27, 2024 by and between Legalist SPV III, LP (“Lender”) and Cyberlux Corporation and Datron World Communications, Inc. (each and together, “Borrower”). Lender hereby agrees to provide Borrower the services specified in this Agreement and establishes for a period extending one year from the date hereof (the “ Facility Maturity Date”) a revolving line of credit for Borrower in the aggregate maximum principal amount of $7,000,000 (the “Credit Limit”). ACCOUNTS MANAGEMENT 1. Borrower shall, before execution of any agreement with a government-related customer (each, a “ Government Account Debtor”) in connection with which Borrower desires Lender to provide financing under this Agreement, provide to Lender the Government Account Debtor’s contact information, material evidencing any contract with the Government Account Debtor, and other information that may be requested. Lender may conduct due diligence of such Government Account Debtor. Lender may establish or modify a maximum credit limit for any Government Account Debtor, without waiving its right at any subsequent time to terminate or modify any prior acceptance. 2. Borrower shall provide to Lender by or before fifteen (15) days after the last business day of each month: a. Details of all obligations (including, but not limited to, invoices, aging reports, and related information) of Government Account Debtors; b. Details of all accounts payable obligations of Borrower relating thereto; c. A completed Borrowing Base Certificate in the form attached as Exhibit A; d. If applicable, a completed Request for Disbursement in the form attached as Exhibit B; and e. Such other information as Lender may reasonably request (collectively, an “Information Request”). 3. Borrower warrants and guarantees, by submission of an Advance Request, that: a. The services described therein were (or, as applicable, shall be) in fact rendered and that the Eligible Purchase Orders (defined below) evidenced thereby are and will continue to be genuine, bona fide, and collectable and without right of offset, counterclaim, or right of return or cancellation; and b. If it is notified of any dispute, or of any right of offset, counterclaim, or right of return or cancellation against any Government Account Debtor ’s obligation to Borrower, it will immediately notify Lender in writing. c. In addition to Borrower’s obligation to provide a monthly Information Request to Lender, Borrower hereby agrees that it shall also furnish Lender with full financial statements (expressly including proof of payment and/or compliance with all federal, state and/or local tax requirements not later than the forty fifth (45th) day after the end of each calendar quarter) that Borrower keeps in the ordinary course of business in accordance with generally accepted accounting principles consistently applied, and Borrower shall certify that all information contained therein is and shall be true and correct (“ Quarterly Reporting Obligation ”). In addition to any Quarterly Reporting Obligation, Borrower further agrees to provide Lender with a copy of the Borr ower’s books and records otherwise due in connection with any Quarterly Reporting Obligation promptly upon demand at any time upon reasonable notice to Borrower. 4. By or before fifteen (15) days after the last business day of each month, Lender shall provide to Borrower a monthly report (each a “Loan Report”) detailing the current state of Borrower’s account with Lender based upon documentation then provided by Borrower to Lender, including balance, individual transactions, then-available loan amount under the Credit Limit, and related information. Borrower shall notify Lender within five (5) days of delivery if it disputes any part of a Loan Report. The Loan Report shall be deemed correct and binding upon Borrower and shall constitute an account stated between the parties hereto unless Lender receives Borrower’s written statement of exceptions within five (5) days after Borrower’s receipt of same. 5. Borrower agrees that all invoices to Government Account Debtors shall designate Borrower as the sole named payee together with the following wiring instructions (as Borrower may update from time to time): Bank: Silicon Valley Bank Account Name: Legalist SPV III, LP Account No: ABA No: Borrower further agrees that all payments made hereunder shall be made pursuant to the foregoing wire instructions only. Lender is unable to accept payment by check. 6. If any payment on an Eligible Purchase Order is received by Borrower, it shall: a. Hold such payment irrevocably in trust for Lender, separate and apart from Borrower’s own funds; b. Deliver such payment within one (1) business day to Lender pursuant to the wire instructions contained in Section 5 hereinabove; and c. Immediately notify the payee in writing to send future payments to Lender pursuant to such wire instructions. 7. Borrower shall designate Lender as a point of contact with all Government Account Debtors and execute all authorizations or other docume nts requested to establish and maintain Lender’s authority to accept, endorse, and deposit all Government Account Debtor remittances to its own bank account. Borrower hereby appoints Lender its agent for the purpose of executing all such authorizations and other documents. ADVANCES; COMPENSATION TO LENDER 8. Upon Lender’s receipt of a request for disbursement, by and through the submission of the Request for Disbursement form attached as Exhibit B, current accounts receivable aging, current accounts payable ag ing, and any applicable related contracts Docusign Envelope ID: 2669A38B-9BDE-44AB-BC1F-DBF57D47D565 LEGALIST_000034 Case 3:25-cv-00483-JAG Document 175-3 Filed 04/15/26 Page 2 of 15 PageID# 2710
AMENDED AND RESTATED GUARANTY OF FINANCING AGREEMENT This Amended and Restated Guaranty of Financing Agreement (the “Guaranty”) is made effective as of March 27, 2024 , by Mark D. Schmidt (“Guarantor”), in favor of Legalist SPV III, LP (“Lender”). Guarantor and Lender are collectively referred to as “Parties.” WHEREAS Lender has agreed to fund Cyberlux Corporation and Datron World Communications, Inc. (each and together, the “Company”) the sum of up to $ 7,000,000 (the “Investment”) pursuant to a n Amended and Restated Government Purchase Order Financing Agreement among the Company and Lender (as in effect from time to time, the “Agreement”), which is hereby incorporated by reference herein; WHEREAS, as a condition precedent to the Investment, Lender requires Guarantor to execute and perform in accordance with this Guaranty; and WHEREAS Guarantor desires to induce Lender to make the Investment in reliance on this Guaranty. Guaranty NOW, THEREFORE, in consideration of the Investment, and for other good and valuable cons ideration, the receipt and adequacy of which are hereby acknowledged, Guarantor agrees as follows: 1. Lender has agreed to make the Investment subject to the terms and conditions stated in the Agreement. 2. Guarantor hereby guarantees full and complete payment and performance of the Agreement by the Company, including prompt payment of the full amount of Company’s Indebtedness when due thereunder. For purposes of this Guaranty, the term “Indebtedness” means the obligation of the Company to pay all obligations to Lender thereunder on or before an Advance Maturity Date and/or the Facility Maturity Date (as defined in the Agreement). 3. This Guaranty shall continue in full force and effect until the Agreement has been fully performed and discharged. The Guarantor acknowledges that (i) there may be future advances under, or other amendments and modification to, the Agreement after the date hereof, (ii) the amount of the Indebtedness may fluctuate from time to time hereafter, and (iii) this Guaranty shall remain in force at all times hereafter with respect to all obligations under the Agreement, without the necessity of amending or modifying this Guaranty or entering into a new or separate agreement with respect thereto. 