Each card carries the governed distillate name from the database. Open the quoted anchor before relying on the interpretation.
observationobservation
Cover30March2022 versus preamble28March2022; June2025 clerk context is separate.
Read the anchor · page 1
6/12/2025 11:44:04 PM
Marilyn Burgess - District Clerk
Harris County
Envelope No: 101970840
2025-41478 / Court: 165
By: ASBERRY, KERRYLONE L
Filed: 6/11/2025 1:08:08 PM
PURCHASE AGREEMENT
whereby
CYBERLUX CORPORATION
shall acquire
CATALYST MACHINEWORKS, LEC
dated as of
MARCH 30, 2022
Unofficial Copy Office of Marilyn Burgess District Clerk
observationobservation
20million collective closing shares;$157,000 debt retirement;$100,000 each closing cash; later$400,000 cash and15million shares each are sep
20million collective closing shares;$157,000 debt retirement;$100,000 each closing cash; later$400,000 cash and15million shares each are separately conditioned.
Read the anchor · page 5
PURCHASE AGREEMENT
This Purchase Agreement (this "Agreement"), dated as of March 28, 2022, is entered into
between Phillip (Rick) Tucker ("Tucker") and Neill Whiteley ("Whiteley?), the sole and
complete interest holders ("Sellers) in Catalyst Machineworks, LLC, a Texas limited liability
company, and Cyberlux Corporation, a Nevada corporation (i Buyer). Capitalized terns used in
this Agreement have the meanings given to such terms herein.
RECITALS
WHEREAS, Sellers own all of the issued and outstanding interests, (the Interests), in
Catalyst Machineworks, LLC, a Texas limited liability company, havias
Ois principal place of
business at 105 Canvas Back Drive, Montgomery, TX 77316-1636 (the Company");
WHEREAS, this agreement will specify the terms of an exchange whereby Sellers will
sell to Buyer their Interests and Buyer will make certain payments to and on behalf of Sellers at
closing and over time and shall issue shares of Buyer's commop stock at closing and over time in
exchange therefore and such shares shall be held by for at leastone year.
WHEREAS, Sellers wishes to sell to Buyer, and BL
yer wishes to purchase from Seller,
the Interests, subject to the terms and conditions set forth herein;
NOW, THEREFORE, in consideration
of the mutual covenants and agreements
hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
PURGASE AND SALE
Section 1.01 Purchase and Safe. Subject to the terms and conditions set forth here, at
the Closing, Sellers shall sell to Bo
er, and Buyer shall purchase from Seller, the Interests, free
and clear of any mortgage, pledge, lien, charge, security interest, claim, community property
interest, option, equitable interest, restriction of any kind (including any restriction on use, voting,
transfer, receipt of income, Of
exercise of any other ownership attribute), or other encumbrance
(each, anỗEncumbrance'
Section 1.02
Exchange. The Interests shall be acquired by Buyer in exchange for the
issuance of twenty miffion shares of Buyer's common stock to Sellers at the Closing free and clear
or any Encumbran
se (the "Shares"), a payment of $157,000 at Closing for purposes of retirement
of Compary
debt, a payment of $100,000 at closing each to Tucker and Whiteley and a
commitment@closing to make certain additional cash payments, employment commitments and
stock issdances over time pursuant to this agreement and described herein as "Subsequent
ConsiderationiẠạỊ
Section 1.03 Subsequent Consideration. Subsequent Consideration paid pursuant to
the commitment stated herein shall include
{a)
payments of $100,000 to both lucker and Whiteley at the three month, six
month, nine month, and twelve month periods after the closing date, for a total payment of
5
claimallegation
This unofficial Harris County clerk copy has a30March2022 cover date,28March2022 operative preamble date and June2025 filing/retrieval marki
This unofficial Harris County clerk copy has a30March2022 cover date,28March2022 operative preamble date and June2025 filing/retrieval markings. Page25 shows a Cyberlux signature over Mark Schmidt/CEO but blank Phillip Tucker and Neill Whiteley seller signature lines; neither the cover nor filing proves mutual execution or closing.
Read the anchor · page 1
6/12/2025 11:44:04 PM
Marilyn Burgess - District Clerk
Harris County
Envelope No: 101970840
2025-41478 / Court: 165
By: ASBERRY, KERRYLONE L
Filed: 6/11/2025 1:08:08 PM
PURCHASE AGREEMENT
whereby
CYBERLUX CORPORATION
shall acquire
CATALYST MACHINEWORKS, LEC
dated as of
MARCH 30, 2022
Unofficial Copy Office of Marilyn Burgess District Clerk
claimallegation
The contract represents delivery of audited2019–2021 GAAP financials, ordinary-course/materiality limits on liabilities and no adverse chang
The contract represents delivery of audited2019–2021 GAAP financials, ordinary-course/materiality limits on liabilities and no adverse change since the balance-sheet date. These are contractual warranties; no audit report or accounts are supplied.
Read the anchor · page 9
Governmental Authority, unincorporated organization, trust, association, or other entity
(each, a "Person")
(c)
Except as set out in Section 3.03(c) of the Disclosure Schedules, there are
no outstanding or authorized options, warrants, convertible securities, stock appreciation,
phantom stock, profit participation, or other rights, agreements, or commitments relating
to the Interests of the Company or obligating Sellers or the Company to issue or sell any
type of interest in the Company. There are no trusts, agreements, proxiescot any type in
effect with respect to the voting or transfer of any of the Interests
Section 3.05 No Subsidiaries. The Company does not have, or have the night to acquire,
an ownership interest in any other Person except the Subsidiary.
Section 3.06 No Conflicts or Consents. The execution,
teleory, and performance by
Sellers of this Agreement and the other Transaction Documents to which it is a party, and the
consummation of the transactions contemplated hereby and thereby do not and will not: (a) violate
or conflict with any provision of the certificate of organizatiod, operating agreement, or other
governing documents of Sellers or the Company; (b) violated
a contlict with any provision of any
statute, law, ordinance, regulation, rule, code, treaty, or ober requirement of any Govermental
Authority (collectively, "Law") or any order, writ, judg
tient, injunction, decree, determinataon,
penalty, or award entered by or with any Governmental Authority ("Governmental Order")
applicable to Sellers or the Company; (c) require the consent, notice, or filing with or other action
by any Person or require any Permit, license, or Governmental Order; (d) violate or conflict with,
result in the acceleration of, or create in any patty the right to accelerate, terminate, or modify any
contract, lease, deed, mortgage, license, instrament, note, indenture, joint venture, or any other
agreement, commitment, or legally binding arrangement, whether written or oral (collectively,
Contracts"), to which Sellers or the Company is a party or by which Sellers or the Company is
bound or to which any of their respecove properties and assets are subject, or (e) result in the
creation or imposition of any Encumbrance on any properties or assets of the Company.
Section 3.07 Financial Statements. Complete copies of the Company's audited financial
statements consisting of the balance sheet of the Company as at December J1 in each or the years
2019, 2020 and 2021, and abe related statements of income and retained camings, stockholders
equity, and cash flow for the years then ended (the "Financial Statements) are included in the
Disclosure Schedules have been delivered to Buyer. The Financial Statements have been prepared
in accordance with goverally accepted accounting principles in effect in the United States from
time to time ("GA&"), applied on a consistent basis throughout the period involved. The
Financial Statements are based on the books and records of the Company and fairly present in all
material respects the financial condition of the Company as of the respective dates they were
prepared and the results of the operations of the Company for the periods indicated. The balance
sheet of the Company as of 2021 is referred to herein as the "Balance Sheet" and the date thereof
as the "Balance Sheet Date". The Company maintains a standard system of accounting established
and administered in accordance with GAAP.
Section 3.08 Undisclosed Liabilities. The Company has no liabilities, obligations, or
commitments of any nature whatsoever, whether asserted, known, absolute, accrued, matured, or
otherwise (collectively, " Liabilities"), except: (a) those which are adequately reflected or reserved
9
claimallegation
Scheduled material contracts include$10,000-plus commitments, indebtedness, IP and competition restrictions; real property, encumbrances, ma
Scheduled material contracts include$10,000-plus commitments, indebtedness, IP and competition restrictions; real property, encumbrances, material customers/suppliers and insurance are also referred to schedules. Representations of title, continuity and coverage are not independent diligence results.
Read the anchor · page 10
against in the Balance Sheet as of the Balance Sheet Date; and (b) those which have been incurred
in the ordinary course of business consistent with past practice since the Balance Sheet Date and
which are not, individually or in the aggregate, material in amount.
Section 3.09 Absence of Certain Changes, Events, and Conditions. Since the Balance
Sheet Date, and other than in the ordinary course of business consistent with past practice, there
has not been, with respect to the Company, any change, event, condition, or development that is.
or could reasonably be expected to be, individually or in the aggregate, materially adverse to the
businesa, results of operations, condition (financial or otherwise), or assets of the Company.
Section 3.10 Material Contracts.
(a)
Section 3.09(a) of the Disclosure Schedules Its each Contract that is
material to the Company (such Contracts, together with at Contracts concerning the
occupancy, management, or operation of any Real Property fas defined in Section 3.11 (a)),
being "Material Contracts"), including the following:
each Contract of the Companyanvolving aggregate consideration in
excess of $10,000.00 and which, in each cases cannot be cancelled by the Company
without penalty or without more than 30 day's' notice;
all Contracts that provide for the indemnification by the Company
of any Person or the assumptior
& any Tax (as defined in Section 3.20(a)),
environmental, or other Liability of any Person;
(101)
all Contractorelating to Intellectual Property (as defined in Section
3. 1z(a)), including all licen
jes, sublicenses, settlements, coexistence aareements,
covenants not to sue, ancyperissions;
(v)
or Contracts relating to trade payables, all Contracts relating
to indebtedness
ngluding, without limitation, guarantees) of the Company; and
(·>
al Contracts that limit or purport to limit the ability of the Company
to compete any line of business or with any Person or in any geographic area or
during any period of time.
Each Material Contract is valid and binding on the Company in accordance
with its ferns and is in full force and effect. None of the Company or, to Seller's knowledge,
any other party thereto is in breach of or default under (or is alleged to be in breach of or
defaut under) in any material respect, or has provided or received any notice of any
Infeption to terminate, any Material Contract. Complete and correct copies of each Material
Contract (including all modifications, amendments, and supplements thereto and waivers
thereunder) have been made available to Buyer.
Section 3.11 Real Property; Title to Assets.
(a)
Section 3.10(a) of the Disclosure Schedules lists all real property in which
the Company has an ownership or leasebold (or subleasehold) interest (together with all
10
claimallegation
Broad IP warranties claim ownership or enforceable use, no encumbrances, validity and noninfringement; they do not themselves resolve the Le
Broad IP warranties claim ownership or enforceable use, no encumbrances, validity and noninfringement; they do not themselves resolve the Legacy IP carve-out or supply chain of title.
Read the anchor · page 11
buildings, structures, and improvements located thereon, the "Real Property"), including:
(1) the street address of each parcel of Real Property; (u) for Real Property that is leased or
subleased by the Company, the landlord under the lease, the rental amount currently being
paid, and the expiration of the term of such lease or sublease, and any termination or
renewal rights of any party to the lease; and (ni) the current use of each parcel of Real
Property. Sellers has delivered or made available to Buyer true, correct, and complete
copies of all Contracts, title insurance policies, and surveys relating to the Real Property.
(b)
The Company has good and valid (and, in the case of owned Real Property,
good and indefeasible fee simple) title to, or a valid leasehold interest (mall Real Property
and personal property and other assets reflected in the Financial Statements or acquired
after the Balance Sheet Date (other than properties and assets sold er otherwise disposed
of in the ordinary course of business consistent with past practicssince the Balance Sheet
Date). All Real Property and such personal property and other assets (including leasehold
interests) are free and clear of Encumbrances except for those items set forth in Section
3.10(6) of the Disclosure Schedules.
(c)
The Company is not sublessor of O
fantor under any sublease or other
instrument granting to any other Person any right to possess, lease, occupy, or use any
leased Real Property. The use of the Real Property in the conduct of the Company's
business does not violate in any material respect any Law, covenant, condition, restriction,
easement, license, permit, or Contract and ao material improvements constituting a part of
the Real Property encroach on real property
owned or leased by a Person other than the
Compaay.
