EXHIBIT 10.1 

MUTUAL RELEASE, SETTLEMENT, AND TERMINATION AGREEMENT

Visium Technologies, Inc. and ConnexUS AI Inc.

This Mutual Release, Settlement, and Termination Agreement (this “Agreement”) is entered into as of June __, 2026 (the “Effective Date”), by and between:

VISIUM TECHNOLOGIES, INC., a Florida corporation with principal executive offices at 4094 Majestic Lane, Suite 360, Fairfax, VA 22033 (“Visium” or “Company”); and

CONNEXUS AI INC., a Delaware corporation with principal place of business at 3301 N University Drive, Coral Springs, FL 33065 (“ConnexUS” or “Service Provider”).

RECITALS

A. Visium and ConnexUS previously entered into that certain Amended and Restated Letter of Intent (the “LOI”) for the proposed acquisition of ConnexUS by Visium.

B. The Board of Directors of Visium has determined, in the exercise of its business judgment under Fla. Stat. § 607.0830, that the ConnexUS incubation has failed and that termination of the LOI is in the best interests of Visium and its shareholders.

C. The Parties desire to effect a clean, final, and complete termination of the LOI, to confirm ownership of intellectual property, to waive all further payment and performance obligations, and to exchange mutual general releases of all claims, on the terms set forth herein.

AGREEMENT

1. Termination of Agreements. Effective as of the Effective Date, the LOI and (including all exhibits, schedules, and amendments) are hereby terminated in their entirety and shall be of no further force or effect. All rights, obligations, and liabilities of the Parties under the LOI and SOW are extinguished, except for those expressly surviving under this Agreement (confidentiality, releases, IP confirmation, and governing law provisions).

2. Intellectual Property Confirmation. The Parties confirm and agree that all right, title, and interest in and to the ATHENA platform, source code, object code, models, prompts, schemas, configurations, workflows, interfaces, methodologies, documentation, and all related intellectual property (collectively, the “ATHENA IP”) remains the sole and exclusive property of ConnexUS.

No ownership, assignment, or work-made-for-hire rights in the ATHENA IP ever passed to Visium. Any limited license granted to Visium terminated automatically upon termination of the LOI and is of no further effect. Visium represents that it has returned or destroyed all copies of ATHENA IP in its possession, custody, or control.

3. Waiver of Payment and Acceleration Obligations. ConnexUS hereby irrevocably waives, releases, and forever discharges Visium from any and all payment obligations including without limitation the Committed Contract Value, Minimum Monthly Fees, Pass-Through Costs, interest, liquidated damages, acceleration amounts, and collection costs. ConnexUS acknowledges that the $190,000 Incubation Funding (Prior Funds) constitutes a non-refundable expense. Visium shall have no further financial obligation of any kind to ConnexUS under the LOI or otherwise in connection with the ATHENA engagement.

4. Mutual General Release. Effective as of the Effective Date, each Party, on behalf of itself and its respective officers, directors, shareholders, agents, attorneys, successors, and assigns (collectively, “Releasors”), hereby fully, finally, and forever releases, acquits, and discharges the other Party and its respective officers, directors, shareholders, agents, attorneys, successors, and assigns (collectively, “Releasees”) from any and all claims, demands, damages, actions, causes of action, suits, debts, liabilities, obligations, costs, expenses, and losses of every kind and nature whatsoever, whether known or unknown, suspected or unsuspected, arising out of or relating in any way to the LOI, the ATHENA engagement, the proposed acquisition, or any acts or omissions in connection therewith, from the beginning of time through the Effective Date. This release includes, without limitation, claims for breach of contract, breach of fiduciary duty, fraud, misrepresentation, unjust enrichment, quantum meruit, tortious interference, and any claims under federal or state securities laws. The Parties acknowledge that this is a general release and that they are aware of and expressly waive the protections of any statute or doctrine that might limit the effect of a general release (including California Civil Code § 1542 or analogous Florida or Delaware law).

5. Resignation of Cheddi Rai. Cheddi Rai hereby resigns, effective as of the Effective Date, from any and all officer, director, employee, consultant, or other positions he may hold with Visium Technologies, Inc. or any of its subsidiaries or affiliates.

