Grand Avenue / Kanaris — V4 Interactive Revision (Lean architecture)

All toggles off = clean v4 text. Lean approach uses creative savings #2/#3/#4/#5/#6/#9/#10 — defined terms on a new Schedule A, items 1+2 combined into a single § 1A, items 5+6+7 collapsed into a master Notwithstanding clause. Total budget: $11,962 (down from $20,748 — saved $8,786).
our replacement (shown when toggle is on) new section added v4 effective May 28, 2026 • Grand Avenue Investments LP – Series 3 v. Kanaris Group, LLC & Sfakiyanudis

Settlement Agreement

SETTLEMENT AGREEMENT

This Settlement Agreement (the “Agreement”) is entered into as of May 28, 2026 (the “Effective Date”) by and among Grand Avenue Investments LP – Series 3 (“Grand Avenue”); Kanaris Group, LLC (“Kanaris”); and Ermis Sfakiyanudis (“Sfakiyanudis”).

WHEREAS, on May 1, 2019, Kanaris executed and delivered to Grand Avenue the Original Note in the original principal amount of $500,000.00 (as amended by four allonges, collectively the “Note”);

WHEREAS, Sfakiyanudis executed the Guaranty dated October 6, 2021;

WHEREAS, Kanaris defaulted on the Note and Sfakiyanudis defaulted on the Guaranty;

WHEREAS, on March 27, 2026, Grand Avenue filed Case No. C-02-CV-26-000786 (the “Kanaris Action”) and on April 6, 2026 the Court entered a Confessed Judgment against Kanaris of $2,131,073.19;

WHEREAS, on April 8, 2026 Grand Avenue filed Case No. C-02-CV-26-000933 against Sfakiyanudis (the “Guarantor Action”), which has not been reduced to judgment;

+ new § 1A 12 1A. Initial Payment Effectiveness; Settlement Effective Time. Notwithstanding anything in this Agreement or the Settlement Note to the contrary, no provision of this Agreement or the Settlement Note (including, without limitation, any novation, substitution, cancellation, release by Grand Avenue, forbearance, Subordination, withdrawal, dismissal, or vacatur) shall be effective unless and until the Settlement Effective Time has occurred. Kanaris and Sfakiyanudis shall cause Grand Avenue to actually receive the Initial Payment in immediately available funds in Grand Avenue’s account pursuant to wiring instructions provided by Grand Avenue; delivery of funds to any escrow agent, attorney, lender, or other intermediary shall not constitute payment unless and until Grand Avenue has actually received such funds in immediately available funds in Grand Avenue’s account. If Grand Avenue does not actually receive the Initial Payment on or before the Initial Payment Deadline, Grand Avenue may, at its sole election, deem this Agreement and the Settlement Note null and void and of no force or effect, in which case no novation, substitution, cancellation, release, forbearance, Subordination, withdrawal, dismissal, or vacatur shall be deemed to have occurred, and Grand Avenue may immediately enforce the Note, the Guaranty, the Kanaris Action, the Confessed Judgment, the Guarantor Action, and all other rights and remedies at law or in equity.

2. Settlement Payments.

(a) Initial Payment. On or before May 28, 2026 (the “Initial Payment Deadline”), Kanaris and Sfakiyanudis shall cause Grand Avenue to receive the sum of One Million Dollars ($1,000,000.00) (the “Initial Payment”). The Initial Payment shall be funded and remitted directly to Grand Avenue by Liff, Walsh & Simmons, as escrow agent for Kanaris and Sfakiyanudis. The Initial Payment shall be credited against the amounts due under the Settlement Note. Remittance of the Initial Payment to any party other than Grand Avenue shall not constitute performance of this Section 2(a).