Section 3.12 Intellectual Property
(a)
The term "Intell Stual Property" means any and all of the following in any
junsdiction throughout the
World: (i) issued patents and patent applications; (I1)
trademarks, service marks
trade names, and other similar indicia of source or origin,
together with the goodwill connected with the use of and symbolized by, and all
registrations, applications for registration, and renewals of, any of the foregoing; (il)
copyrights, including all applications and registrations; (iv) trade secrets, know-how,
inventions (whether or not patentable), technology, and other confidential and proprietary
information and all rights therem; (V) internet domain names and social media accounts
and pages; anD(vi) other intellectual or industrial property and related proprietary rights,
Interests and protections
Section 3.11(b) of the Disclosure Schedules lists all issued patents,
registered trademarks, domain names and copynights, and pending applications for any of
the foregoing and all material unregistered Intellectual Property that are owned by the
Company (the "Company IP Registrations"). The Company owns or has the valid and
enforceable right to use all Intellectual Property used in or necessary for the conduct of the
Company's business as currently conducted or as proposed to be conducted (the "Company
Intellectual Propertyạ free and clear of all Encumbrances. All of the Company
Intellectual Property is valid and enforceable, and all Company IP Registrations are
21
claimallegation
Seller warranties cover no proceedings/orders, law/permit compliance and environmental conditions/hazardous releases. No actual permit, regu
Seller warranties cover no proceedings/orders, law/permit compliance and environmental conditions/hazardous releases. No actual permit, regulator or environmental record accompanies them.
Read the anchor · page 13
Section 3.15 Legal Proceedings; Governmental Orders.
(a)
There are no claims, actions, causes of action, demands, lawsuits,
arbitrations, inquiries, audits, notices of violation, proceedings, litigation, citations,
summons, subpoenas,
or investigations of any nature, whether at law or in equity
(collectively, "Actions") pending or, to Seller's knowledge, threatened agaiast or by the
Company, Seller, or any Affiliate of Seller: (1) relating to or affecting the Company or any
of the Company's properties or assets; or (it) that challenge or seek to pretent, enjoin, or
otherwise delay the transactions contemplated by this Agreement. No eveat has occurred
or circumstances exist that may give rise to, or serve as a basis for, any gluch Action.
(b)
There are no outstanding, and the Company is an
compliance with all,
Govermental Orders against, relating to, or affecting the Company or any of its properties
or assets.
Section 3.16 Compliance with Laws, Permits.
The Company has complied, and
how complyas with all Envy
applicable to it or its business, properties, or assets
All permits, licenses, franchises
approvals, registrations, certifacates,
variances, and similar rights obtained, or required to be obtained, from Govermental
Authorities (collectively, "Permits") in order for the Company to conduct its business,
including, without limitation, owning f
operating any of the Real Property, have been
obtained and are valid and in full force and effect. Section 3.15(b) of the Disclosure
Schedules lists all current Permits&ssued to the Company and no event has occurred that
would reasonably be expected to ult in the revocation or lapse of any such Permit.
Section 3.17 EnvironmentaDMatters.
(a)
The terms )) " Environmental Laws" means all Laws, now or bereafter in
effect, in each case as amended or supplemented from time to time, relating to the
regulation and proteddon of human health, safety, the environment, and natural resources,
ind ding any fedes astarteal trans of hazardis matrain razarous santes.
"hazardous sultances," "industrial wastes," or "toxic pollutants, " as such terms are defined
under ray
avironmental Laws; (B) any other hazardous or radioactive substance,
contamigagt, or waste; and (C) any other substance with respect to which any
Environmental Law or Governmental Authority requires environmental investigation,
regalagon, monitoring, or remediation.
The Company has complied, and is now complying, with all Environmental
Laws. Neither the Company nor Sellers has received notice from any Person that the
Company, its business or assets, or any real property currently or formerly owned, leased,
or used by the Company is or may be in violation of any Environmental Law or any
applicable Law regarding Hazardous Substances.
13
Benefit/employment warranties cover plans, contributions, ERISA exposure, transaction-triggered benefits, paid preclosing compensation, labour status and employment compliance. They are not evidence later employment continued or the contingent seller consideration was earned.
Tax, books/records, no-broker and full-disclosure warranties follow; buyer separately gives authority/no-conflict/investment-purpose/no-broker warranties. No-broker terms relate to this acquisition, not every later product transaction.
Read the anchor · page 16
harassment, retaliation, and reasonable accommodation, leaves of absence, terms and
conditions of employment, wages and hours of work, employee classification, employee
health and safety, engagement and classification of independent contractors, payroll taxes,
and immigration with respect to all employees, independent contractors, and contingent
workers; and (ii) all applicable Laws relating to the relations between it and any labor
organization, trade union, work council, or other body representing employees of the
Company.
Section 3.20 Taxes.
All returs, declarations, reports, information returns and statements, and
other documents relating to laxes (including amended returns and claims for retund)
(collectively,Tax Returns) required to be filed by the Compaakoon or before the Closing
Date have been timely filed. Such Tax Retums are truc
sagect, and complete in all
respects. All Taxes due and owing by the Company (whether or not shown on any Tax
Return) have been timely paid. No extensions or waivers of statutes of limitations have
been given or requested with respect to any Taxes of tag Company. Sellers have delivered
to Buyer copies of all Tax Returns and examination reports of the Company and statements
of deficiencies assessed against, or agreed to by, the Company, for all Tax periods ending
after 2018, 2019, and 2020. The ter 'Taxes" @gans all federal, state, local, foreign, and
other income, gross receipts, sales, use, production, ad valorem, transfer, franchise,
registration, profits, license, lease, service
service use, withholding, payroll, employment,
unemployment, estimated, excise, severance, environmental, stamp, occupation, premium,
property (real or personal), real proper
gains, windfall profits, customs, duties, or other
taxes, fees, asseasments, or charges
any kind whatsoever, together with any interest,
additions, or penalties with respect-thereto.
(b)
The Company das not been a member of an affiliated, combined,
consolidated, or unitary Ta group for Tax purposes. The Company has no Liability for
Taxes of any Person (other than the Company) under Treasury Regulations Section 1. 1502~
6 (or any corresponding provision of state, local, or foreign Law), as transferee or
successor, by contrage of otherwise.
(c)
There are no liens for Taxes (other than for current Taxes not yet due and
payable) uporthe assets of the Company.
'Sellers is not a "foreign person as that term is used in Treasury Regulations
Section 1445-2. The Company is not, nor has it been, a United States real property
holding corporation (as defined in Section 897(c)(2) of the Code) during the applicable
period specited in Section 897(c)(1)(a) of the Code.
Section 3.21 Books and Records. The minute books and share record and transfer books
of the Company, all of which are in the possession of the Company and have been made available
to Buyer, are complete and correct.
Section 3.22 Brokers. No broker, finder, or investment banker is entitled to any
brokerage, finder's, or other fee or commission in connection with the transactions contemplated
16
claimallegation
Post-closing confidentiality has public/lawfully-acquired information exceptions and compelled-disclosure notice/protection provisions; furt
Post-closing confidentiality has public/lawfully-acquired information exceptions and compelled-disclosure notice/protection provisions; further assurances require additional documents/actions. These provisions do not prove any particular disclosure breach.
Read the anchor · page 18
by this Agreement or any other Transaction Document based upon arrangements made by or on
behalf of Buyer.
ARTICLE Y
COVENANTS
Section 5.01 Confidentiality. From and after the Closing. Sellers shall, and shall cause
its Athlates and its and their respectve directors, officers, employees, consultants, counsel,
accountants, and other agents (collectively, "Representatives") to, hold in confidence any and all
information, in any form, concerning the Company, except to the extent that Sellers can show that
such information: (a) is generally available to and known by the public throggh no fault of Seller,
any of its Affiliates, or their respective Representatives; or (b) is lawfulg acquired by Seller, any
of its Affiliates, or their respective Representatives from and after the f
sing from sources which
are not probibited from disclosing such information by any obligation. If Sellers or any of its
Affiliates or their respective Representatives are compelled to disclose any information by
Govemmental Order or Law, Sellers shall promptly notify Buyeen writing and shall disclose only
that portion of such intormation which is legally required te disclosed; provided, however,
Sellers shall use reasonable best efforts to obtain as promptly as possible an appropriate protective
order or other reasonable assurance that confidential treanment will be accorded such information.
Section 5.02 Further Assurances. Following the Closing, each of the parties bereto
shall, and shall cause their respective Affiliates to exgcute and deliver such additional documents
and instruments and take such further actions as may be reasonably required to carry out the
provisions hereof and give effect to the transactions contemplated by this Agreement and the other
Transaction Documents.
DARTICLE VI
OTAX MATTERS
Section 6.01 Tax Covenants.
(a)
Withou the prior written consent of Buyer, Sellers shall not, to the extent it
omit to take any action, or enter into any other transaction that would have the effect of
increasing tig Tax liability or reducing any Tax asset of Buyer or the Company, in respect
of any taxable period that begins after the Closing Date or, in respect of any taxable period
that begs before and ends after the Closing Date (each such period, a "Straddle Period"),
the portion of any Straddle Period beginning after the Closing Date.
All transfer, documentary, sales, use, stamp, registration, value added, and
other such Taxes and fees (including any penalties and interest) incurred in connection with
this Agreement and the other Transaction Documents shall be bore and paid by Sellers
when due. Sellers shall, at its own expense, timely file any Tax Return or other document
with respect to such Taxes or fees (and Buyer shall cooperate with respect thereto as
neceasary)
18
claimallegation
Tax allocation puts transfer taxes and preclosing tax indemnities on Sellers, assigns Buyer later-filed returns and straddle-period preparat
Tax allocation puts transfer taxes and preclosing tax indemnities on Sellers, assigns Buyer later-filed returns and straddle-period preparation, allocates relevant income/transaction taxes by closing-date cut-off and other taxes by days, and requires cooperation/retention. Tax provisions survive limitations plus60days.
Read the anchor · page 18
by this Agreement or any other Transaction Document based upon arrangements made by or on
behalf of Buyer.
ARTICLE Y
COVENANTS
Section 5.01 Confidentiality. From and after the Closing. Sellers shall, and shall cause
its Athlates and its and their respectve directors, officers, employees, consultants, counsel,
accountants, and other agents (collectively, "Representatives") to, hold in confidence any and all
information, in any form, concerning the Company, except to the extent that Sellers can show that
such information: (a) is generally available to and known by the public throggh no fault of Seller,
any of its Affiliates, or their respective Representatives; or (b) is lawfulg acquired by Seller, any
of its Affiliates, or their respective Representatives from and after the f
sing from sources which
are not probibited from disclosing such information by any obligation. If Sellers or any of its
Affiliates or their respective Representatives are compelled to disclose any information by
Govemmental Order or Law, Sellers shall promptly notify Buyeen writing and shall disclose only
that portion of such intormation which is legally required te disclosed; provided, however,
Sellers shall use reasonable best efforts to obtain as promptly as possible an appropriate protective
order or other reasonable assurance that confidential treanment will be accorded such information.
Section 5.02 Further Assurances. Following the Closing, each of the parties bereto
shall, and shall cause their respective Affiliates to exgcute and deliver such additional documents
and instruments and take such further actions as may be reasonably required to carry out the
provisions hereof and give effect to the transactions contemplated by this Agreement and the other
Transaction Documents.
DARTICLE VI
OTAX MATTERS
Section 6.01 Tax Covenants.
(a)
Withou the prior written consent of Buyer, Sellers shall not, to the extent it
omit to take any action, or enter into any other transaction that would have the effect of
increasing tig Tax liability or reducing any Tax asset of Buyer or the Company, in respect
of any taxable period that begins after the Closing Date or, in respect of any taxable period
that begs before and ends after the Closing Date (each such period, a "Straddle Period"),
the portion of any Straddle Period beginning after the Closing Date.