4. Guarantor agrees not to assert subrogation rights or any other rights of any kind against the Company, until the Agreement has been fully performed, and the Guarantor will take no action that may reasonably be expected to, or which does or shall, impair or limit Lender’s ability to recover thereunder. 5. In addition to the Indebtedness, the Guarantor agrees to pay all costs and expenses incurred by Lender in attempting to collect the Indebtedness and in enforcing this Guaranty. 6. This Guaranty shall inure to the benefit of Lender, its successors in interest and assigns and shall be binding upon the heirs, executors, administrators, and successors of Guarantor; provided this Guaranty may not be assig ned without prior written consent of Lender. 7. Lender may enforce this Guaranty only in the event of default under Sections 21(a) and (g) of the Agreement without being first required to proceed against the Company, any other party, or any other guarantor (if any) or to attempt to realize on any Collateral (as defined in the Agreement). The Guarantor shall not be entitled to satisfy this Guaranty by contributing ratably with any other guarantor or by otherwise paying less than the entire unpaid Indebtedness. Payment under this Guaranty shall be due immediately upon demand by Lender. 8. In the event of the death of the Guarantor, the obligation of the deceased hereunder shall continue in full force and effect against his or her estate as to any Agreement obligations that shall have been created or incurred by the Company or committed or promised to Lender in any other manner prior to the time when Lender shall have received notice in writing of such death. The executor or administrator of such estate shall be obligated and authorized to pay all Indebtedness and otherwise to satisfy the Company’s obligations under the Agreement. 9. This Guaranty is and is intended to be an absolute, unconditional and continuing guaranty which shall not be affected by any act or thing wh atsoever except as herein provided, and which shall be independent of and in addition to any other guaranty, endorsement or collateral held by Lender with respect to the Agreement or Indebtedness. Guarantor specifically acknowledges and agrees that, as lon g as the Company owes obligations under the Agreement, this Guaranty shall remain in full force and effect. The amount guaranteed hereby shall continue to be guaranteed notwithstanding prior or subsequent reduction of the Indebtedness by persons or from sources other than the Guarantor, so long as obligations remain under the Agreement. 10. To secure Guarantor’s obligations hereunder, Guarantor hereby pledges, assigns, and grants to Lender a security interest in and to any and all right, title, or interest of Guarantor, now existing or hereafter acquired, in all Accounts, Chattel Paper, Goods (including Inventory and Equipment), Instruments, Investment Property, Documents, and General Intangibles, and all Proceeds thereof. Capitalized terms used but not defined in this Section 10 have the meanings given to them in the Uniform Commercial Code. 11. Upon the occurrence of a default under the Agreement or hereunder, Lender may, at its option, call on this Guaranty, and, if it is not satisfied in full within three days of notice, Lender may proceed at any time thereafter to take any action permitted under the Uniform Commercial Code or other applicable law. 12. Notice to Guarantor should be sent to the email address set forth opposite Guarantor’s signature below. 13. This Guaranty shall be governed by the laws of the state of Delaware, without regard to any conflict of laws principles. 14. After an Event of Default, Guarantor, its successors or assigns, shall be chargeable with and agrees to pay all costs of collection and defense, in cluding attorneys’ fees and costs, Docusign Envelope ID: 2669A38B-9BDE-44AB-BC1F-DBF57D47D565 LEGALIST_000041 Case 3:25-cv-00483-JAG Document 175-3 Filed 04/15/26 Page 9 of 15 PageID# 2717
AMENDED AND RESTATED GOVERNMENT PURCHASE ORDER FINANCING AGREEMENT This Amended and Restated Government Purchase Order Financing Agreement (“ Agreement”) is made effective as of March 27, 2024 by and between Legalist SPV III, LP (“Lender”) and Cyberlux Corporation and Datron World Communications, Inc. (each and together, “Borrower”). Lender hereby agrees to provide Borrower the services specified in this Agreement and establishes for a period extending one year from the date hereof (the “ Facility Maturity Date”) a revolving line of credit for Borrower in the aggregate maximum principal amount of $7,000,000 (the “Credit Limit”). ACCOUNTS MANAGEMENT 1. Borrower shall, before execution of any agreement with a government-related customer (each, a “ Government Account Debtor”) in connection with which Borrower desires Lender to provide financing under this Agreement, provide to Lender the Government Account Debtor’s contact information, material evidencing any contract with the Government Account Debtor, and other information that may be requested. Lender may conduct due diligence of such Government Account Debtor. Lender may establish or modify a maximum credit limit for any Government Account Debtor, without waiving its right at any subsequent time to terminate or modify any prior acceptance. 2. Borrower shall provide to Lender by or before fifteen (15) days after the last business day of each month: a. Details of all obligations (including, but not limited to, invoices, aging reports, and related information) of Government Account Debtors; b. Details of all accounts payable obligations of Borrower relating thereto; c. A completed Borrowing Base Certificate in the form attached as Exhibit A; d. If applicable, a completed Request for Disbursement in the form attached as Exhibit B; and e. Such other information as Lender may reasonably request (collectively, an “Information Request”). 3. Borrower warrants and guarantees, by submission of an Advance Request, that: a. The services described therein were (or, as applicable, shall be) in fact rendered and that the Eligible Purchase Orders (defined below) evidenced thereby are and will continue to be genuine, bona fide, and collectable and without right of offset, counterclaim, or right of return or cancellation; and b. If it is notified of any dispute, or of any right of offset, counterclaim, or right of return or cancellation against any Government Account Debtor ’s obligation to Borrower, it will immediately notify Lender in writing. c. In addition to Borrower’s obligation to provide a monthly Information Request to Lender, Borrower hereby agrees that it shall also furnish Lender with full financial statements (expressly including proof of payment and/or compliance with all federal, state and/or local tax requirements not later than the forty fifth (45th) day after the end of each calendar quarter) that Borrower keeps in the ordinary course of business in accordance with generally accepted accounting principles consistently applied, and Borrower shall certify that all information contained therein is and shall be true and correct (“ Quarterly Reporting Obligation ”). In addition to any Quarterly Reporting Obligation, Borrower further agrees to provide Lender with a copy of the Borr ower’s books and records otherwise due in connection with any Quarterly Reporting Obligation promptly upon demand at any time upon reasonable notice to Borrower. 