(b) Settlement Note. Concurrently with the execution of this Agreement, Kanaris and Sfakiyanudis shall execute and deliver to Grand Avenue a Settlement Note in the original principal amount of $1,850,000.00. The Settlement Note and Grand Avenue’s rights and remedies thereunder shall be subordinate in all respects to the rights of CRYSTAL DEVELOPMENT LLC, a Maryland limited liability company (the “Third-Party Lender”), under that certain separate Promissory Note between Third-Party Lender and Sfakiyanudis (the “Third-Party Note”) and any other documents executed in connection therewith (collectively, the “Third-Party Loan Documents”), including Third-Party Lender’s right to receive payment in full of all obligations due under the Third-Party Loan Documents prior to any payment to Grand Avenue on account of the Settlement Note (the “Subordination”). Effective upon execution and delivery of the Settlement Note, the Settlement Note is issued in substitution for and replacement of the Original Note and constitutes a novation of the obligations evidenced by the Note.

+ closing sentence in § 2(b) 34 Notwithstanding anything in the foregoing to the contrary, the Subordination is limited to the Permitted Senior Debt during the Subordination Period and is subject in all respects to the Waterfall set forth in Section 5(d) of the Settlement Note. No amendment, restatement, supplementation, renewal, refinancing, extension, waiver, or other modification of the Third-Party Loan Documents shall increase, extend, broaden, or otherwise modify the Subordination without Grand Avenue’s prior written consent. Third-Party Lender is an express third-party beneficiary solely of the Subordination as so limited, and not of any other provision of this Agreement.

(c) Manner of Payment. All payments shall be made via wire transfer in accordance with wiring instructions provided by Grand Avenue.

(d) Time of Essence. Time is of the essence as to each of Kanaris’ and Sfakiyanudis’ payment and performance obligations under this Agreement and the Settlement Note.

+ new § 2(e) 8 (e) Quarterly Crystal Note Report. Within fifteen (15) days after the end of each calendar quarter beginning with the calendar quarter ending September 30, 2026 and continuing until the Subordination Period ends, Sfakiyanudis shall deliver to Grand Avenue a written report covering the Third-Party Note for such quarter, stating in reasonable detail: (a) the outstanding principal balance of the Third-Party Note as of the end of the immediately preceding calendar quarter; (b) all payments of principal, interest, fees, equity kicker, or any other amounts made on the Third-Party Note during such calendar quarter, with date and amount of each; (c) all interest accrued on the Third-Party Note during such calendar quarter; and (d) the outstanding principal balance and accrued and unpaid interest on the Third-Party Note as of the end of such calendar quarter. Failure to deliver any such report when due, which failure continues for ten (10) business days after written notice from Grand Avenue, shall constitute a Default.

3. Withdrawal; Vacatur. Within one (1) business day after Grand Avenue’s receipt of (i) this Agreement fully executed, (ii) the Settlement Note fully executed, and (iii) the Initial Payment in immediately available funds, Grand Avenue shall file pleadings to (a) withdraw or vacate the Confessed Judgment, and (b) dismiss the Guarantor Action without prejudice.

4. Forbearance. Upon execution and delivery of this Agreement and the Settlement Note, and provided no default exists, Grand Avenue agrees not to initiate or prosecute any collection or enforcement action against Kanaris or Sfakiyanudis.

5. Default; Remedies.

A Default occurs upon (a) failure to cause Grand Avenue to receive the Initial Payment, (b) failure to execute and deliver the Settlement Note, or (c) any default under the Settlement Note. Upon a Default, Grand Avenue may enforce the Settlement Note, reinstate the Kanaris Action / Confessed Judgment / Guarantor Action, and pursue all other remedies at law or in equity.

(Tolling, mutual releases, bankruptcy carve-back, representations, non-disclosure, and general provisions — unchanged for this view.)

+ NEW EXHIBIT 145610 SCHEDULE A — DEFINITIONS

SCHEDULE A — DEFINITIONS

“Settlement Effective Time” means the time at which Grand Avenue has actually received all of: (i) this Agreement fully executed by Kanaris and Sfakiyanudis; (ii) the Settlement Note fully executed by Kanaris and Sfakiyanudis; and (iii) the Initial Payment in immediately available funds in Grand Avenue’s account.

“Third Anniversary Date” means the date that is three (3) years after the Effective Date.

“Subordination Cap” means Seven Million Dollars ($7,000,000.00).