All transfer, documentary, sales, use, stamp, registration, value added, and
other such Taxes and fees (including any penalties and interest) incurred in connection with
this Agreement and the other Transaction Documents shall be bore and paid by Sellers
when due. Sellers shall, at its own expense, timely file any Tax Return or other document
with respect to such Taxes or fees (and Buyer shall cooperate with respect thereto as
neceasary)
18
claimallegation
Mutual indemnities cover breached warranties/covenants with written notice and defence/settlement procedures. General warranties survive thr
Mutual indemnities cover breached warranties/covenants with written notice and defence/settlement procedures. General warranties survive three years from closing, specified fundamental sections indefinitely, covenants indefinitely unless otherwise stated, and timely notified claims until resolved; no proven breach/notice is attached.
Read the anchor · page 20
proceeding in respect of Taxes of the Company, including providing copies of relevant Tax
Returns and accompanying documents. Each of Sellers and Buyer shall retain all Tax Returns and
other documents in its possession relating to Tax matters of the Company for any Pre-Closing Tax
Period (collectively. "Tax Records*) until the expiration of the statute of limitations of the taxable
periods to which such Tax Records relate.
Section 6.06 Survival. Notwithstanding anything in this Agreement to the contrary, the
provisions of Section 3.20 and this ARTICLE VI shall survive for the full period of all applicable
statutes of limitations (giving effect to any waiver, mitigation, or extension thereed) plus 60 days
ARTICLE VI
INDEMNIFICATION
Section 7.01 Indemnification by Seller. Subject to the other terms and conditions of this
ARTICLE VII, Sellers shall indemnify and defend each of Buyer and its Affiliates (including the
Company) and their respective Representatives (collectively, the
@Buyer Indemnitees*) against,
and shall hold each of them harmless from and against, and slo
pay and reimburse each of them
for, any and all Losses incurred or sustained by, or imposed pon, the Buyer Indemnitees based
upon, arising out of, with respect to, or by reason of
(a)
any inaccuracy in or breach of any of the representations or warranties of
Sellers contained in this Agreement or the ober Traasaction Documents; or
any breach or non-fulfaloent of any covenant, agreement, or obligation to
be performed by Sellers pursuant to this Agreement or the other Transaction Documents.
Section 7.02 Indemnification by Buyer. Subject to the other terms and conditions of
this ARTICLE VII, Buyer shall indefity and defend each of Sellers and its Affiliates and their
respective Representatives (collecfely, the "Sellers Indemnitees") against, and shall hold each
of them harmless from and agains and shall pay and reimburse each of them for, any and all
Losses incurred or sustained by, or imposed upon, the Sellers Indemnitees based upon, arising out
of, with respect to, or by reason of:
(a)
any inaccuracy in or breach of any of the representations or warranties of
Buyer contained in this Agreement or the other Transaction Documents; or
any breach or non-fulfillment of any covenant, agreement, or obligation to
be performed by Buyer pursuant to this Agreement.
Section 7.03 Indemnification Procedures. Whenever any claim shall arise for
indemnification hereunder, the party entitled to indemnification (the 'Indemnified Party") shall
promptly provide written notice of such claim to the other party (the "Indemnifying Party"). In
connection with any claim giving rise to indemnity hereunder resulting from or arising out of any
Action by a Person who is not a party to this Agreement, the Indemnifying Party, at its sole cost
and expense and upon written notice to the Indemnified Party, may assume the defense of any such
Action with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall
be entitled to participate in the defense of any such Action, with its counsel and at its own cost and
20
claimallegation
Notice methods have different receipt/transmission rules. Seller notices name Whiteley and Tucker, copies to John A.Havey; buyer notice goes
Notice methods have different receipt/transmission rules. Seller notices name Whiteley and Tucker, copies to John A.Havey; buyer notice goes to Cyberlux president/CEO, copies to Chuck Watts/Watts Law. Copy-to-counsel expressly does not constitute notice.
Read the anchor · page 21
expense. If the Indemnifying Party does not assume the defense of any such Action, the
Indemnified Party may, but shall not be obligated to, defend against such Action in such manner
as it may deem appropriate, including settling such Action, after giving notice of it to the
Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action
taken by the Indemnified Party in accordance with such defense and settlement shall relieve the
Indemnifying Party of its indemnification obligations herein provided with respect to any damages
resulting therefrom. The Indemnifying Party shall not settle any Action without the Indemnified
Party's prior written consent (which consent shall not be unreasonably withheld or delayed).
Section 7.04 Survival. Subject to the limitations and other provisions of this Agreement,
the representations and warranties contained herein (other than any representations or warranties
contained in Section 3.20 which are subject to ARTICLE VT) and
all related rights to
indemnification shall survive the Closing and shall remain in full forge and effect until the date
sation not Ses on 02, totion Date, Section 3,05, Section 22 section aal and serious in
shall survive indefinitely. Subject to ARTICLE VI, all covenantand agreements of the parties
contained herein shall survive the Closing indeñnitely unless agother period is explicitly apecified
herein. Notwithstanding the foregoing, any claims which ar
mely asserted in writing by notice
from the non-breaching party to the breaching party prior
o the expiration date of the applicable
survival period shall not thereafter be barred by the expration of the relevant representation or
warranty and such claims shall survive until finally resolved].
Section 7.05 Tax Claims. Notwithstanding any other provision of this Agreement, the
control of any claim, assertion, event, or proceeding in respect of Taxes of the Company
(incivoing, but not limited to, any such clam in respect of a breach of the representations and
warranties in Section 3.20 hereof or any
deach or violation of or tallure to fully pertorm any
covenant, agreement, undertaking, or obligation in ARTICLE VI) shall be governed exclusively
by Article VI hereof.
Section 7.06 Cumulative
Remedies. The rights aad remedies provided for in this
ARTICLE VII (and in Article VI) are cumulative and are in addition to and not in substitution for
any other rights and remedigs agailable at Law or in equity or otherwise.
ARTICLE VIII
MISCELLANEOUS
Section 820
Expenses. All costs and expenses incurred in connection with this
Agreement ang
he transactions contemplated hereby shall be paid by the party incurring such
costs and expenses.
Section 8.02 Notices. All notices, claims, demands, and other communications hereunder
shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with
written confirmation of receipt); (b) when received by the addressee if sent by a nationally
recognized overnight courier (receipt requested); (c) on the date sent by facsimile or email of a
PDF document (with confirmation of transmission) if sent during normal business hours of the
recipient, and on the next business day if sent after normal business hours of the recipient; or (d)
on the third day after the date mailed, by certified or registered mail, retur receipt requested,
21
[Own visual verification: Section7.04 general survival is three years from Closing Date; Sections3.01,3.02,3.04,3.05,3.22,4.01 and4.04 survive indefinitely. Timely written claims survive until finally resolved.]
claimallegation
The proposed acquisition transfers all Catalyst Machineworks LLC interests from Phillip(Rick)Tucker and Neill Whiteley to Cyberlux free of e
The proposed acquisition transfers all Catalyst Machineworks LLC interests from Phillip(Rick)Tucker and Neill Whiteley to Cyberlux free of encumbrances, in exchange for20million common shares at closing,$157,000 toward company debt and$100,000 to each seller at closing, plus subsequent consideration. The initial20million shares are stated to Sellers collectively, not20million each.
Read the anchor · page 5
PURCHASE AGREEMENT
This Purchase Agreement (this "Agreement"), dated as of March 28, 2022, is entered into
between Phillip (Rick) Tucker ("Tucker") and Neill Whiteley ("Whiteley?), the sole and
complete interest holders ("Sellers) in Catalyst Machineworks, LLC, a Texas limited liability
company, and Cyberlux Corporation, a Nevada corporation (i Buyer). Capitalized terns used in
this Agreement have the meanings given to such terms herein.
RECITALS
WHEREAS, Sellers own all of the issued and outstanding interests, (the Interests), in
Catalyst Machineworks, LLC, a Texas limited liability company, havias
Ois principal place of
business at 105 Canvas Back Drive, Montgomery, TX 77316-1636 (the Company");
WHEREAS, this agreement will specify the terms of an exchange whereby Sellers will
sell to Buyer their Interests and Buyer will make certain payments to and on behalf of Sellers at
closing and over time and shall issue shares of Buyer's commop stock at closing and over time in
exchange therefore and such shares shall be held by for at leastone year.
WHEREAS, Sellers wishes to sell to Buyer, and BL
yer wishes to purchase from Seller,
the Interests, subject to the terms and conditions set forth herein;
NOW, THEREFORE, in consideration
of the mutual covenants and agreements
hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
PURGASE AND SALE
Section 1.01 Purchase and Safe. Subject to the terms and conditions set forth here, at
the Closing, Sellers shall sell to Bo
er, and Buyer shall purchase from Seller, the Interests, free
and clear of any mortgage, pledge, lien, charge, security interest, claim, community property
interest, option, equitable interest, restriction of any kind (including any restriction on use, voting,
transfer, receipt of income, Of
exercise of any other ownership attribute), or other encumbrance
(each, anỗEncumbrance'
Section 1.02
Exchange. The Interests shall be acquired by Buyer in exchange for the
issuance of twenty miffion shares of Buyer's common stock to Sellers at the Closing free and clear
or any Encumbran
se (the "Shares"), a payment of $157,000 at Closing for purposes of retirement
of Compary
debt, a payment of $100,000 at closing each to Tucker and Whiteley and a
commitment@closing to make certain additional cash payments, employment commitments and
stock issdances over time pursuant to this agreement and described herein as "Subsequent
ConsiderationiẠạỊ
Section 1.03 Subsequent Consideration. Subsequent Consideration paid pursuant to
the commitment stated herein shall include
{a)
payments of $100,000 to both lucker and Whiteley at the three month, six
month, nine month, and twelve month periods after the closing date, for a total payment of
5
claimallegation
The body controls conflicting ancillary documents except express schedule exceptions; assignment requires consent, amendments require signed
The body controls conflicting ancillary documents except express schedule exceptions; assignment requires consent, amendments require signed writing, and counterparts/electronic signed copies are permitted. North Carolina law, Durham-exclusive forum wording and jury waiver are contractual text, not a present jurisdiction or enforceability ruling.
Read the anchor · page 22
postage prepaid, if sent to the respective parties at the following addresses (or at such other address
for a party as shall be spectfied in a notice given in accordance with this Section 8.02):
If to Seller:
105 Canvas Back Dr., Montgomery, Texas 77316
Facsimile: 724-378-7703
Email: info@catalystmachineworks.com
Attention: Neill Whiteley
6222 Darby Way, Spring, Texas 77389
Facsimile: 724-378-7703
Email: rick@liquidambermedia.com
Attention: Phillip Tucker
with a copy (which shall not
constitute notice) to:
Faasimile: 724-378-7703
Email: johnahavey@esquire24
*com
Attention: John A. Havey, Po
If to Buyer:
800 Park Omces Unya, shite 3202, Damam, NO 2/05
Facsimule: 919-867-29V
Email: mschmidt@cyberlux.com
Attention: Presteem & CEO
with a copy (which shall not
Watts Law, PLLC
constitute notice) to:
Email: ODWatts/@me.com
Attentidn
Chuck Watts
Section 8.03 Interpretaton:
leadings. This Agreement shall be construed without
regard to any presumption or rule requiring construction or interpretation against the party drafting
an instrument or causing any instment to be drafted. The headings in this Agreement are for
reference only and shall not affect the interpretation of this Agreement.
Section 8.04 Severability. If any term or provision of this Agreement is invalid, illegal,
or unenforceable in any Quisdiction, such invalidity, illegality, or unenforceability shall not affect
any other term or provaion of this Agreement.
Section &
Entire Agreement. This Agreement and the other Transaction Documents
constitute the sole and entire agreement of the parties to this Agreement with respect to the subject
matter contained herein and therein, and supersede all prior and contemporaneous understandings
and agreaments, both written and oral, with respect to such subject matter. In the event of any
inconsistency between the statements in the body of this Agreement and those in the other
transaction Documents, any exhibits, and the Disciosure schedules (other than an exception
expressly set forth as such in the Disclosure Schedules), the statements in the body of this
Agreement will control.
Section 8.06 Successors and Assigns. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors and permitted assigns.
22
claimallegation
The contents and definitions exhibit contain numbering/cross-reference drift relative to body sections. ExhibitA is only a definitions table
The contents and definitions exhibit contain numbering/cross-reference drift relative to body sections. ExhibitA is only a definitions table; it is not the financial/IP/disclosure schedules or employment agreements repeatedly referenced.