4. By or before fifteen (15) days after the last business day of each month, Lender shall provide to Borrower a monthly report (each a “Loan Report”) detailing the current state of Borrower’s account with Lender based upon documentation then provided by Borrower to Lender, including balance, individual transactions, then-available loan amount under the Credit Limit, and related information. Borrower shall notify Lender within five (5) days of delivery if it disputes any part of a Loan Report. The Loan Report shall be deemed correct and binding upon Borrower and shall constitute an account stated between the parties hereto unless Lender receives Borrower’s written statement of exceptions within five (5) days after Borrower’s receipt of same. 5. Borrower agrees that all invoices to Government Account Debtors shall designate Borrower as the sole named payee together with the following wiring instructions (as Borrower may update from time to time): Bank: Silicon Valley Bank Account Name: Legalist SPV III, LP Account No: ABA No: Borrower further agrees that all payments made hereunder shall be made pursuant to the foregoing wire instructions only. Lender is unable to accept payment by check. 6. If any payment on an Eligible Purchase Order is received by Borrower, it shall: a. Hold such payment irrevocably in trust for Lender, separate and apart from Borrower’s own funds; b. Deliver such payment within one (1) business day to Lender pursuant to the wire instructions contained in Section 5 hereinabove; and c. Immediately notify the payee in writing to send future payments to Lender pursuant to such wire instructions. 7. Borrower shall designate Lender as a point of contact with all Government Account Debtors and execute all authorizations or other docume nts requested to establish and maintain Lender’s authority to accept, endorse, and deposit all Government Account Debtor remittances to its own bank account. Borrower hereby appoints Lender its agent for the purpose of executing all such authorizations and other documents. ADVANCES; COMPENSATION TO LENDER 8. Upon Lender’s receipt of a request for disbursement, by and through the submission of the Request for Disbursement form attached as Exhibit B, current accounts receivable aging, current accounts payable ag ing, and any applicable related contracts Docusign Envelope ID: 2669A38B-9BDE-44AB-BC1F-DBF57D47D565 LEGALIST_000034 Case 3:25-cv-00483-JAG Document 175-3 Filed 04/15/26 Page 2 of 15 PageID# 2710
AMENDED AND RESTATED GOVERNMENT PURCHASE ORDER FINANCING AGREEMENT This Amended and Restated Government Purchase Order Financing Agreement (“ Agreement”) is made effective as of March 27, 2024 by and between Legalist SPV III, LP (“Lender”) and Cyberlux Corporation and Datron World Communications, Inc. (each and together, “Borrower”). Lender hereby agrees to provide Borrower the services specified in this Agreement and establishes for a period extending one year from the date hereof (the “ Facility Maturity Date”) a revolving line of credit for Borrower in the aggregate maximum principal amount of $7,000,000 (the “Credit Limit”). ACCOUNTS MANAGEMENT 1. Borrower shall, before execution of any agreement with a government-related customer (each, a “ Government Account Debtor”) in connection with which Borrower desires Lender to provide financing under this Agreement, provide to Lender the Government Account Debtor’s contact information, material evidencing any contract with the Government Account Debtor, and other information that may be requested. Lender may conduct due diligence of such Government Account Debtor. Lender may establish or modify a maximum credit limit for any Government Account Debtor, without waiving its right at any subsequent time to terminate or modify any prior acceptance. 2. Borrower shall provide to Lender by or before fifteen (15) days after the last business day of each month: a. Details of all obligations (including, but not limited to, invoices, aging reports, and related information) of Government Account Debtors; b. Details of all accounts payable obligations of Borrower relating thereto; c. A completed Borrowing Base Certificate in the form attached as Exhibit A; d. If applicable, a completed Request for Disbursement in the form attached as Exhibit B; and e. Such other information as Lender may reasonably request (collectively, an “Information Request”). 3. Borrower warrants and guarantees, by submission of an Advance Request, that: a. The services described therein were (or, as applicable, shall be) in fact rendered and that the Eligible Purchase Orders (defined below) evidenced thereby are and will continue to be genuine, bona fide, and collectable and without right of offset, counterclaim, or right of return or cancellation; and b. If it is notified of any dispute, or of any right of offset, counterclaim, or right of return or cancellation against any Government Account Debtor ’s obligation to Borrower, it will immediately notify Lender in writing. c. In addition to Borrower’s obligation to provide a monthly Information Request to Lender, Borrower hereby agrees that it shall also furnish Lender with full financial statements (expressly including proof of payment and/or compliance with all federal, state and/or local tax requirements not later than the forty fifth (45th) day after the end of each calendar quarter) that Borrower keeps in the ordinary course of business in accordance with generally accepted accounting principles consistently applied, and Borrower shall certify that all information contained therein is and shall be true and correct (“ Quarterly Reporting Obligation ”). In addition to any Quarterly Reporting Obligation, Borrower further agrees to provide Lender with a copy of the Borr ower’s books and records otherwise due in connection with any Quarterly Reporting Obligation promptly upon demand at any time upon reasonable notice to Borrower. 4. By or before fifteen (15) days after the last business day of each month, Lender shall provide to Borrower a monthly report (each a “Loan Report”) detailing the current state of Borrower’s account with Lender based upon documentation then provided by Borrower to Lender, including balance, individual transactions, then-available loan amount under the Credit Limit, and related information. Borrower shall notify Lender within five (5) days of delivery if it disputes any part of a Loan Report. The Loan Report shall be deemed correct and binding upon Borrower and shall constitute an account stated between the parties hereto unless Lender receives Borrower’s written statement of exceptions within five (5) days after Borrower’s receipt of same. 5. Borrower agrees that all invoices to Government Account Debtors shall designate Borrower as the sole named payee together with the following wiring instructions (as Borrower may update from time to time): Bank: Silicon Valley Bank Account Name: Legalist SPV III, LP Account No: ABA No: Borrower further agrees that all payments made hereunder shall be made pursuant to the foregoing wire instructions only. Lender is unable to accept payment by check. 6. If any payment on an Eligible Purchase Order is received by Borrower, it shall: a. Hold such payment irrevocably in trust for Lender, separate and apart from Borrower’s own funds; b. Deliver such payment within one (1) business day to Lender pursuant to the wire instructions contained in Section 5 hereinabove; and c. Immediately notify the payee in writing to send future payments to Lender pursuant to such wire instructions. 7. Borrower shall designate Lender as a point of contact with all Government Account Debtors and execute all authorizations or other docume nts requested to establish and maintain Lender’s authority to accept, endorse, and deposit all Government Account Debtor remittances to its own bank account. Borrower hereby appoints Lender its agent for the purpose of executing all such authorizations and other documents. ADVANCES; COMPENSATION TO LENDER 8. Upon Lender’s receipt of a request for disbursement, by and through the submission of the Request for Disbursement form attached as Exhibit B, current accounts receivable aging, current accounts payable ag ing, and any applicable related contracts Docusign Envelope ID: 2669A38B-9BDE-44AB-BC1F-DBF57D47D565 LEGALIST_000034 Case 3:25-cv-00483-JAG Document 175-3 Filed 04/15/26 Page 2 of 15 PageID# 2710