“Permitted Senior Debt” means only (a) principal actually advanced by Third-Party Lender to Sfakiyanudis under the Third-Party Note, in an amount not exceeding the Subordination Cap; plus (b) accrued and unpaid non-default interest on such principal; plus (c) the equity kicker provided under the Third-Party Note, in each case subject to the Waterfall and through the earlier of payment in full or the Third Anniversary Date.

“Subordination Period” means the period beginning at the Settlement Effective Time and ending automatically on the earliest of (i) payment in full of the Permitted Senior Debt in accordance with the Waterfall, (ii) the Third Anniversary Date, or (iii) Third-Party Lender’s written release or termination of the Subordination.

“Sfakiyanudis Proceeds” means the gross amount of cash, cash equivalents, securities, notes, deferred consideration, earnouts, holdbacks, rollover equity, or other consideration received or receivable, valued before and without reduction for taxes, expenses, fees, or any other deductions, by Sfakiyanudis, Kanaris, Cyber Reliant Corp. (“Cyber Reliant”), PRSONALIZE, INC., or any entity, asset, or equity interest owned or controlled directly or indirectly by Sfakiyanudis or Kanaris.

“Waterfall” means the order of distribution of Sfakiyanudis Proceeds: (i) first, to Third-Party Lender until the Subordination Cap principal plus accrued non-default interest is paid in full; (ii) second, until both Holder and Third-Party Lender are paid in full, twenty percent (20%) of each dollar to Third-Party Lender as the equity kicker and eighty percent (80%) of each dollar to Holder; and (iii) third, one hundred percent (100%) to Holder until Holder is paid in full.

Settlement Promissory Note

SETTLEMENT PROMISSORY NOTE
$1,850,000.00 · Annapolis, Maryland · May 28, 2026

+ new preamble 4 Capitalized terms used and not defined in this Note have the meanings given to them in the Settlement Agreement, including on Schedule A thereto.

THIS SETTLEMENT PROMISSORY NOTE (this “Note”) is made by Kanaris Group, LLC (“Kanaris”) and Ermis Sfakiyanudis (“Sfakiyanudis”, and together with Kanaris, jointly and severally, “Maker”), in favor of Grand Avenue Investments LP – Series 3 (“Holder”).

WHEREAS, Kanaris executed and delivered to Holder the Original Note dated May 1, 2019, as amended by four allonges (collectively, the “Original Note”), guaranteed by Sfakiyanudis under the Guaranty;

WHEREAS, on April 6, 2026 the Court entered a Confessed Judgment against Kanaris of $2,131,073.19;

WHEREAS, Maker and Holder have entered into the Settlement Agreement of even date herewith.

+ new § 1A 12 1A. Initial Payment Effectiveness; Settlement Effective Time. Notwithstanding anything in this Note or the Settlement Agreement to the contrary, no provision of this Note or the Settlement Agreement (including, without limitation, any novation, substitution, cancellation, release by Holder, forbearance, subordination, withdrawal, dismissal, or vacatur) shall be effective unless and until the Settlement Effective Time has occurred. Maker shall cause Holder to actually receive the Initial Payment in immediately available funds in Holder’s account pursuant to wiring instructions provided by Holder; delivery of funds to any escrow agent, attorney, lender, or other intermediary shall not constitute payment unless and until Holder has actually received such funds in immediately available funds in Holder’s account. If Holder does not actually receive the Initial Payment on or before the Initial Payment Deadline, Holder may, at its sole election, deem the Settlement Agreement and this Note null and void and of no force or effect, in which case no novation, substitution, cancellation, release, forbearance, subordination, withdrawal, dismissal, or vacatur shall be deemed to have occurred, and Holder may immediately enforce the Original Note, the Guaranty, the Confessed Judgment, the Guarantor Action, and all other rights and remedies at law or in equity.

2. Promise to Pay.

For value received, Maker promises to pay Holder $1,850,000.00 (the “Principal Amount”), subject to the discount in Section 5(c).