Read the anchor · page 2
TABLE OF CONTENTS
ARTICLE I PURCHASE AND SALE..
5
Section 1.01 Purchase and Sale..
5
Section 1.02 Purchase Price.
ARTICLE II CLOSING..
6
Section 2.01 Closing..
Section 2.02 Sellers Closing Deliverables...
District Clerk
7
Section 2.03 Buyer's Deliveries.
7
ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER
7
Section 3.01 Organization and Authority of Seller
8
Section 5.02 Organization, Authority, and Qualicatien of the Company.
8
Section 4.03 Investment Purpose.
8
Section 3.03 Capitalization.
Section 3.04 No Subsidiaries.
9
Section 3.05 No Conflicts or Consents.
Maril
9
Section 3.06 Financial Statements.
9
Section 3.07 Undisclosed Liabilities.
9
Section 3.08 Absence of Certain Changes, Events, and Conditions
.10
Section 3.09 Material Contracts...
10
Section 3.10 Real Property; Title to Assets.
10
Saction 3.11 Intellectual Property.
. 11
Section 3.12 Material Customers and Suppliers.
. 12
Section 3.13 Insurance.
. 12
Section 3.14 (egal Proceedings; Governmental Orders.
. 13
Section.35 Compliance with Laws; Permits.
13
Section 3.16 Environmental Matters.
Section 3.17 Employee Benefit Matters..
1
Section 3.18 Employment Matters.
15
Section 3.19 Taxes..
16
claimallegation
The visible partial signature establishes the state of this copy only: it does not prove that no signed seller counterpart exists elsewhere,
The visible partial signature establishes the state of this copy only: it does not prove that no signed seller counterpart exists elsewhere, and the later clerk filing is not authentication of every contractual recital.
Read the anchor · page 1
6/12/2025 11:44:04 PM
Marilyn Burgess - District Clerk
Harris County
Envelope No: 101970840
2025-41478 / Court: 165
By: ASBERRY, KERRYLONE L
Filed: 6/11/2025 1:08:08 PM
PURCHASE AGREEMENT
whereby
CYBERLUX CORPORATION
shall acquire
CATALYST MACHINEWORKS, LEC
dated as of
MARCH 30, 2022
Unofficial Copy Office of Marilyn Burgess District Clerk
claimallegation
Subsequent cash is$100,000 to each seller at3,6,9and12months after closing—$400,000 each—conditioned on remaining employed by Cyberlux or a
Subsequent cash is$100,000 to each seller at3,6,9and12months after closing—$400,000 each—conditioned on remaining employed by Cyberlux or a subsidiary. The copy proves terms, not that employment conditions or payments occurred.
Read the anchor · page 5
PURCHASE AGREEMENT
This Purchase Agreement (this "Agreement"), dated as of March 28, 2022, is entered into
between Phillip (Rick) Tucker ("Tucker") and Neill Whiteley ("Whiteley?), the sole and
complete interest holders ("Sellers) in Catalyst Machineworks, LLC, a Texas limited liability
company, and Cyberlux Corporation, a Nevada corporation (i Buyer). Capitalized terns used in
this Agreement have the meanings given to such terms herein.
RECITALS
WHEREAS, Sellers own all of the issued and outstanding interests, (the Interests), in
Catalyst Machineworks, LLC, a Texas limited liability company, havias
Ois principal place of
business at 105 Canvas Back Drive, Montgomery, TX 77316-1636 (the Company");
WHEREAS, this agreement will specify the terms of an exchange whereby Sellers will
sell to Buyer their Interests and Buyer will make certain payments to and on behalf of Sellers at
closing and over time and shall issue shares of Buyer's commop stock at closing and over time in
exchange therefore and such shares shall be held by for at leastone year.
WHEREAS, Sellers wishes to sell to Buyer, and BL
yer wishes to purchase from Seller,
the Interests, subject to the terms and conditions set forth herein;
NOW, THEREFORE, in consideration
of the mutual covenants and agreements
hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
PURGASE AND SALE
Section 1.01 Purchase and Safe. Subject to the terms and conditions set forth here, at
the Closing, Sellers shall sell to Bo
er, and Buyer shall purchase from Seller, the Interests, free
and clear of any mortgage, pledge, lien, charge, security interest, claim, community property
interest, option, equitable interest, restriction of any kind (including any restriction on use, voting,
transfer, receipt of income, Of
exercise of any other ownership attribute), or other encumbrance
(each, anỗEncumbrance'
Section 1.02
Exchange. The Interests shall be acquired by Buyer in exchange for the
issuance of twenty miffion shares of Buyer's common stock to Sellers at the Closing free and clear
or any Encumbran
se (the "Shares"), a payment of $157,000 at Closing for purposes of retirement
of Compary
debt, a payment of $100,000 at closing each to Tucker and Whiteley and a
commitment@closing to make certain additional cash payments, employment commitments and
stock issdances over time pursuant to this agreement and described herein as "Subsequent
ConsiderationiẠạỊ
Section 1.03 Subsequent Consideration. Subsequent Consideration paid pursuant to
the commitment stated herein shall include
{a)
payments of $100,000 to both lucker and Whiteley at the three month, six
month, nine month, and twelve month periods after the closing date, for a total payment of
5
claimallegation
Additional stock is5million shares to each seller annually for three signing anniversaries,15million each total, subject to stock splits and
Additional stock is5million shares to each seller annually for three signing anniversaries,15million each total, subject to stock splits and continued employment. Employment agreements are said to attach with revenue-linked salary increases but are absent from these27pages.
Read the anchor · page 6
$400,000 to Tucker and $400,000 to Whiteley, provided that each Tucker and Whiteley
remain employed by Cyberlux Corporation or a Cyberlux-owned subsidiary,
(b)
issuance of 5 million additional shares of Buyer's common stock to both
Tucker and Whiteley, issued annually for three years on the anniversary of the signing of
this agreement, for a total of 15 million additional shares to Tucker and 15 million
additional shares to Whiteley, which shall be subject to any stock splits that may be
declared by Buyer, provided that each Tucker and Whiteley remain emploved by Cyberlux
Corporation or a Cyberlux-owned subsidiary, aad
Lucker and Whiteley each enter into employmentzagreements with the
Company attached to this Agreement including a term that mandates creased annual base
salary upon the filing of annual reports by the Company that achieve certain specified net
revenue targets as specified in the employment agreement.
Section 1.04 Trigger Events.
On the 4h anniversary of the executiop date of this Agreement, if Cyberlux
share price has not reached $0.05 or more as the 00-day moving average share price,
Sellers at the option of Cyberlux shall receive either a cash payment equal to the difference
between the highest 100-day moving average price of Cybertux common shares or an
additional share issuance of enough shares priced at the 50-day moving average to make
up the difference between the highest 100 day moving average price of Cyberlux common
shares aad the 30.05 goal price.
(b>
Should within the three years of the execution of this Agreement, Cyberlux
file for Bankruptcy or actions are@aken by Cyberlux or the Company to initiate not-for-
cause termination of either of Sclers employment, then Cyberlux shall instead at the option
of either of Sellers be required iø exercise best efforts to spin-off the Company as a separate
legal business entity to be
managed by Sellers and vested with all of the intellectual
property possessed by the Company and or the Sellers prior to the execution of March on
Letter Agreement for Cyberlux Corporation Acquisition of Catalyst Machineworks, LLL
("Legacy IPi). The Legacy IP which shall become the property of the described spin-off
> The Mich IP wins to i bem
which pertains to Cinema products, Hobby products and Law
Enforcement:
ucts, as well as all pertinent information related to Sellers customers,
products, investory, and personnel prior to the March 9™ execution date.
Section 205 The term "Disclosure Schedules" means the disclosure schedules, attached
hereto and made a part hereof, delivered by Sellers concurrently with the execution, closing, and
delivery of this Agreement.
ARTICLE I
CLOSING
Section 2.01 Closing. The closing of the transactions contemplated by this Agreement
(the "Closing") shall take place simultaneously with the execution of this Agreement on the date
of this Agreement (the "Closing Date*) at the offices of Watts Law PLIC or remotely by exchange
6
[Own visual verification: Section1.04(a) uses 100-day moving average for the $0.05 trigger and 50-day average for additional shares. Section1.04(b) refers to the March9th Letter Agreement and best efforts to spin off within the stated three-year trigger window.]
claimallegation
Section1.04(a) sets a fourth-anniversary$0.05/100-day moving-average share-price trigger and allows Cyberlux a cash or additional-share alte
Section1.04(a) sets a fourth-anniversary$0.05/100-day moving-average share-price trigger and allows Cyberlux a cash or additional-share alternative; the additional-share pricing uses a50-day average. The wording does not supply a complete dollar calculation or evidence the trigger occurred.
Read the anchor · page 6
$400,000 to Tucker and $400,000 to Whiteley, provided that each Tucker and Whiteley
remain employed by Cyberlux Corporation or a Cyberlux-owned subsidiary,
(b)
issuance of 5 million additional shares of Buyer's common stock to both
Tucker and Whiteley, issued annually for three years on the anniversary of the signing of
this agreement, for a total of 15 million additional shares to Tucker and 15 million
additional shares to Whiteley, which shall be subject to any stock splits that may be
declared by Buyer, provided that each Tucker and Whiteley remain emploved by Cyberlux
Corporation or a Cyberlux-owned subsidiary, aad
Lucker and Whiteley each enter into employmentzagreements with the
Company attached to this Agreement including a term that mandates creased annual base
salary upon the filing of annual reports by the Company that achieve certain specified net
revenue targets as specified in the employment agreement.
Section 1.04 Trigger Events.
On the 4h anniversary of the executiop date of this Agreement, if Cyberlux
share price has not reached $0.05 or more as the 00-day moving average share price,
Sellers at the option of Cyberlux shall receive either a cash payment equal to the difference
between the highest 100-day moving average price of Cybertux common shares or an
additional share issuance of enough shares priced at the 50-day moving average to make
up the difference between the highest 100 day moving average price of Cyberlux common
shares aad the 30.05 goal price.
(b>
Should within the three years of the execution of this Agreement, Cyberlux
file for Bankruptcy or actions are@aken by Cyberlux or the Company to initiate not-for-
cause termination of either of Sclers employment, then Cyberlux shall instead at the option
of either of Sellers be required iø exercise best efforts to spin-off the Company as a separate
legal business entity to be
managed by Sellers and vested with all of the intellectual
property possessed by the Company and or the Sellers prior to the execution of March on
Letter Agreement for Cyberlux Corporation Acquisition of Catalyst Machineworks, LLL
("Legacy IPi). The Legacy IP which shall become the property of the described spin-off
> The Mich IP wins to i bem
which pertains to Cinema products, Hobby products and Law
Enforcement:
ucts, as well as all pertinent information related to Sellers customers,
products, investory, and personnel prior to the March 9™ execution date.
Section 205 The term "Disclosure Schedules" means the disclosure schedules, attached
hereto and made a part hereof, delivered by Sellers concurrently with the execution, closing, and
delivery of this Agreement.
ARTICLE I
CLOSING
Section 2.01 Closing. The closing of the transactions contemplated by this Agreement
(the "Closing") shall take place simultaneously with the execution of this Agreement on the date
of this Agreement (the "Closing Date*) at the offices of Watts Law PLIC or remotely by exchange
6
[Own visual verification: Section1.04(a) uses 100-day moving average for the $0.05 trigger and 50-day average for additional shares. Section1.04(b) refers to the March9th Letter Agreement and best efforts to spin off within the stated three-year trigger window.]
claimallegation
Section1.04(b) addresses Cyberlux filing bankruptcy or actions initiating not-for-cause seller termination within three years of execution.
Section1.04(b) addresses Cyberlux filing bankruptcy or actions initiating not-for-cause seller termination within three years of execution. At either seller’s option Cyberlux must use best efforts to spin off the company, managed by Sellers and vested with specified Legacy IP; it is not an automatic completed retransfer.