AMENDED AND RESTATED GOVERNMENT PURCHASE ORDER FINANCING AGREEMENT This Amended and Restated Government Purchase Order Financing Agreement (“ Agreement”) is made effective as of March 27, 2024 by and between Legalist SPV III, LP (“Lender”) and Cyberlux Corporation and Datron World Communications, Inc. (each and together, “Borrower”). Lender hereby agrees to provide Borrower the services specified in this Agreement and establishes for a period extending one year from the date hereof (the “ Facility Maturity Date”) a revolving line of credit for Borrower in the aggregate maximum principal amount of $7,000,000 (the “Credit Limit”). ACCOUNTS MANAGEMENT 1. Borrower shall, before execution of any agreement with a government-related customer (each, a “ Government Account Debtor”) in connection with which Borrower desires Lender to provide financing under this Agreement, provide to Lender the Government Account Debtor’s contact information, material evidencing any contract with the Government Account Debtor, and other information that may be requested. Lender may conduct due diligence of such Government Account Debtor. Lender may establish or modify a maximum credit limit for any Government Account Debtor, without waiving its right at any subsequent time to terminate or modify any prior acceptance. 2. Borrower shall provide to Lender by or before fifteen (15) days after the last business day of each month: a. Details of all obligations (including, but not limited to, invoices, aging reports, and related information) of Government Account Debtors; b. Details of all accounts payable obligations of Borrower relating thereto; c. A completed Borrowing Base Certificate in the form attached as Exhibit A; d. If applicable, a completed Request for Disbursement in the form attached as Exhibit B; and e. Such other information as Lender may reasonably request (collectively, an “Information Request”). 3. Borrower warrants and guarantees, by submission of an Advance Request, that: a. The services described therein were (or, as applicable, shall be) in fact rendered and that the Eligible Purchase Orders (defined below) evidenced thereby are and will continue to be genuine, bona fide, and collectable and without right of offset, counterclaim, or right of return or cancellation; and b. If it is notified of any dispute, or of any right of offset, counterclaim, or right of return or cancellation against any Government Account Debtor ’s obligation to Borrower, it will immediately notify Lender in writing. c. In addition to Borrower’s obligation to provide a monthly Information Request to Lender, Borrower hereby agrees that it shall also furnish Lender with full financial statements (expressly including proof of payment and/or compliance with all federal, state and/or local tax requirements not later than the forty fifth (45th) day after the end of each calendar quarter) that Borrower keeps in the ordinary course of business in accordance with generally accepted accounting principles consistently applied, and Borrower shall certify that all information contained therein is and shall be true and correct (“ Quarterly Reporting Obligation ”). In addition to any Quarterly Reporting Obligation, Borrower further agrees to provide Lender with a copy of the Borr ower’s books and records otherwise due in connection with any Quarterly Reporting Obligation promptly upon demand at any time upon reasonable notice to Borrower. 4. By or before fifteen (15) days after the last business day of each month, Lender shall provide to Borrower a monthly report (each a “Loan Report”) detailing the current state of Borrower’s account with Lender based upon documentation then provided by Borrower to Lender, including balance, individual transactions, then-available loan amount under the Credit Limit, and related information. Borrower shall notify Lender within five (5) days of delivery if it disputes any part of a Loan Report. The Loan Report shall be deemed correct and binding upon Borrower and shall constitute an account stated between the parties hereto unless Lender receives Borrower’s written statement of exceptions within five (5) days after Borrower’s receipt of same. 5. Borrower agrees that all invoices to Government Account Debtors shall designate Borrower as the sole named payee together with the following wiring instructions (as Borrower may update from time to time): Bank: Silicon Valley Bank Account Name: Legalist SPV III, LP Account No: ABA No: Borrower further agrees that all payments made hereunder shall be made pursuant to the foregoing wire instructions only. Lender is unable to accept payment by check. 6. If any payment on an Eligible Purchase Order is received by Borrower, it shall: a. Hold such payment irrevocably in trust for Lender, separate and apart from Borrower’s own funds; b. Deliver such payment within one (1) business day to Lender pursuant to the wire instructions contained in Section 5 hereinabove; and c. Immediately notify the payee in writing to send future payments to Lender pursuant to such wire instructions. 7. Borrower shall designate Lender as a point of contact with all Government Account Debtors and execute all authorizations or other docume nts requested to establish and maintain Lender’s authority to accept, endorse, and deposit all Government Account Debtor remittances to its own bank account. Borrower hereby appoints Lender its agent for the purpose of executing all such authorizations and other documents. ADVANCES; COMPENSATION TO LENDER 8. Upon Lender’s receipt of a request for disbursement, by and through the submission of the Request for Disbursement form attached as Exhibit B, current accounts receivable aging, current accounts payable ag ing, and any applicable related contracts Docusign Envelope ID: 2669A38B-9BDE-44AB-BC1F-DBF57D47D565 LEGALIST_000034 Case 3:25-cv-00483-JAG Document 175-3 Filed 04/15/26 Page 2 of 15 PageID# 2710
7 IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of the first date written above. LENDER: LEGALIST SPV III, LP By _________________________ Name: Brian T. Rice Title: Authorized Signatory Address: 58 West Portal Ave. #747 San Francisco, CA 94127 Email: receivables@legalist.com BORROWER: CYBERLUX CORPORATION By _________________________ Name: Mark D. Schmidt Title: President and CEO Address: 800 Park Offices Dr., Ste. 3209 Research Triangle, NC 27709 Email: mschmidt@cyberlux.com Jurisdiction of Organization: __________________________ DATRON WORLD COMMUNICATIONS, INC. By _________________________ Name: Mark D. Schmidt Title: Address: 995 Joshua Way, Ste. A Vista, CA 92081 Email: mschmidt@cyberlux.com Jurisdiction of Organization: __________________________ Docusign Envelope ID: 2669A38B-9BDE-44AB-BC1F-DBF57D47D565 California Nevada LEGALIST_000040 Case 3:25-cv-00483-JAG Document 175-3 Filed 04/15/26 Page 8 of 15 PageID# 2716
7 IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of the first date written above. LENDER: LEGALIST SPV III, LP By _________________________ Name: Brian T. Rice Title: Authorized Signatory Address: 58 West Portal Ave. #747 San Francisco, CA 94127 Email: receivables@legalist.com BORROWER: CYBERLUX CORPORATION By _________________________ Name: Mark D. Schmidt Title: President and CEO Address: 800 Park Offices Dr., Ste. 3209 Research Triangle, NC 27709 Email: mschmidt@cyberlux.com Jurisdiction of Organization: __________________________ DATRON WORLD COMMUNICATIONS, INC. By _________________________ Name: Mark D. Schmidt Title: Address: 995 Joshua Way, Ste. A Vista, CA 92081 Email: mschmidt@cyberlux.com Jurisdiction of Organization: __________________________ Docusign Envelope ID: 2669A38B-9BDE-44AB-BC1F-DBF57D47D565 California Nevada LEGALIST_000040 Case 3:25-cv-00483-JAG Document 175-3 Filed 04/15/26 Page 8 of 15 PageID# 2716