3. Initial Payment.

On or before May 28, 2026 (the “Initial Payment Deadline”), Maker shall cause Holder to receive $1,000,000.00 (the “Initial Payment”), funded directly to Holder by Liff, Walsh & Simmons as escrow agent for Maker. The Initial Payment shall be credited as principal and shall reduce both the Full Payoff Amount and the Discounted Payoff Amount on a dollar-for-dollar basis. Failure to cause Holder to receive the Initial Payment shall constitute a default under this Note.

4. No Interest; Default Interest.

No interest shall accrue from the Effective Date through and including the third (3rd) anniversary of the date of this Note. From and after the third (3rd) anniversary, if the Full Payoff Amount is not paid in full, it shall not be a default but interest shall accrue at fifteen percent (15.00%) per annum, compounding annually, until paid in full.

5. Maturity; Payment; Discounted Payoff.

(a) Maturity Date. The outstanding balance shall be due in full on the earliest of (i) the tenth (10th) calendar day following the consummation of a Liquidity Event; or (ii) acceleration by Holder following a default (the “Maturity Date”).

(b) Full Payoff Amount. The Principal Amount, less credit for the Initial Payment, plus accrued interest, plus costs of collection.

(c) Discounted Payoff Amount. If no default, Maker may pay $1,750,000.00 in the aggregate (inclusive of the Initial Payment) on or before the third (3rd) anniversary.

(d) Liquidity Event; Notice; Payment Mechanics.

(i) Definition. “Liquidity Event” means the Senior Discharge has occurred.

(ii) Advance Notice. Maker shall provide Holder with written notice of a reasonably anticipated Liquidity Event not less than ten (10) business days prior to the anticipated date of the Liquidity Event (a "Liquidity Event Notice"). The Liquidity Event Notice shall include: (A) the anticipated Liquidity Event date and (B) if known, the name and contact information of any escrow, closing, or paying agent. Holder acknowledges that Maker and Sfakiyanudis may be subject to contractual confidentiality obligations in connection with any such transaction, and Maker shall not be required to disclose (1) the identity of any counterparty, (2) the text or content of any letter of intent, term sheet, memorandum of understanding, purchase and sale agreement, or other transaction document, or (3) any other information the disclosure of which would breach a bona fide confidentiality obligation to a third party, in each case prior to the public announcement of the transaction or the removal of the applicable confidentiality restriction. Promptly following the release of the applicable confidentiality restriction, Maker shall provide Holder with such additional information as Holder may reasonably request to confirm the occurrence of the Liquidity Event.Maker shall provide Holder with written notice of any anticipated Liquidity Event not less than ten (10) business days prior to the anticipated date (a “Liquidity Event Notice”), and if advance notice is not practicable, then immediately upon Maker’s knowledge of the anticipated or completed Liquidity Event. The Liquidity Event Notice shall include: (A) the anticipated Liquidity Event date; (B) Maker’s good-faith estimate of all Sfakiyanudis Proceeds, calculated without reduction for taxes, expenses, fees, escrows, holdbacks, reinvestments, or any other deductions; (C) the identity and contact information of any escrow, closing, or paying agent; and (D) documents reasonably necessary to verify the occurrence of the Liquidity Event and the amount of Sfakiyanudis Proceeds. Any confidentiality obligation asserted by Maker shall not excuse Maker’s obligation to provide information reasonably necessary to verify whether a Liquidity Event has occurred and the amounts payable under the Waterfall, provided that Holder shall maintain such information as confidential in accordance with the Settlement Agreement.

(iii) Good Faith; Anti-Circumvention. Maker shall not take any action, or structure any transaction, with the intent or for the purpose of avoiding, delaying, or circumventing a Liquidity Event or the payment required by this Section 5(d). Maker shall use commercially reasonable diligence to timely close any transaction that would constitute a Liquidity Event and shall not delay closing with the intent or for purposes of avoiding the application of this Section 5(d).Maker shall not take any action, or structure any transaction, with the intent or effect of avoiding, delaying, reducing, or circumventing a Liquidity Event or the payment required by this Section 5(d) or the Waterfall. Maker shall use commercially reasonable diligence to timely close any transaction that would constitute a Liquidity Event and shall not delay closing with the intent or effect of avoiding or reducing the application of this Section 5(d) or the Waterfall.