Read the anchor · page 6
$400,000 to Tucker and $400,000 to Whiteley, provided that each Tucker and Whiteley
remain employed by Cyberlux Corporation or a Cyberlux-owned subsidiary,
(b)
issuance of 5 million additional shares of Buyer's common stock to both
Tucker and Whiteley, issued annually for three years on the anniversary of the signing of
this agreement, for a total of 15 million additional shares to Tucker and 15 million
additional shares to Whiteley, which shall be subject to any stock splits that may be
declared by Buyer, provided that each Tucker and Whiteley remain emploved by Cyberlux
Corporation or a Cyberlux-owned subsidiary, aad
Lucker and Whiteley each enter into employmentzagreements with the
Company attached to this Agreement including a term that mandates creased annual base
salary upon the filing of annual reports by the Company that achieve certain specified net
revenue targets as specified in the employment agreement.
Section 1.04 Trigger Events.
On the 4h anniversary of the executiop date of this Agreement, if Cyberlux
share price has not reached $0.05 or more as the 00-day moving average share price,
Sellers at the option of Cyberlux shall receive either a cash payment equal to the difference
between the highest 100-day moving average price of Cybertux common shares or an
additional share issuance of enough shares priced at the 50-day moving average to make
up the difference between the highest 100 day moving average price of Cyberlux common
shares aad the 30.05 goal price.
(b>
Should within the three years of the execution of this Agreement, Cyberlux
file for Bankruptcy or actions are@aken by Cyberlux or the Company to initiate not-for-
cause termination of either of Sclers employment, then Cyberlux shall instead at the option
of either of Sellers be required iø exercise best efforts to spin-off the Company as a separate
legal business entity to be
managed by Sellers and vested with all of the intellectual
property possessed by the Company and or the Sellers prior to the execution of March on
Letter Agreement for Cyberlux Corporation Acquisition of Catalyst Machineworks, LLL
("Legacy IPi). The Legacy IP which shall become the property of the described spin-off
> The Mich IP wins to i bem
which pertains to Cinema products, Hobby products and Law
Enforcement:
ucts, as well as all pertinent information related to Sellers customers,
products, investory, and personnel prior to the March 9™ execution date.
Section 205 The term "Disclosure Schedules" means the disclosure schedules, attached
hereto and made a part hereof, delivered by Sellers concurrently with the execution, closing, and
delivery of this Agreement.
ARTICLE I
CLOSING
Section 2.01 Closing. The closing of the transactions contemplated by this Agreement
(the "Closing") shall take place simultaneously with the execution of this Agreement on the date
of this Agreement (the "Closing Date*) at the offices of Watts Law PLIC or remotely by exchange
6
[Own visual verification: Section1.04(a) uses 100-day moving average for the $0.05 trigger and 50-day average for additional shares. Section1.04(b) refers to the March9th Letter Agreement and best efforts to spin off within the stated three-year trigger window.]
claimallegation
Legacy IP references a9March letter agreement and includes prior Cinema,Hobby and Law Enforcement product IP plus customer/product/inventory
Legacy IP references a9March letter agreement and includes prior Cinema,Hobby and Law Enforcement product IP plus customer/product/inventory/personnel information. No attached IP inventory defines the exact asset set or establishes ownership/transfer.
Read the anchor · page 6
$400,000 to Tucker and $400,000 to Whiteley, provided that each Tucker and Whiteley
remain employed by Cyberlux Corporation or a Cyberlux-owned subsidiary,
(b)
issuance of 5 million additional shares of Buyer's common stock to both
Tucker and Whiteley, issued annually for three years on the anniversary of the signing of
this agreement, for a total of 15 million additional shares to Tucker and 15 million
additional shares to Whiteley, which shall be subject to any stock splits that may be
declared by Buyer, provided that each Tucker and Whiteley remain emploved by Cyberlux
Corporation or a Cyberlux-owned subsidiary, aad
Lucker and Whiteley each enter into employmentzagreements with the
Company attached to this Agreement including a term that mandates creased annual base
salary upon the filing of annual reports by the Company that achieve certain specified net
revenue targets as specified in the employment agreement.
Section 1.04 Trigger Events.
On the 4h anniversary of the executiop date of this Agreement, if Cyberlux
share price has not reached $0.05 or more as the 00-day moving average share price,
Sellers at the option of Cyberlux shall receive either a cash payment equal to the difference
between the highest 100-day moving average price of Cybertux common shares or an
additional share issuance of enough shares priced at the 50-day moving average to make
up the difference between the highest 100 day moving average price of Cyberlux common
shares aad the 30.05 goal price.
(b>
Should within the three years of the execution of this Agreement, Cyberlux
file for Bankruptcy or actions are@aken by Cyberlux or the Company to initiate not-for-
cause termination of either of Sclers employment, then Cyberlux shall instead at the option
of either of Sellers be required iø exercise best efforts to spin-off the Company as a separate
legal business entity to be
managed by Sellers and vested with all of the intellectual
property possessed by the Company and or the Sellers prior to the execution of March on
Letter Agreement for Cyberlux Corporation Acquisition of Catalyst Machineworks, LLL
("Legacy IPi). The Legacy IP which shall become the property of the described spin-off
> The Mich IP wins to i bem
which pertains to Cinema products, Hobby products and Law
Enforcement:
ucts, as well as all pertinent information related to Sellers customers,
products, investory, and personnel prior to the March 9™ execution date.
Section 205 The term "Disclosure Schedules" means the disclosure schedules, attached
hereto and made a part hereof, delivered by Sellers concurrently with the execution, closing, and
delivery of this Agreement.
ARTICLE I
CLOSING
Section 2.01 Closing. The closing of the transactions contemplated by this Agreement
(the "Closing") shall take place simultaneously with the execution of this Agreement on the date
of this Agreement (the "Closing Date*) at the offices of Watts Law PLIC or remotely by exchange
6
[Own visual verification: Section1.04(a) uses 100-day moving average for the $0.05 trigger and 50-day average for additional shares. Section1.04(b) refers to the March9th Letter Agreement and best efforts to spin off within the stated three-year trigger window.]
claimallegation
Closing is to occur simultaneously with execution, at Watts Law PLLC or remotely, deemed12:01AM eastern standard time. Required deliverables
Closing is to occur simultaneously with execution, at Watts Law PLLC or remotely, deemed12:01AM eastern standard time. Required deliverables include interests, governance/authority and good-standing/nonforeign certificates, share issuance evidence and buyer board resolutions; none proves delivery merely by being listed.
Read the anchor · page 6
$400,000 to Tucker and $400,000 to Whiteley, provided that each Tucker and Whiteley
remain employed by Cyberlux Corporation or a Cyberlux-owned subsidiary,
(b)
issuance of 5 million additional shares of Buyer's common stock to both
Tucker and Whiteley, issued annually for three years on the anniversary of the signing of
this agreement, for a total of 15 million additional shares to Tucker and 15 million
additional shares to Whiteley, which shall be subject to any stock splits that may be
declared by Buyer, provided that each Tucker and Whiteley remain emploved by Cyberlux
Corporation or a Cyberlux-owned subsidiary, aad
Lucker and Whiteley each enter into employmentzagreements with the
Company attached to this Agreement including a term that mandates creased annual base
salary upon the filing of annual reports by the Company that achieve certain specified net
revenue targets as specified in the employment agreement.
Section 1.04 Trigger Events.
On the 4h anniversary of the executiop date of this Agreement, if Cyberlux
share price has not reached $0.05 or more as the 00-day moving average share price,
Sellers at the option of Cyberlux shall receive either a cash payment equal to the difference
between the highest 100-day moving average price of Cybertux common shares or an
additional share issuance of enough shares priced at the 50-day moving average to make
up the difference between the highest 100 day moving average price of Cyberlux common
shares aad the 30.05 goal price.
(b>
Should within the three years of the execution of this Agreement, Cyberlux
file for Bankruptcy or actions are@aken by Cyberlux or the Company to initiate not-for-
cause termination of either of Sclers employment, then Cyberlux shall instead at the option
of either of Sellers be required iø exercise best efforts to spin-off the Company as a separate
legal business entity to be
managed by Sellers and vested with all of the intellectual
property possessed by the Company and or the Sellers prior to the execution of March on
Letter Agreement for Cyberlux Corporation Acquisition of Catalyst Machineworks, LLL
("Legacy IPi). The Legacy IP which shall become the property of the described spin-off
> The Mich IP wins to i bem
which pertains to Cinema products, Hobby products and Law
Enforcement:
ucts, as well as all pertinent information related to Sellers customers,
products, investory, and personnel prior to the March 9™ execution date.
Section 205 The term "Disclosure Schedules" means the disclosure schedules, attached
hereto and made a part hereof, delivered by Sellers concurrently with the execution, closing, and
delivery of this Agreement.
ARTICLE I
CLOSING
Section 2.01 Closing. The closing of the transactions contemplated by this Agreement
(the "Closing") shall take place simultaneously with the execution of this Agreement on the date
of this Agreement (the "Closing Date*) at the offices of Watts Law PLIC or remotely by exchange
6
[Own visual verification: Section1.04(a) uses 100-day moving average for the $0.05 trigger and 50-day average for additional shares. Section1.04(b) refers to the March9th Letter Agreement and best efforts to spin off within the stated three-year trigger window.]
claimallegation
Seller warranties address authority, Texas organisation, investment restrictions and all interests/title/options. Seller knowledge includes
Seller warranties address authority, Texas organisation, investment restrictions and all interests/title/options. Seller knowledge includes actual or constructive knowledge after due inquiry. The no-subsidiaries clause oddly says except the Subsidiary without identifying one here; preserve that text rather than asserting none existed.
Read the anchor · page 7
of documents and signatures (or their electronic counterparts). The consummation of the
transactions contemplated by this Agreement shall be deemed to occur at 12:01 a.m. eastern
standard time on the Closing Date.
Section 2.02 Sellers Closing Deliverables, At the Closing, Sellers shall deliver to Buyer
the following:
(a)
Certificates evidencing the Interests, free and clear of all Encumbrances,
duly endorsed in blaak.
(b)
A certificate of the Secretary (or other officer) of Sellers certifying: (1) that
attached thereto are true and complete copies of the operating agreements for the Company.
including any amendments or restatements thereof, and argpresentation that such
agreements are in full force and effect (collectively, the "Traufaction Documents"), and
(i) the names, titles, and signatures of all members of Sellers)
A good standing certificate (or its equivalent) for the Company from the
secretary of state or similar Governmental Authorit of the jurisdiction in which the
Company is organized and each jurisdiction where the Company is required to be qualified,
registered, or authorized to do business. The tem "Governmental Authority means any
tederal, state, local, or toreign goverment or poutical subdivision thereor, or any agency
or instrumentality of such goverment or poutical subdivision, or any arbitrator, court, or
tribunal of competent jurisdiction.
(d)
A certificate pursuant yo
Treasury Regulations Section 1.1445-2(b) that
Sellers is not a foreign person with the meaning of Section 1445 of the Internal Revenue
Code of 1986 (as amended, the "de*)
Section 2.03 Buyer's Deliveries, At the Closing, Buyer shall deliver the following to
Seller:
Certificate(s) reflecting the issuance of the Shares or evidence of an
electronic record reflating issuance of same.
(b)
A certificate of the Secretary (or other officer) of Buyer certifying: (1) that
attached thereto are true and complete copies of all resolutions of the board of directors of
Buyer authotizing the execution, delivery, and performance of this Agreement and the
Transaction Documents to which it is a party and the consummation of the transactions
contempfated hereby and thereby, and that such resolutions are in full force and effect; and
(i) the names, titles, and signatures of the officers of Buyer authorized to sign this
Agreement and the other Traasaction Documents to which it is a party.
ARTICLE II
REPRESENTATIONS AND WARRANTHES OF SELLER
Sellers represents and warrants to Buyer that the statements contained in this ARTICLE III
are true and correct as of the date hereof. For purposes of this ARTICLE III, "Seller's knowledge,"
entityobservation
Phillip (Rick) Tucker
Read the anchor · page 5
PURCHASE AGREEMENT
This Purchase Agreement (this "Agreement"), dated as of March 28, 2022, is entered into
between Phillip (Rick) Tucker ("Tucker") and Neill Whiteley ("Whiteley?), the sole and
complete interest holders ("Sellers) in Catalyst Machineworks, LLC, a Texas limited liability
company, and Cyberlux Corporation, a Nevada corporation (i Buyer). Capitalized terns used in
this Agreement have the meanings given to such terms herein.