2 and/or purchase orders not previously provided to Lender (collectively, an “ Advance Request ”) and the completion of Lender’s due diligence relating thereto, and the receipt by Lender of a satisfactory counterparty acknowledgement of an executed Instrument of Assignment in the form attached as Exhibit C, Lender shall promptly disburse the requested amount to Borrower, subject to the terms hereof. LENDER SHALL NOT PROCESS MORE THAN ONE ADVANCE REQUEST PER CALENDAR WEEK. 9. Borrower agrees, in consideration for funds loaned to it by Lender under this Agreement, to pay to Lender the following amounts (pursuant to the wire instructions in Section 5) to be charged thereon: 9.1 Subject to the Credit Limit, the total amount of funding available to Borrower hereunder shall be 50% of the face value of each eligible purchase order, task order, delivery order, or statement of work related to existing government contracts that (x) has not been disqualified by Lender for credit reasons and (y) is not disputed by the Government Account Debtor (collectively, the “Eligible Purchase Orders”); less amounts outstanding hereunder. 9.2 Interest on outstanding principal balances shall accrue daily at the U.S. prime rate in effect from time to time (divided by 365) plus 0.0 164%, with interest accrued in a given calendar month due and payable in arrears on the earlier to occur of the Facility Maturity Date or the last business day of the following month (the earlier of such date, the “Advance Maturity Date”). 9.3 Omitted. 9.4 A commitment fee equal to 1.00% of the Credit Limit shall be deemed fully earned by Lender on the date hereof and due and payable in 12 equal monthly installments beginning upon the first Advance Maturity Date. 9.5 When advanced amounts outstanding hereunder (a) total between 50% and 75% of the Credit Limit, the annualized interest rate in Section 9.2 shall be reduced by 50 basis points and (b) total at least 75% of the Credit Limit, the annualized interest rate in Section 9.2 shall be reduced by 75 basis points. 9.6 Borrower’s aggregate obligations hereunder shall not exceed, without Lender’s prior written approval, the Credit Limit. If such obligations either exceed the Credit Limit or individual advances exceed the percentages in Section 9.1, Lender shall have no obligation to further fund until Borrower pays the amount of excess, which Borrower hereby agrees to pay upon demand. 9.7 All amounts described in this Section 9 (together with all other amounts owing hereunder) not due on an Advance Maturity Date shall be due and payable upon the Facility Maturity Date. 9.8 Collections received by Lender in excess of amounts then owed by Borrower will be remitted to Borrower in due course pursuant to the following wire instructions: Bank: Account Name: Account No: ABA No: COLLATERAL 10. Borrower hereby grants to Lender a continuing lien on and security interest in all assets of Borrower, including its now existing and hereafter arising rights and interests in the following, wherever located: all goods, accounts, accounts receivable, equipment, inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, general intangibles, commercial tort claims, documents, instrume nts (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all o ther investment property, supporting obligations, and financial assets; and all Borrower’s books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, acc essions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing (collectively, the “Collateral”). 11. Borrower shall not encumber any Collateral except for the grant description in Section 10. To the exte nt that a security interest(s) of a third party predates this Agreement and involves the Collateral described in Section 10, as a condition to funding described in Section 9, Borrower shall obtain and provide Lender with a subordination agreement with resp ect to the Collateral in form and substance acceptable to Lender in its sole discretion upon its request , except that Borrower shall not be required to obtain any subordination agreement from, or with respect to the alleged liens and/or security interests asserted by, Atlantic Wave Holdings, LLC and/or Secure Community, LLC and/or Strikepoint Consulting LLC (collectively, the “ Atlantic Wave Parties”), which asserted liens and/or security interests (the “Atlantic Wave Liens”) are described in, and disputed in whole and/or in part by Borrower in, among other things, (a) that certain civil proceeding commenced by the Atlantic Wave Parties against Borrower and Mar k D. Schmidt, removed to the United States District Court for the Southern Dist rict of California on or about January 30, 2024 and there bearing case no. 3:24-cv-00196-RBM- VET, and (b) that certain civil proceeding commenced by the Atlantic Wave Parties against Borrower and Mark D. Schmidt, removed to the United States District Court for the Southern District of California on or about March 11, 2024 and there bearing case no. 3:24 -cv-00482-RBM-VET (collectively, the “Atlantic Wave Litigation”). 12. Lender shall have the continuing and exclusive right to reapply or reverse and reapply any payment by or on behalf of Borrower to any portion of Borrower’s obligations hereunder if a payment or proceeds thereof, or any part thereof, is subsequently invalidated, declared to be fraudulent or preferential, set aside, or required to be repaid (including to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause). In such event, to the extent of such a mount received, the obligations hereunder shall be revived and continue in full force and effect, as if such payment or proceeds had not been received. 13. Omitted. Docusign Envelope ID: 2669A38B-9BDE-44AB-BC1F-DBF57D47D565 Cyberlux Corporation Huntington Bank LEGALIST_000035 Case 3:25-cv-00483-JAG Document 175-3 Filed 04/15/26 Page 3 of 15 PageID# 2711
2 and/or purchase orders not previously provided to Lender (collectively, an “ Advance Request ”) and the completion of Lender’s due diligence relating thereto, and the receipt by Lender of a satisfactory counterparty acknowledgement of an executed Instrument of Assignment in the form attached as Exhibit C, Lender shall promptly disburse the requested amount to Borrower, subject to the terms hereof. LENDER SHALL NOT PROCESS MORE THAN ONE ADVANCE REQUEST PER CALENDAR WEEK. 9. Borrower agrees, in consideration for funds loaned to it by Lender under this Agreement, to pay to Lender the following amounts (pursuant to the wire instructions in Section 5) to be charged thereon: 9.1 Subject to the Credit Limit, the total amount of funding available to Borrower hereunder shall be 50% of the face value of each eligible purchase order, task order, delivery order, or statement of work related to existing government contracts that (x) has not been disqualified by Lender for credit reasons and (y) is not disputed by the Government Account Debtor (collectively, the “Eligible Purchase Orders”); less amounts outstanding hereunder. 9.2 Interest on outstanding principal balances shall accrue daily at the U.S. prime rate in effect from time to time (divided by 365) plus 0.0 164%, with interest accrued in a given calendar month due and payable in arrears on the earlier to occur of the Facility Maturity Date or the last business day of the following month (the earlier of such date, the “Advance Maturity Date”). 9.3 Omitted. 9.4 A commitment fee equal to 1.00% of the Credit Limit shall be deemed fully earned by Lender on the date hereof and due and payable in 12 equal monthly installments beginning upon the first Advance Maturity Date. 9.5 When advanced amounts outstanding hereunder (a) total between 50% and 75% of the Credit Limit, the annualized interest rate in Section 9.2 shall be reduced by 50 basis points and (b) total at least 75% of the Credit Limit, the annualized interest rate in Section 9.2 shall be reduced by 75 basis points. 9.6 Borrower’s aggregate obligations hereunder shall not exceed, without Lender’s prior written approval, the Credit Limit. If such obligations either exceed the Credit Limit or individual advances exceed the percentages in Section 9.1, Lender shall have no obligation to further fund until Borrower pays the amount of excess, which Borrower hereby agrees to pay upon demand. 