+ new § 5(d)(v) 5 (v) Waterfall Controls. Notwithstanding Section 5(d)(i) or anything else in this Note or the Settlement Agreement to the contrary, all Sfakiyanudis Proceeds shall be distributed in accordance with the Waterfall. With respect to clause (i) of the Maturity Date in Section 5(a), the date on which Holder is required to be paid under the Waterfall (and in any event not later than two (2) business days following consummation of any transaction generating Sfakiyanudis Proceeds) shall constitute the relevant date.

9. Default.

Default occurs on (a) failure to receive Initial Payment (no notice or opportunity to cure); (b) failure to pay Full/Discounted Payoff on Maturity Date; (c) failure to deliver Liquidity Event Notice; (d) failure to comply with anti-circumvention; (e) bankruptcy-type events; or (f) material default under Settlement Agreement (10-business-day cure).

10. Remedies.

Upon default and subject to Section 22, Holder may (a) accelerate the Full Payoff Amount; (b) exercise confession of judgment; (c) exercise rights under the Settlement Agreement (including reinstating the Kanaris Action, Confessed Judgment, and Guarantor Action); and (d) pursue all other remedies at law or in equity. All such remedies shall be cumulative.

21. Notices.

If to Lender:Grand Avenue Investments LP – Series 3

Attention:

Street Address

City, State ZipIf to Lender: Grand Avenue Investments LP – Series 3
Attention: Alan S. MacKenzie, Jr., Managing Partner
285 Grand Avenue, Building 1
Englewood, NJ 07631
Email: alan@grandaveinv.com

with a copy to (which shall not constitute notice):
Brentwood Law Group
Attention: Stephen Brower
1222 East Baseline Road, Second Floor
Tempe, AZ 85283
Email: sbrower@brentwoodlg.com

If to Borrower: Kanaris Group, LLC, Attention: Ermis Sfakiyanudis, 2813 Durmont Court, Annapolis MD 21401.

If to Senior Lender: CRYSTAL DEVELOPMENT LLC, Attention: Ryan McCarthy, 11405 Maryland Avenue, Beltsville MD 20705.

22. Subordination and Forbearance.

Holder (hereinafter also, “Subordinated Party”) acknowledges that its rights, claims, and interests in connection with the Settlement Agreement and this Note are subordinate in all respects to the rights of CRYSTAL DEVELOPMENT LLC (the “Senior Lender”) under the Senior Loan Documents. Until the Senior Discharge (full repayment plus equity kicker), the Subordinated Party (a) shall not demand, sue for, take, or receive payment; (b) shall hold any received payment in trust for Senior Lender; (c) shall abstain from exercising rights or remedies (including legal proceedings, lien enforcement, confessing judgment, executing on judgment, or demanding repayment); and (d) shall provide Senior Lender written notice of defaults and enforcement intent. The Subordinated Party further agrees to stand still. Senior Lender is an express third-party beneficiary of this Section 22.

+ new § 22(e) 567 (e) Operative Overrides. Notwithstanding anything in this Note or the Settlement Agreement to the contrary, (a) the subordination, turnover, and standstill provisions of this Section 22 apply solely to Permitted Senior Debt and only during the Subordination Period; (b) Holder retains the right to declare a default, accelerate amounts due, give notices, file or maintain actions, take or seek judgment, conduct discovery, and otherwise preserve rights against Kanaris or Sfakiyanudis, provided that Holder shall not receive and retain proceeds of enforcement against Sfakiyanudis personally or property owned directly by Sfakiyanudis during the Subordination Period; (c) the Initial Payment is not subordinated; (d) this Section 22 shall not apply to Kanaris or any property of Kanaris; and (e) all Sfakiyanudis Proceeds shall be distributed in accordance with the Waterfall.

(Confession of judgment, attorneys’ fees, jury trial waiver, governing law — unchanged for this view.)