RECITALS
WHEREAS, Sellers own all of the issued and outstanding interests, (the Interests), in
Catalyst Machineworks, LLC, a Texas limited liability company, havias
Ois principal place of
business at 105 Canvas Back Drive, Montgomery, TX 77316-1636 (the Company");
WHEREAS, this agreement will specify the terms of an exchange whereby Sellers will
sell to Buyer their Interests and Buyer will make certain payments to and on behalf of Sellers at
closing and over time and shall issue shares of Buyer's commop stock at closing and over time in
exchange therefore and such shares shall be held by for at leastone year.
WHEREAS, Sellers wishes to sell to Buyer, and BL
yer wishes to purchase from Seller,
the Interests, subject to the terms and conditions set forth herein;
NOW, THEREFORE, in consideration
of the mutual covenants and agreements
hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
PURGASE AND SALE
Section 1.01 Purchase and Safe. Subject to the terms and conditions set forth here, at
the Closing, Sellers shall sell to Bo
er, and Buyer shall purchase from Seller, the Interests, free
and clear of any mortgage, pledge, lien, charge, security interest, claim, community property
interest, option, equitable interest, restriction of any kind (including any restriction on use, voting,
transfer, receipt of income, Of
exercise of any other ownership attribute), or other encumbrance
(each, anỗEncumbrance'
Section 1.02
Exchange. The Interests shall be acquired by Buyer in exchange for the
issuance of twenty miffion shares of Buyer's common stock to Sellers at the Closing free and clear
or any Encumbran
se (the "Shares"), a payment of $157,000 at Closing for purposes of retirement
of Compary
debt, a payment of $100,000 at closing each to Tucker and Whiteley and a
commitment@closing to make certain additional cash payments, employment commitments and
stock issdances over time pursuant to this agreement and described herein as "Subsequent
ConsiderationiẠạỊ
Section 1.03 Subsequent Consideration. Subsequent Consideration paid pursuant to
the commitment stated herein shall include
{a)
payments of $100,000 to both lucker and Whiteley at the three month, six
month, nine month, and twelve month periods after the closing date, for a total payment of
5
entityobservation
Neill Whiteley
Read the anchor · page 5
PURCHASE AGREEMENT
This Purchase Agreement (this "Agreement"), dated as of March 28, 2022, is entered into
between Phillip (Rick) Tucker ("Tucker") and Neill Whiteley ("Whiteley?), the sole and
complete interest holders ("Sellers) in Catalyst Machineworks, LLC, a Texas limited liability
company, and Cyberlux Corporation, a Nevada corporation (i Buyer). Capitalized terns used in
this Agreement have the meanings given to such terms herein.
RECITALS
WHEREAS, Sellers own all of the issued and outstanding interests, (the Interests), in
Catalyst Machineworks, LLC, a Texas limited liability company, havias
Ois principal place of
business at 105 Canvas Back Drive, Montgomery, TX 77316-1636 (the Company");
WHEREAS, this agreement will specify the terms of an exchange whereby Sellers will
sell to Buyer their Interests and Buyer will make certain payments to and on behalf of Sellers at
closing and over time and shall issue shares of Buyer's commop stock at closing and over time in
exchange therefore and such shares shall be held by for at leastone year.
WHEREAS, Sellers wishes to sell to Buyer, and BL
yer wishes to purchase from Seller,
the Interests, subject to the terms and conditions set forth herein;
NOW, THEREFORE, in consideration
of the mutual covenants and agreements
hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
PURGASE AND SALE
Section 1.01 Purchase and Safe. Subject to the terms and conditions set forth here, at
the Closing, Sellers shall sell to Bo
er, and Buyer shall purchase from Seller, the Interests, free
and clear of any mortgage, pledge, lien, charge, security interest, claim, community property
interest, option, equitable interest, restriction of any kind (including any restriction on use, voting,
transfer, receipt of income, Of
exercise of any other ownership attribute), or other encumbrance
(each, anỗEncumbrance'
Section 1.02
Exchange. The Interests shall be acquired by Buyer in exchange for the
issuance of twenty miffion shares of Buyer's common stock to Sellers at the Closing free and clear
or any Encumbran
se (the "Shares"), a payment of $157,000 at Closing for purposes of retirement
of Compary
debt, a payment of $100,000 at closing each to Tucker and Whiteley and a
commitment@closing to make certain additional cash payments, employment commitments and
stock issdances over time pursuant to this agreement and described herein as "Subsequent
ConsiderationiẠạỊ
Section 1.03 Subsequent Consideration. Subsequent Consideration paid pursuant to
the commitment stated herein shall include
{a)
payments of $100,000 to both lucker and Whiteley at the three month, six
month, nine month, and twelve month periods after the closing date, for a total payment of
5
entityobservation
Catalyst Machineworks, LLC
Read the anchor · page 5
PURCHASE AGREEMENT
This Purchase Agreement (this "Agreement"), dated as of March 28, 2022, is entered into
between Phillip (Rick) Tucker ("Tucker") and Neill Whiteley ("Whiteley?), the sole and
complete interest holders ("Sellers) in Catalyst Machineworks, LLC, a Texas limited liability
company, and Cyberlux Corporation, a Nevada corporation (i Buyer). Capitalized terns used in
this Agreement have the meanings given to such terms herein.
RECITALS
WHEREAS, Sellers own all of the issued and outstanding interests, (the Interests), in
Catalyst Machineworks, LLC, a Texas limited liability company, havias
Ois principal place of
business at 105 Canvas Back Drive, Montgomery, TX 77316-1636 (the Company");
WHEREAS, this agreement will specify the terms of an exchange whereby Sellers will
sell to Buyer their Interests and Buyer will make certain payments to and on behalf of Sellers at
closing and over time and shall issue shares of Buyer's commop stock at closing and over time in
exchange therefore and such shares shall be held by for at leastone year.
WHEREAS, Sellers wishes to sell to Buyer, and BL
yer wishes to purchase from Seller,
the Interests, subject to the terms and conditions set forth herein;
NOW, THEREFORE, in consideration
of the mutual covenants and agreements
hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
PURGASE AND SALE
Section 1.01 Purchase and Safe. Subject to the terms and conditions set forth here, at
the Closing, Sellers shall sell to Bo
er, and Buyer shall purchase from Seller, the Interests, free
and clear of any mortgage, pledge, lien, charge, security interest, claim, community property
interest, option, equitable interest, restriction of any kind (including any restriction on use, voting,
transfer, receipt of income, Of
exercise of any other ownership attribute), or other encumbrance
(each, anỗEncumbrance'
Section 1.02
Exchange. The Interests shall be acquired by Buyer in exchange for the
issuance of twenty miffion shares of Buyer's common stock to Sellers at the Closing free and clear
or any Encumbran
se (the "Shares"), a payment of $157,000 at Closing for purposes of retirement
of Compary
debt, a payment of $100,000 at closing each to Tucker and Whiteley and a
commitment@closing to make certain additional cash payments, employment commitments and
stock issdances over time pursuant to this agreement and described herein as "Subsequent
ConsiderationiẠạỊ
Section 1.03 Subsequent Consideration. Subsequent Consideration paid pursuant to
the commitment stated herein shall include
{a)
payments of $100,000 to both lucker and Whiteley at the three month, six
month, nine month, and twelve month periods after the closing date, for a total payment of
5
entityobservation
Cyberlux Corporation
Read the anchor · page 5
PURCHASE AGREEMENT
This Purchase Agreement (this "Agreement"), dated as of March 28, 2022, is entered into
between Phillip (Rick) Tucker ("Tucker") and Neill Whiteley ("Whiteley?), the sole and
complete interest holders ("Sellers) in Catalyst Machineworks, LLC, a Texas limited liability
company, and Cyberlux Corporation, a Nevada corporation (i Buyer). Capitalized terns used in
this Agreement have the meanings given to such terms herein.
RECITALS
WHEREAS, Sellers own all of the issued and outstanding interests, (the Interests), in
Catalyst Machineworks, LLC, a Texas limited liability company, havias
Ois principal place of
business at 105 Canvas Back Drive, Montgomery, TX 77316-1636 (the Company");
WHEREAS, this agreement will specify the terms of an exchange whereby Sellers will
sell to Buyer their Interests and Buyer will make certain payments to and on behalf of Sellers at
closing and over time and shall issue shares of Buyer's commop stock at closing and over time in
exchange therefore and such shares shall be held by for at leastone year.
WHEREAS, Sellers wishes to sell to Buyer, and BL
yer wishes to purchase from Seller,
the Interests, subject to the terms and conditions set forth herein;
NOW, THEREFORE, in consideration
of the mutual covenants and agreements
hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
PURGASE AND SALE
Section 1.01 Purchase and Safe. Subject to the terms and conditions set forth here, at
the Closing, Sellers shall sell to Bo
er, and Buyer shall purchase from Seller, the Interests, free
and clear of any mortgage, pledge, lien, charge, security interest, claim, community property
interest, option, equitable interest, restriction of any kind (including any restriction on use, voting,
transfer, receipt of income, Of
exercise of any other ownership attribute), or other encumbrance
(each, anỗEncumbrance'
Section 1.02
Exchange. The Interests shall be acquired by Buyer in exchange for the
issuance of twenty miffion shares of Buyer's common stock to Sellers at the Closing free and clear
or any Encumbran
se (the "Shares"), a payment of $157,000 at Closing for purposes of retirement
of Compary
debt, a payment of $100,000 at closing each to Tucker and Whiteley and a
commitment@closing to make certain additional cash payments, employment commitments and
stock issdances over time pursuant to this agreement and described herein as "Subsequent
ConsiderationiẠạỊ
Section 1.03 Subsequent Consideration. Subsequent Consideration paid pursuant to
the commitment stated herein shall include
{a)
payments of $100,000 to both lucker and Whiteley at the three month, six
month, nine month, and twelve month periods after the closing date, for a total payment of
5
entityobservation
John A. Havey
Read the anchor · page 22
postage prepaid, if sent to the respective parties at the following addresses (or at such other address
for a party as shall be spectfied in a notice given in accordance with this Section 8.02):
If to Seller:
105 Canvas Back Dr., Montgomery, Texas 77316
Facsimile: 724-378-7703
Email: info@catalystmachineworks.com
Attention: Neill Whiteley
6222 Darby Way, Spring, Texas 77389
Facsimile: 724-378-7703
Email: rick@liquidambermedia.com
Attention: Phillip Tucker
with a copy (which shall not
constitute notice) to:
Faasimile: 724-378-7703
Email: johnahavey@esquire24
*com
Attention: John A. Havey, Po
If to Buyer:
800 Park Omces Unya, shite 3202, Damam, NO 2/05
Facsimule: 919-867-29V
Email: mschmidt@cyberlux.com
Attention: Presteem & CEO
with a copy (which shall not
Watts Law, PLLC
constitute notice) to:
Email: ODWatts/@me.com
Attentidn
Chuck Watts
Section 8.03 Interpretaton:
leadings. This Agreement shall be construed without
regard to any presumption or rule requiring construction or interpretation against the party drafting
an instrument or causing any instment to be drafted. The headings in this Agreement are for
reference only and shall not affect the interpretation of this Agreement.
Section 8.04 Severability. If any term or provision of this Agreement is invalid, illegal,
or unenforceable in any Quisdiction, such invalidity, illegality, or unenforceability shall not affect
any other term or provaion of this Agreement.
Section &
Entire Agreement. This Agreement and the other Transaction Documents
constitute the sole and entire agreement of the parties to this Agreement with respect to the subject
matter contained herein and therein, and supersede all prior and contemporaneous understandings
and agreaments, both written and oral, with respect to such subject matter. In the event of any
inconsistency between the statements in the body of this Agreement and those in the other
transaction Documents, any exhibits, and the Disciosure schedules (other than an exception
expressly set forth as such in the Disclosure Schedules), the statements in the body of this
Agreement will control.
Section 8.06 Successors and Assigns. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors and permitted assigns.