9.7 All amounts described in this Section 9 (together with all other amounts owing hereunder) not due on an Advance Maturity Date shall be due and payable upon the Facility Maturity Date. 9.8 Collections received by Lender in excess of amounts then owed by Borrower will be remitted to Borrower in due course pursuant to the following wire instructions: Bank: Account Name: Account No: ABA No: COLLATERAL 10. Borrower hereby grants to Lender a continuing lien on and security interest in all assets of Borrower, including its now existing and hereafter arising rights and interests in the following, wherever located: all goods, accounts, accounts receivable, equipment, inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, general intangibles, commercial tort claims, documents, instrume nts (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all o ther investment property, supporting obligations, and financial assets; and all Borrower’s books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, acc essions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing (collectively, the “Collateral”). 11. Borrower shall not encumber any Collateral except for the grant description in Section 10. To the exte nt that a security interest(s) of a third party predates this Agreement and involves the Collateral described in Section 10, as a condition to funding described in Section 9, Borrower shall obtain and provide Lender with a subordination agreement with resp ect to the Collateral in form and substance acceptable to Lender in its sole discretion upon its request , except that Borrower shall not be required to obtain any subordination agreement from, or with respect to the alleged liens and/or security interests asserted by, Atlantic Wave Holdings, LLC and/or Secure Community, LLC and/or Strikepoint Consulting LLC (collectively, the “ Atlantic Wave Parties”), which asserted liens and/or security interests (the “Atlantic Wave Liens”) are described in, and disputed in whole and/or in part by Borrower in, among other things, (a) that certain civil proceeding commenced by the Atlantic Wave Parties against Borrower and Mar k D. Schmidt, removed to the United States District Court for the Southern Dist rict of California on or about January 30, 2024 and there bearing case no. 3:24-cv-00196-RBM- VET, and (b) that certain civil proceeding commenced by the Atlantic Wave Parties against Borrower and Mark D. Schmidt, removed to the United States District Court for the Southern District of California on or about March 11, 2024 and there bearing case no. 3:24 -cv-00482-RBM-VET (collectively, the “Atlantic Wave Litigation”). 12. Lender shall have the continuing and exclusive right to reapply or reverse and reapply any payment by or on behalf of Borrower to any portion of Borrower’s obligations hereunder if a payment or proceeds thereof, or any part thereof, is subsequently invalidated, declared to be fraudulent or preferential, set aside, or required to be repaid (including to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause). In such event, to the extent of such a mount received, the obligations hereunder shall be revived and continue in full force and effect, as if such payment or proceeds had not been received. 13. Omitted. Docusign Envelope ID: 2669A38B-9BDE-44AB-BC1F-DBF57D47D565 Cyberlux Corporation Huntington Bank LEGALIST_000035 Case 3:25-cv-00483-JAG Document 175-3 Filed 04/15/26 Page 3 of 15 PageID# 2711
2 and/or purchase orders not previously provided to Lender (collectively, an “ Advance Request ”) and the completion of Lender’s due diligence relating thereto, and the receipt by Lender of a satisfactory counterparty acknowledgement of an executed Instrument of Assignment in the form attached as Exhibit C, Lender shall promptly disburse the requested amount to Borrower, subject to the terms hereof. LENDER SHALL NOT PROCESS MORE THAN ONE ADVANCE REQUEST PER CALENDAR WEEK. 9. Borrower agrees, in consideration for funds loaned to it by Lender under this Agreement, to pay to Lender the following amounts (pursuant to the wire instructions in Section 5) to be charged thereon: 9.1 Subject to the Credit Limit, the total amount of funding available to Borrower hereunder shall be 50% of the face value of each eligible purchase order, task order, delivery order, or statement of work related to existing government contracts that (x) has not been disqualified by Lender for credit reasons and (y) is not disputed by the Government Account Debtor (collectively, the “Eligible Purchase Orders”); less amounts outstanding hereunder. 9.2 Interest on outstanding principal balances shall accrue daily at the U.S. prime rate in effect from time to time (divided by 365) plus 0.0 164%, with interest accrued in a given calendar month due and payable in arrears on the earlier to occur of the Facility Maturity Date or the last business day of the following month (the earlier of such date, the “Advance Maturity Date”). 9.3 Omitted. 9.4 A commitment fee equal to 1.00% of the Credit Limit shall be deemed fully earned by Lender on the date hereof and due and payable in 12 equal monthly installments beginning upon the first Advance Maturity Date. 9.5 When advanced amounts outstanding hereunder (a) total between 50% and 75% of the Credit Limit, the annualized interest rate in Section 9.2 shall be reduced by 50 basis points and (b) total at least 75% of the Credit Limit, the annualized interest rate in Section 9.2 shall be reduced by 75 basis points. 9.6 Borrower’s aggregate obligations hereunder shall not exceed, without Lender’s prior written approval, the Credit Limit. If such obligations either exceed the Credit Limit or individual advances exceed the percentages in Section 9.1, Lender shall have no obligation to further fund until Borrower pays the amount of excess, which Borrower hereby agrees to pay upon demand. 9.7 All amounts described in this Section 9 (together with all other amounts owing hereunder) not due on an Advance Maturity Date shall be due and payable upon the Facility Maturity Date. 9.8 Collections received by Lender in excess of amounts then owed by Borrower will be remitted to Borrower in due course pursuant to the following wire instructions: Bank: Account Name: Account No: ABA No: COLLATERAL 10. Borrower hereby grants to Lender a continuing lien on and security interest in all assets of Borrower, including its now existing and hereafter arising rights and interests in the following, wherever located: all goods, accounts, accounts receivable, equipment, inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, general intangibles, commercial tort claims, documents, instrume nts (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all o ther investment property, supporting obligations, and financial assets; and all Borrower’s books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, acc essions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing (collectively, the “Collateral”). 11. Borrower shall not encumber any Collateral except for the grant description in Section 10. To the exte nt that a security interest(s) of a third party predates this Agreement and involves the Collateral described in Section 10, as a condition to funding described in Section 9, Borrower shall obtain and provide Lender with a subordination agreement with resp ect to the Collateral in form and substance acceptable to Lender in its sole discretion upon its request , except that Borrower shall not be required to obtain any subordination agreement from, or with respect to the alleged liens and/or security interests asserted by, Atlantic Wave Holdings, LLC and/or Secure Community, LLC and/or Strikepoint Consulting LLC (collectively, the “ Atlantic Wave Parties”), which asserted liens and/or security interests (the “Atlantic Wave Liens”) are described in, and disputed in whole and/or in part by Borrower in, among other things, (a) that certain civil proceeding commenced by the Atlantic Wave Parties against Borrower and Mar k D. Schmidt, removed to the United States District Court for the Southern Dist rict of California on or about January 30, 2024 and there bearing case no. 3:24-cv-00196-RBM- VET, and (b) that certain civil proceeding commenced by the Atlantic Wave Parties against Borrower and Mark D. Schmidt, removed to the United States District Court for the Southern District of California on or about March 11, 2024 and there bearing case no. 3:24 -cv-00482-RBM-VET (collectively, the “Atlantic Wave Litigation”). 