22
entityobservation
Chuck Watts
Read the anchor · page 22
postage prepaid, if sent to the respective parties at the following addresses (or at such other address
for a party as shall be spectfied in a notice given in accordance with this Section 8.02):
If to Seller:
105 Canvas Back Dr., Montgomery, Texas 77316
Facsimile: 724-378-7703
Email: info@catalystmachineworks.com
Attention: Neill Whiteley
6222 Darby Way, Spring, Texas 77389
Facsimile: 724-378-7703
Email: rick@liquidambermedia.com
Attention: Phillip Tucker
with a copy (which shall not
constitute notice) to:
Faasimile: 724-378-7703
Email: johnahavey@esquire24
*com
Attention: John A. Havey, Po
If to Buyer:
800 Park Omces Unya, shite 3202, Damam, NO 2/05
Facsimule: 919-867-29V
Email: mschmidt@cyberlux.com
Attention: Presteem & CEO
with a copy (which shall not
Watts Law, PLLC
constitute notice) to:
Email: ODWatts/@me.com
Attentidn
Chuck Watts
Section 8.03 Interpretaton:
leadings. This Agreement shall be construed without
regard to any presumption or rule requiring construction or interpretation against the party drafting
an instrument or causing any instment to be drafted. The headings in this Agreement are for
reference only and shall not affect the interpretation of this Agreement.
Section 8.04 Severability. If any term or provision of this Agreement is invalid, illegal,
or unenforceable in any Quisdiction, such invalidity, illegality, or unenforceability shall not affect
any other term or provaion of this Agreement.
Section &
Entire Agreement. This Agreement and the other Transaction Documents
constitute the sole and entire agreement of the parties to this Agreement with respect to the subject
matter contained herein and therein, and supersede all prior and contemporaneous understandings
and agreaments, both written and oral, with respect to such subject matter. In the event of any
inconsistency between the statements in the body of this Agreement and those in the other
transaction Documents, any exhibits, and the Disciosure schedules (other than an exception
expressly set forth as such in the Disclosure Schedules), the statements in the body of this
Agreement will control.
Section 8.06 Successors and Assigns. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors and permitted assigns.
22
entityobservation
Watts Law, PLLC
Read the anchor · page 22
postage prepaid, if sent to the respective parties at the following addresses (or at such other address
for a party as shall be spectfied in a notice given in accordance with this Section 8.02):
If to Seller:
105 Canvas Back Dr., Montgomery, Texas 77316
Facsimile: 724-378-7703
Email: info@catalystmachineworks.com
Attention: Neill Whiteley
6222 Darby Way, Spring, Texas 77389
Facsimile: 724-378-7703
Email: rick@liquidambermedia.com
Attention: Phillip Tucker
with a copy (which shall not
constitute notice) to:
Faasimile: 724-378-7703
Email: johnahavey@esquire24
*com
Attention: John A. Havey, Po
If to Buyer:
800 Park Omces Unya, shite 3202, Damam, NO 2/05
Facsimule: 919-867-29V
Email: mschmidt@cyberlux.com
Attention: Presteem & CEO
with a copy (which shall not
Watts Law, PLLC
constitute notice) to:
Email: ODWatts/@me.com
Attentidn
Chuck Watts
Section 8.03 Interpretaton:
leadings. This Agreement shall be construed without
regard to any presumption or rule requiring construction or interpretation against the party drafting
an instrument or causing any instment to be drafted. The headings in this Agreement are for
reference only and shall not affect the interpretation of this Agreement.
Section 8.04 Severability. If any term or provision of this Agreement is invalid, illegal,
or unenforceable in any Quisdiction, such invalidity, illegality, or unenforceability shall not affect
any other term or provaion of this Agreement.
Section &
Entire Agreement. This Agreement and the other Transaction Documents
constitute the sole and entire agreement of the parties to this Agreement with respect to the subject
matter contained herein and therein, and supersede all prior and contemporaneous understandings
and agreaments, both written and oral, with respect to such subject matter. In the event of any
inconsistency between the statements in the body of this Agreement and those in the other
transaction Documents, any exhibits, and the Disciosure schedules (other than an exception
expressly set forth as such in the Disclosure Schedules), the statements in the body of this
Agreement will control.
Section 8.06 Successors and Assigns. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors and permitted assigns.
22
eventattribution
Copy records June2025 filing; not the acquisition closing date.
Read the anchor · page 1
6/12/2025 11:44:04 PM
Marilyn Burgess - District Clerk
Harris County
Envelope No: 101970840
2025-41478 / Court: 165
By: ASBERRY, KERRYLONE L
Filed: 6/11/2025 1:08:08 PM
PURCHASE AGREEMENT
whereby
CYBERLUX CORPORATION
shall acquire
CATALYST MACHINEWORKS, LEC
dated as of
MARCH 30, 2022
Unofficial Copy Office of Marilyn Burgess District Clerk
inferenceinference
Mutual execution and closing date are the first dependencies because cash, stock, survival periods and trigger windows use different closing
Mutual execution and closing date are the first dependencies because cash, stock, survival periods and trigger windows use different closing/signing/execution anchors while this copy lacks seller signatures and has conflicting printed dates.
inferenceinference
The spin-off provision is a conditional best-efforts obligation tied to a limited trigger window and identified Legacy IP; it does not estab
The spin-off provision is a conditional best-efforts obligation tied to a limited trigger window and identified Legacy IP; it does not establish automatic revesting of all later-developed technology.
inferenceinference
Contractual warranties identify diligence representations and risk allocation; without schedules and closing records they cannot certify his
Contractual warranties identify diligence representations and risk allocation; without schedules and closing records they cannot certify historical financial/IP/compliance facts or actual consideration performance.
otherattribution
Complete supplied 27-page source reviewed at SHA-256 f4da64577cc7d5ec5f920f1b0332407019db2fc7519217ca507867e00371394c. Source assertions, or
Complete supplied 27-page source reviewed at SHA-256 f4da64577cc7d5ec5f920f1b0332407019db2fc7519217ca507867e00371394c. Source assertions, original visual features, filing/communication context and identified missing attachments are retained. Own exact source hash f4da64577cc7d5ec5f920f1b0332407019db2fc7519217ca507867e00371394c verified; all 27 pages read and visually examined. Filing captions, signatures, blanks and checked service methods remain distinct from underlying merits.
Read the anchor · page 1
6/12/2025 11:44:04 PM
Marilyn Burgess - District Clerk
Harris County
Envelope No: 101970840
2025-41478 / Court: 165
By: ASBERRY, KERRYLONE L
Filed: 6/11/2025 1:08:08 PM
PURCHASE AGREEMENT
whereby
CYBERLUX CORPORATION
shall acquire
CATALYST MACHINEWORKS, LEC
dated as of
MARCH 30, 2022
Unofficial Copy Office of Marilyn Burgess District Clerk
questionquestion
Which mutually executed counterpart, dated closing record and delivery evidence resolve28versus30March and establish payment/stock anniversa
Which mutually executed counterpart, dated closing record and delivery evidence resolve28versus30March and establish payment/stock anniversary anchors?
questionquestion
What employment/termination records, seller election, bankruptcy timing and Legacy IP schedule test the conditional spin-off mechanism?
questionquestion
Which financial, IP, contract, permit, tax and employment schedules were delivered and which written claims/notices preserve remedies?
questionquestion
Which share ledger, split adjustments and cash records establish consideration paid or outstanding under each condition?
observation
CONNECT
Reviewed relationships
The canvas follows the database: source to DISTIL record, DISTIL record to knowledge object, then reviewed relationship. Position alone means nothing.
Broad IP warranties claim ownership or enforceable use, no encumbrances, validity and noninfringement; they do not themselves resolve the Legacy IP carve-out or supply chain of title.supportsThe spin-off provision is a conditional best-efforts obligation tied to a limited trigger window and identified Legacy IP; it does not establish automatic revesting of all later-developed technology.
Specifically named source propositions support the bounded distinction or question.
Mutual indemnities cover breached warranties/covenants with written notice and defence/settlement procedures. General warranties survive three years from closing, specified fundamental sections indefinitely, covenants indefinitely unless otherwise stated, and timely notified claims until resolved; no proven breach/notice is attached.supportsMutual execution and closing date are the first dependencies because cash, stock, survival periods and trigger windows use different closing/signing/execution anchors while this copy lacks seller signatures and has conflicting printed dates.
Specifically named source propositions support the bounded distinction or question.
Section1.04(a) sets a fourth-anniversary$0.05/100-day moving-average share-price trigger and allows Cyberlux a cash or additional-share alternative; the additional-share pricing uses a50-day average. The wording does not supply a complete dollar calculation or evidence the trigger occurred.supportsMutual execution and closing date are the first dependencies because cash, stock, survival periods and trigger windows use different closing/signing/execution anchors while this copy lacks seller signatures and has conflicting printed dates.
Specifically named source propositions support the bounded distinction or question.
Closing is to occur simultaneously with execution, at Watts Law PLLC or remotely, deemed12:01AM eastern standard time. Required deliverables include interests, governance/authority and good-standing/nonforeign certificates, share issuance evidence and buyer board resolutions; none proves delivery merely by being listed.supportsContractual warranties identify diligence representations and risk allocation; without schedules and closing records they cannot certify historical financial/IP/compliance facts or actual consideration performance.
Specifically named source propositions support the bounded distinction or question.
The proposed acquisition transfers all Catalyst Machineworks LLC interests from Phillip(Rick)Tucker and Neill Whiteley to Cyberlux free of encumbrances, in exchange for20million common shares at closing,$157,000 toward company debt and$100,000 to each seller at closing, plus subsequent consideration. The initial20million shares are stated to Sellers collectively, not20million each.supportsWhich share ledger, split adjustments and cash records establish consideration paid or outstanding under each condition?
Specifically named source propositions support the bounded distinction or question.
Closing is to occur simultaneously with execution, at Watts Law PLLC or remotely, deemed12:01AM eastern standard time. Required deliverables include interests, governance/authority and good-standing/nonforeign certificates, share issuance evidence and buyer board resolutions; none proves delivery merely by being listed.supportsWhich mutually executed counterpart, dated closing record and delivery evidence resolve28versus30March and establish payment/stock anniversary anchors?
Specifically named source propositions support the bounded distinction or question.
Closing is to occur simultaneously with execution, at Watts Law PLLC or remotely, deemed12:01AM eastern standard time. Required deliverables include interests, governance/authority and good-standing/nonforeign certificates, share issuance evidence and buyer board resolutions; none proves delivery merely by being listed.supportsMutual execution and closing date are the first dependencies because cash, stock, survival periods and trigger windows use different closing/signing/execution anchors while this copy lacks seller signatures and has conflicting printed dates.
Specifically named source propositions support the bounded distinction or question.
Section1.04(b) addresses Cyberlux filing bankruptcy or actions initiating not-for-cause seller termination within three years of execution. At either seller’s option Cyberlux must use best efforts to spin off the company, managed by Sellers and vested with specified Legacy IP; it is not an automatic completed retransfer.supportsMutual execution and closing date are the first dependencies because cash, stock, survival periods and trigger windows use different closing/signing/execution anchors while this copy lacks seller signatures and has conflicting printed dates.
Specifically named source propositions support the bounded distinction or question.
The visible partial signature establishes the state of this copy only: it does not prove that no signed seller counterpart exists elsewhere, and the later clerk filing is not authentication of every contractual recital.supportsWhich mutually executed counterpart, dated closing record and delivery evidence resolve28versus30March and establish payment/stock anniversary anchors?
Specifically named source propositions support the bounded distinction or question.
Seller warranties cover no proceedings/orders, law/permit compliance and environmental conditions/hazardous releases. No actual permit, regulator or environmental record accompanies them.supportsContractual warranties identify diligence representations and risk allocation; without schedules and closing records they cannot certify historical financial/IP/compliance facts or actual consideration performance.
Specifically named source propositions support the bounded distinction or question.
This unofficial Harris County clerk copy has a30March2022 cover date,28March2022 operative preamble date and June2025 filing/retrieval markings. Page25 shows a Cyberlux signature over Mark Schmidt/CEO but blank Phillip Tucker and Neill Whiteley seller signature lines; neither the cover nor filing proves mutual execution or closing.supportsWhich mutually executed counterpart, dated closing record and delivery evidence resolve28versus30March and establish payment/stock anniversary anchors?
Specifically named source propositions support the bounded distinction or question.
Tax allocation puts transfer taxes and preclosing tax indemnities on Sellers, assigns Buyer later-filed returns and straddle-period preparation, allocates relevant income/transaction taxes by closing-date cut-off and other taxes by days, and requires cooperation/retention. Tax provisions survive limitations plus60days.supportsWhich financial, IP, contract, permit, tax and employment schedules were delivered and which written claims/notices preserve remedies?
Specifically named source propositions support the bounded distinction or question.
The proposed acquisition transfers all Catalyst Machineworks LLC interests from Phillip(Rick)Tucker and Neill Whiteley to Cyberlux free of encumbrances, in exchange for20million common shares at closing,$157,000 toward company debt and$100,000 to each seller at closing, plus subsequent consideration. The initial20million shares are stated to Sellers collectively, not20million each.supportsWhich mutually executed counterpart, dated closing record and delivery evidence resolve28versus30March and establish payment/stock anniversary anchors?
Specifically named source propositions support the bounded distinction or question.
Broad IP warranties claim ownership or enforceable use, no encumbrances, validity and noninfringement; they do not themselves resolve the Legacy IP carve-out or supply chain of title.supportsWhich financial, IP, contract, permit, tax and employment schedules were delivered and which written claims/notices preserve remedies?
Specifically named source propositions support the bounded distinction or question.
Scheduled material contracts include$10,000-plus commitments, indebtedness, IP and competition restrictions; real property, encumbrances, material customers/suppliers and insurance are also referred to schedules. Representations of title, continuity and coverage are not independent diligence results.supportsContractual warranties identify diligence representations and risk allocation; without schedules and closing records they cannot certify historical financial/IP/compliance facts or actual consideration performance.
Specifically named source propositions support the bounded distinction or question.
This unofficial Harris County clerk copy has a30March2022 cover date,28March2022 operative preamble date and June2025 filing/retrieval markings. Page25 shows a Cyberlux signature over Mark Schmidt/CEO but blank Phillip Tucker and Neill Whiteley seller signature lines; neither the cover nor filing proves mutual execution or closing.supportsMutual execution and closing date are the first dependencies because cash, stock, survival periods and trigger windows use different closing/signing/execution anchors while this copy lacks seller signatures and has conflicting printed dates.
Specifically named source propositions support the bounded distinction or question.
Legacy IP references a9March letter agreement and includes prior Cinema,Hobby and Law Enforcement product IP plus customer/product/inventory/personnel information. No attached IP inventory defines the exact asset set or establishes ownership/transfer.supportsWhat employment/termination records, seller election, bankruptcy timing and Legacy IP schedule test the conditional spin-off mechanism?
Specifically named source propositions support the bounded distinction or question.
This unofficial Harris County clerk copy has a30March2022 cover date,28March2022 operative preamble date and June2025 filing/retrieval markings. Page25 shows a Cyberlux signature over Mark Schmidt/CEO but blank Phillip Tucker and Neill Whiteley seller signature lines; neither the cover nor filing proves mutual execution or closing.supportsWhich mutually executed counterpart, dated closing record and delivery evidence resolve28versus30March and establish payment/stock anniversary anchors?
Specifically named source propositions support the bounded distinction or question.
Additional stock is5million shares to each seller annually for three signing anniversaries,15million each total, subject to stock splits and continued employment. Employment agreements are said to attach with revenue-linked salary increases but are absent from these27pages.supportsMutual execution and closing date are the first dependencies because cash, stock, survival periods and trigger windows use different closing/signing/execution anchors while this copy lacks seller signatures and has conflicting printed dates.
Specifically named source propositions support the bounded distinction or question.
Subsequent cash is$100,000 to each seller at3,6,9and12months after closing—$400,000 each—conditioned on remaining employed by Cyberlux or a subsidiary. The copy proves terms, not that employment conditions or payments occurred.supportsWhich mutually executed counterpart, dated closing record and delivery evidence resolve28versus30March and establish payment/stock anniversary anchors?
Specifically named source propositions support the bounded distinction or question.
Seller warranties cover no proceedings/orders, law/permit compliance and environmental conditions/hazardous releases. No actual permit, regulator or environmental record accompanies them.supportsWhich financial, IP, contract, permit, tax and employment schedules were delivered and which written claims/notices preserve remedies?
Specifically named source propositions support the bounded distinction or question.
The spin-off provision is a conditional best-efforts obligation tied to a limited trigger window and identified Legacy IP; it does not establish automatic revesting of all later-developed technology.supportsWhat employment/termination records, seller election, bankruptcy timing and Legacy IP schedule test the conditional spin-off mechanism?
Specifically named source propositions support the bounded distinction or question.
Scheduled material contracts include$10,000-plus commitments, indebtedness, IP and competition restrictions; real property, encumbrances, material customers/suppliers and insurance are also referred to schedules. Representations of title, continuity and coverage are not independent diligence results.supportsWhich financial, IP, contract, permit, tax and employment schedules were delivered and which written claims/notices preserve remedies?
Specifically named source propositions support the bounded distinction or question.
Notice methods have different receipt/transmission rules. Seller notices name Whiteley and Tucker, copies to John A.Havey; buyer notice goes to Cyberlux president/CEO, copies to Chuck Watts/Watts Law. Copy-to-counsel expressly does not constitute notice.supportsWhich financial, IP, contract, permit, tax and employment schedules were delivered and which written claims/notices preserve remedies?
Specifically named source propositions support the bounded distinction or question.
Benefit/employment warranties cover plans, contributions, ERISA exposure, transaction-triggered benefits, paid preclosing compensation, labour status and employment compliance. They are not evidence later employment continued or the contingent seller consideration was earned.supportsWhich financial, IP, contract, permit, tax and employment schedules were delivered and which written claims/notices preserve remedies?
Specifically named source propositions support the bounded distinction or question.
The contents and definitions exhibit contain numbering/cross-reference drift relative to body sections. ExhibitA is only a definitions table; it is not the financial/IP/disclosure schedules or employment agreements repeatedly referenced.supportsWhich financial, IP, contract, permit, tax and employment schedules were delivered and which written claims/notices preserve remedies?
Specifically named source propositions support the bounded distinction or question.
Additional stock is5million shares to each seller annually for three signing anniversaries,15million each total, subject to stock splits and continued employment. Employment agreements are said to attach with revenue-linked salary increases but are absent from these27pages.supportsWhich share ledger, split adjustments and cash records establish consideration paid or outstanding under each condition?
Specifically named source propositions support the bounded distinction or question.
Additional stock is5million shares to each seller annually for three signing anniversaries,15million each total, subject to stock splits and continued employment. Employment agreements are said to attach with revenue-linked salary increases but are absent from these27pages.supportsWhich mutually executed counterpart, dated closing record and delivery evidence resolve28versus30March and establish payment/stock anniversary anchors?
Specifically named source propositions support the bounded distinction or question.
Section1.04(b) addresses Cyberlux filing bankruptcy or actions initiating not-for-cause seller termination within three years of execution. At either seller’s option Cyberlux must use best efforts to spin off the company, managed by Sellers and vested with specified Legacy IP; it is not an automatic completed retransfer.supportsWhat employment/termination records, seller election, bankruptcy timing and Legacy IP schedule test the conditional spin-off mechanism?
Specifically named source propositions support the bounded distinction or question.
Section1.04(b) addresses Cyberlux filing bankruptcy or actions initiating not-for-cause seller termination within three years of execution. At either seller’s option Cyberlux must use best efforts to spin off the company, managed by Sellers and vested with specified Legacy IP; it is not an automatic completed retransfer.supportsThe spin-off provision is a conditional best-efforts obligation tied to a limited trigger window and identified Legacy IP; it does not establish automatic revesting of all later-developed technology.
Specifically named source propositions support the bounded distinction or question.
Mutual indemnities cover breached warranties/covenants with written notice and defence/settlement procedures. General warranties survive three years from closing, specified fundamental sections indefinitely, covenants indefinitely unless otherwise stated, and timely notified claims until resolved; no proven breach/notice is attached.supportsWhich financial, IP, contract, permit, tax and employment schedules were delivered and which written claims/notices preserve remedies?
Specifically named source propositions support the bounded distinction or question.
Legacy IP references a9March letter agreement and includes prior Cinema,Hobby and Law Enforcement product IP plus customer/product/inventory/personnel information. No attached IP inventory defines the exact asset set or establishes ownership/transfer.supportsThe spin-off provision is a conditional best-efforts obligation tied to a limited trigger window and identified Legacy IP; it does not establish automatic revesting of all later-developed technology.
Specifically named source propositions support the bounded distinction or question.
Section1.04(a) sets a fourth-anniversary$0.05/100-day moving-average share-price trigger and allows Cyberlux a cash or additional-share alternative; the additional-share pricing uses a50-day average. The wording does not supply a complete dollar calculation or evidence the trigger occurred.supportsWhich share ledger, split adjustments and cash records establish consideration paid or outstanding under each condition?
Specifically named source propositions support the bounded distinction or question.
The contents and definitions exhibit contain numbering/cross-reference drift relative to body sections. ExhibitA is only a definitions table; it is not the financial/IP/disclosure schedules or employment agreements repeatedly referenced.supportsContractual warranties identify diligence representations and risk allocation; without schedules and closing records they cannot certify historical financial/IP/compliance facts or actual consideration performance.
Specifically named source propositions support the bounded distinction or question.
The contract represents delivery of audited2019–2021 GAAP financials, ordinary-course/materiality limits on liabilities and no adverse change since the balance-sheet date. These are contractual warranties; no audit report or accounts are supplied.supportsContractual warranties identify diligence representations and risk allocation; without schedules and closing records they cannot certify historical financial/IP/compliance facts or actual consideration performance.
Specifically named source propositions support the bounded distinction or question.
Closing is to occur simultaneously with execution, at Watts Law PLLC or remotely, deemed12:01AM eastern standard time. Required deliverables include interests, governance/authority and good-standing/nonforeign certificates, share issuance evidence and buyer board resolutions; none proves delivery merely by being listed.supportsWhich mutually executed counterpart, dated closing record and delivery evidence resolve28versus30March and establish payment/stock anniversary anchors?
Specifically named source propositions support the bounded distinction or question.
Benefit/employment warranties cover plans, contributions, ERISA exposure, transaction-triggered benefits, paid preclosing compensation, labour status and employment compliance. They are not evidence later employment continued or the contingent seller consideration was earned.supportsContractual warranties identify diligence representations and risk allocation; without schedules and closing records they cannot certify historical financial/IP/compliance facts or actual consideration performance.
Specifically named source propositions support the bounded distinction or question.
Subsequent cash is$100,000 to each seller at3,6,9and12months after closing—$400,000 each—conditioned on remaining employed by Cyberlux or a subsidiary. The copy proves terms, not that employment conditions or payments occurred.supportsWhich share ledger, split adjustments and cash records establish consideration paid or outstanding under each condition?
Specifically named source propositions support the bounded distinction or question.
The contract represents delivery of audited2019–2021 GAAP financials, ordinary-course/materiality limits on liabilities and no adverse change since the balance-sheet date. These are contractual warranties; no audit report or accounts are supplied.supportsWhich financial, IP, contract, permit, tax and employment schedules were delivered and which written claims/notices preserve remedies?
Specifically named source propositions support the bounded distinction or question.
Additional stock is5million shares to each seller annually for three signing anniversaries,15million each total, subject to stock splits and continued employment. Employment agreements are said to attach with revenue-linked salary increases but are absent from these27pages.supportsWhat employment/termination records, seller election, bankruptcy timing and Legacy IP schedule test the conditional spin-off mechanism?
Specifically named source propositions support the bounded distinction or question.
Subsequent cash is$100,000 to each seller at3,6,9and12months after closing—$400,000 each—conditioned on remaining employed by Cyberlux or a subsidiary. The copy proves terms, not that employment conditions or payments occurred.supportsMutual execution and closing date are the first dependencies because cash, stock, survival periods and trigger windows use different closing/signing/execution anchors while this copy lacks seller signatures and has conflicting printed dates.
Specifically named source propositions support the bounded distinction or question.
WEIGH
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