12. Lender shall have the continuing and exclusive right to reapply or reverse and reapply any payment by or on behalf of Borrower to any portion of Borrower’s obligations hereunder if a payment or proceeds thereof, or any part thereof, is subsequently invalidated, declared to be fraudulent or preferential, set aside, or required to be repaid (including to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause). In such event, to the extent of such a mount received, the obligations hereunder shall be revived and continue in full force and effect, as if such payment or proceeds had not been received. 13. Omitted. Docusign Envelope ID: 2669A38B-9BDE-44AB-BC1F-DBF57D47D565 Cyberlux Corporation Huntington Bank LEGALIST_000035 Case 3:25-cv-00483-JAG Document 175-3 Filed 04/15/26 Page 3 of 15 PageID# 2711
9 actually incurred by Lender, all of which shall accrue interest at the rate specified in Section 22 of the Agreement, through the date of repayment in full. 15. This Guaranty may be transferred by Lender to any person or party in its sole discretion. 16. Any dispute, claim or controversy arising out of or relating to this Guaranty or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in New York, New York, pursuant to the dispute -resolution provisions of Agreement. 17. This Guaranty may be modified or amended if agreed to in writing by all Parties. This Guaranty represents the entire understanding of the Parties with respect to the subject matter hereof. There is no other prior or contemporaneous agreement, either written or oral, between the Parties with respect to this subject. This Guaranty shall supersede any and all previous agreements. 18. The Parties intend that this Guaranty be enforced to the greatest extent permitted by applicable law. Therefore, if any provision of this Guaranty, on its face or as applied to any person or circumstance, is or becomes unenforceable to any extent, the re mainder of this Guaranty and the application of that provision to other persons, circumstances, or extent will not be impaired. 19. Upon __________________, that certain Guaranty of Financing Agreement dated March 27, 2024 by and between Legalist SPV III, LP, Catalyst Machineworks, LLC, and Datron World Communications, Inc. shall be amended, restated, and superseded in its entirety by this Agreement. GUARANTOR: MARK D. SCHMIDT _________________________ Address: Email: mschmidt@cyberlux.com Jurisdiction of Residence: _______________________ Docusign Envelope ID: 2669A38B-9BDE-44AB-BC1F-DBF57D47D565 Pittsboro, NC 27312 1134 Fearrington Post North Carolina 7/13/2024 LEGALIST_000042 Case 3:25-cv-00483-JAG Document 175-3 Filed 04/15/26 Page 10 of 15 PageID# 2718
AMENDED AND RESTATED GOVERNMENT PURCHASE ORDER FINANCING AGREEMENT This Amended and Restated Government Purchase Order Financing Agreement (“ Agreement”) is made effective as of March 27, 2024 by and between Legalist SPV III, LP (“Lender”) and Cyberlux Corporation and Datron World Communications, Inc. (each and together, “Borrower”). Lender hereby agrees to provide Borrower the services specified in this Agreement and establishes for a period extending one year from the date hereof (the “ Facility Maturity Date”) a revolving line of credit for Borrower in the aggregate maximum principal amount of $7,000,000 (the “Credit Limit”). ACCOUNTS MANAGEMENT 1. Borrower shall, before execution of any agreement with a government-related customer (each, a “ Government Account Debtor”) in connection with which Borrower desires Lender to provide financing under this Agreement, provide to Lender the Government Account Debtor’s contact information, material evidencing any contract with the Government Account Debtor, and other information that may be requested. Lender may conduct due diligence of such Government Account Debtor. Lender may establish or modify a maximum credit limit for any Government Account Debtor, without waiving its right at any subsequent time to terminate or modify any prior acceptance. 2. Borrower shall provide to Lender by or before fifteen (15) days after the last business day of each month: a. Details of all obligations (including, but not limited to, invoices, aging reports, and related information) of Government Account Debtors; b. Details of all accounts payable obligations of Borrower relating thereto; c. A completed Borrowing Base Certificate in the form attached as Exhibit A; d. If applicable, a completed Request for Disbursement in the form attached as Exhibit B; and e. Such other information as Lender may reasonably request (collectively, an “Information Request”). 3. Borrower warrants and guarantees, by submission of an Advance Request, that: a. The services described therein were (or, as applicable, shall be) in fact rendered and that the Eligible Purchase Orders (defined below) evidenced thereby are and will continue to be genuine, bona fide, and collectable and without right of offset, counterclaim, or right of return or cancellation; and b. If it is notified of any dispute, or of any right of offset, counterclaim, or right of return or cancellation against any Government Account Debtor ’s obligation to Borrower, it will immediately notify Lender in writing. c. In addition to Borrower’s obligation to provide a monthly Information Request to Lender, Borrower hereby agrees that it shall also furnish Lender with full financial statements (expressly including proof of payment and/or compliance with all federal, state and/or local tax requirements not later than the forty fifth (45th) day after the end of each calendar quarter) that Borrower keeps in the ordinary course of business in accordance with generally accepted accounting principles consistently applied, and Borrower shall certify that all information contained therein is and shall be true and correct (“ Quarterly Reporting Obligation ”). In addition to any Quarterly Reporting Obligation, Borrower further agrees to provide Lender with a copy of the Borr ower’s books and records otherwise due in connection with any Quarterly Reporting Obligation promptly upon demand at any time upon reasonable notice to Borrower. 4. By or before fifteen (15) days after the last business day of each month, Lender shall provide to Borrower a monthly report (each a “Loan Report”) detailing the current state of Borrower’s account with Lender based upon documentation then provided by Borrower to Lender, including balance, individual transactions, then-available loan amount under the Credit Limit, and related information. Borrower shall notify Lender within five (5) days of delivery if it disputes any part of a Loan Report. The Loan Report shall be deemed correct and binding upon Borrower and shall constitute an account stated between the parties hereto unless Lender receives Borrower’s written statement of exceptions within five (5) days after Borrower’s receipt of same. 5. Borrower agrees that all invoices to Government Account Debtors shall designate Borrower as the sole named payee together with the following wiring instructions (as Borrower may update from time to time): Bank: Silicon Valley Bank Account Name: Legalist SPV III, LP Account No: ABA No: Borrower further agrees that all payments made hereunder shall be made pursuant to the foregoing wire instructions only. Lender is unable to accept payment by check. 6. If any payment on an Eligible Purchase Order is received by Borrower, it shall: a. Hold such payment irrevocably in trust for Lender, separate and apart from Borrower’s own funds; b. Deliver such payment within one (1) business day to Lender pursuant to the wire instructions contained in Section 5 hereinabove; and c. Immediately notify the payee in writing to send future payments to Lender pursuant to such wire instructions. 7. Borrower shall designate Lender as a point of contact with all Government Account Debtors and execute all authorizations or other docume nts requested to establish and maintain Lender’s authority to accept, endorse, and deposit all Government Account Debtor remittances to its own bank account. Borrower hereby appoints Lender its agent for the purpose of executing all such authorizations and other documents. ADVANCES; COMPENSATION TO LENDER 8. Upon Lender’s receipt of a request for disbursement, by and through the submission of the Request for Disbursement form attached as Exhibit B, current accounts receivable aging, current accounts payable ag ing, and any applicable related contracts Docusign Envelope ID: 2669A38B-9BDE-44AB-BC1F-DBF57D47D565 LEGALIST_000034 Case 3:25-cv-00483-JAG Document 175-3 Filed 04/15/26 Page 2 of 15 PageID# 2710
6 representatives, and successors. Lender may assign its rights and obligations hereunder upon notice to Borrower; provided that assignments to an affiliate shall not require prior notice to be effective. 32. Any attempted assignment by Borrower of its rights or obligations under this Agreement without the prior written consent of Lender shall be null and void ab initio and without further effect. SEVERABILITY OF PROVISIONS 33. Each provision hereof shall be severable from every other provision for the purposes of determining legal enforceability of any such provision. DISPUTE RESOLUTION AND JUDICIAL ACTIONS 34. Any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in New York, New York before one arbitrator. 35. The parties agree that JAMS Alternative Dispute Resolution shall promptly appoint a single arbitrator with at least 20 years of experience in commercial litigation. Any such arbitration shall be conducted as follows: a. The arbitrator shall, within two days of appointment, conduct a conference call or meeting with the parties and/or their counsel to establish a schedule for receipt of simultaneous letter briefs not to exceed five single - spaced pages; b. The parties may submit reply letter briefs, not to exceed two single-spaced pages, before close of business on the day preceding an expedited hearing; c. The arbitrator shall, within eight days of appointment, conduct an expedited hearing and receive argument on the letter briefing; and d. The arbitrator shall, within 48 hours of such hearing, issue a written final decision, including reasoning, which shall be sent to and binding on the parties. 36. Service of any notice, including for service of process in any subsequent enforcement of the arbitration award in court may occur by electronic mail. The parties agree to submit to the personal jurisdiction of New York State for the purposes of such arbitration, and judgment upon any award rendered in such arbitration will be binding and may be entered in any court having jurisdiction thereof. 37. This Agreement shall be governed by the internal laws of the State of Delaware without respect to any rules regarding choice of law. AUTHORITY AND EFFECTIVENESS 38. Borrower hereby represents that it is a duly authorize d and existing entity in good standing under the laws of the jurisdiction of organization set forth on the signature page. The execution, delivery, and performance hereof and the other documents hereby contemplated are, and shall remain, within Borrower’s powers, have been duly authorized, and are not in contravention of any law, rule, or regulation, or the terms of any contract, agreement or undertaking to which Borrower is a party or by which it is bound. MISCELLANEOUS 39. Each party represents to the other parties that it (a) has read this agreement, (b) has been represented in the preparation, negotiation, and execution of this Agreement by legal counsel of the party’s own choice or has voluntarily declined to seek such counsel; (c) understands the terms an d consequences of this Agreement; and (d) is fully aware of the legal and binding effect of this Agreement. 40. This agreement supersedes all prior or contemporaneous agreements and understandings between the parties, verbal or written, express or implied, relating to the subject matter hereof. 41. Upon __________________, that certain Government Purchase Order Financing Agreement dated March 27, 2024 shall be amended, restated, and superseded in its entirety by this Agreement. Docusign Envelope ID: 2669A38B-9BDE-44AB-BC1F-DBF57D47D565 7/13/2024 LEGALIST_000039 Case 3:25-cv-00483-JAG Document 175-3 Filed 04/15/26 Page 7 of 15 PageID# 2715
Case 3:25-cv-00483-JAG Document 175-3 Filed 04/15/26 Page 1 of 15 PagelD# 2709 EXHIIT 2
March effective dating, July restatement fields and the April 2026 exhibit filing serve different purposes. The contract terms cannot alone establish when each party signed or what version governed a particular earlier advance.
The express Atlantic Wave exceptions establish that the amended text addressed those adverse claims. They do not establish subordination, priority or knowledge of every fact in the underlying litigation.
The signed assignment plus blank schedule and absent notice leave the account-specific scope and acknowledgement unresolved even though the generic assignment mechanism is documented.
The section 7 guarantee limitation makes identification of the alleged 21(a) or 21(g) default material; the general default catalogue cannot automatically make every listed event an enforceable personal guarantee claim.
Complete supplied 15-page source reviewed at SHA-256 9f7f951c6b7153659317bde8b812f305c1a058d3f59e6b7272a35f88ebdf3353. Source assertions, original visual features, filing/communication context and identified missing attachments are retained. No unexamined later court outcome is inferred.
Case 3:25-cv-00483-JAG Document 175-3 Filed 04/15/26 Page 1 of 15 PagelD# 2709 EXHIIT 2
Which original agreement, amendments, completion certificate and dated loan reports establish governing terms, actual advances and the current reconciled balance?
Which completed borrowing-base certificates, notices, contract schedules and counterparty acknowledgements identify each financed order and assignment?
What record establishes any alleged default, required notices, subsequent funding, waiver or enforcement under the express guaranty limitation?
What UCC, title, subordination and adjudication records resolve the competing Atlantic Wave liens, beyond the express exception in this instrument?
CONNECT
The canvas follows the database: source to DISTIL record, DISTIL record to knowledge object, then reviewed relationship. Position alone means nothing.
The amended agreement confirms a $7 million ceiling and eligible-order conditions. It does not supply the initial $3 million or later $12.5 million instrument or actual draws.
The agreement expressly excepts AWH-related disputed liens from requested subordination. That text matters to the competing-priority enquiry without adjudicating it.
The lender agreement expressly mentions disputed AWH-related liens and litigation. This does not establish that Plaintiffs received assignment notice, as distinct from lender knowledge of their claims.
The 2023 settlement grants a security interest; the 2024 loan expressly excepts the named adverse liens from requested subordination. Neither document determines perfected priority.
Specifically named source propositions support the bounded distinction or question.
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WEIGH
A score appears only when its components and change threshold are published.
The active Website Edition contains no applied score snapshot for this source or its connected objects. That means not assessed—not zero.