Visium accepts such resignation. Mr. Rai and ConnexUS release any and all claims for compensation, severance, equity, or other benefits arising from such positions, except as expressly provided in this Agreement. Visium releases Mr. Rai from any claims arising from his service, except for fraud or willful misconduct.

6. Board Composition Confirmation. The Parties acknowledge and agree that, effective as of the Effective Date, the Board of Directors of Visium Technologies, Inc. consists of: Paul R. Taylor (Chairman and Chief Executive Officer), Mark Lucky (Chief Financial Officer), and David Pierce (Independent Director).

7. No Admission of Liability. This Agreement is a compromise and settlement of disputed matters. Nothing herein shall be construed as an admission of liability, fault, or wrongdoing by either Party. Each Party expressly denies any liability.

8. Confidentiality and Non-Disparagement. The Parties agree to keep the terms of this Agreement strictly confidential and shall not disclose them to any third party except as required by law, regulation, or legal process (including SEC filings), or to their respective attorneys, accountants, and advisors bound by confidentiality obligations. Neither Party shall make, publish, or communicate any disparaging or defamatory statements, whether oral or written, regarding the other Party, its officers, directors, or the ATHENA engagement.

9. Governing Law and Dispute Resolution. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to conflicts of law principles. Any dispute arising out of or relating to this Agreement shall be resolved exclusively by binding arbitration administered by AAA in Broward County under the Revised Florida Arbitration Code, Chapter 682, Florida Statutes. The prevailing Party shall be entitled to recover reasonable attorneys’ fees and costs.

10. Entire Agreement; Amendments. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, and negotiations. No amendment or waiver shall be effective unless in writing and signed by both Parties.

11. Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original, and electronic/PDF signatures shall be effective as originals.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

EXHIBIT 99.1

VISIUM TECHNOLOGIES, INC. – BOARD ACTION | PRIVILEGED

WRITTEN CONSENT OF THE BOARD OF DIRECTORS

OF VISIUM TECHNOLOGIES, INC.

(In Lieu of Special Meeting Pursuant to Fla. Stat. § 607.0821)

The undersigned, being all of the members of the Board of Directors of Visium Technologies, Inc., a Florida corporation (the “Company”), hereby consent in writing, pursuant to Section 607.0821, Florida Statutes, and the Company’s Bylaws, to the adoption of the following resolutions, effective as of the date last signed below:

RECITALS

WHEREAS, the Company previously entered into that certain Amended and Restated Letter of Intent dated on or about March 29, 2026 (the “LOI”) with ConnexUS AI Inc., a Delaware corporation (“ConnexUS”), for the proposed 100% equity acquisition of ConnexUS, and that certain Combined Master Services Agreement and Statement of Work effective April 15, 2026 (the “SOW”) for development of the ATHENA platform;

WHEREAS, the Board has carefully reviewed the status of the ConnexUS incubation, including milestone performance, commercial viability, development costs, strategic alignment with the Company’s core RAG/agentic AI and nuclear initiatives, and overall value creation prospects;

WHEREAS, after due deliberation and consideration of all material facts, the Board has determined in good faith, exercising its business judgment under Fla. Stat. § 607.0830, that the ConnexUS incubation has failed to achieve its objectives and is no longer in the best interests of the Company or its shareholders;

WHEREAS, no directors have disclosed any interests ‘on both sides’ of the original transaction and this proposed LOI unwind; full disclosure of all conflicts has been made in the minutes and materials presented to the Board; David Pierce is a disinterested director for purposes of Fla. Stat. § 607.0831;

WHEREAS, the Board desires to effect a clean, arm’s-length termination of the LOI, secure comprehensive mutual releases, accept the resignation of Cheddi Rai, confirm the continuing Board composition, and authorize all required SEC/OTC disclosures;

RESOLUTIONS

NOW, THEREFORE, BE IT RESOLVED that the Board hereby determines, declares, and finds that the ConnexUS AI incubation constitutes a failed incubation and that termination of the LOI is in the best interests of the Company and its shareholders;

VISIUM TECHNOLOGIES, INC. – BOARD ACTION | PRIVILEGED

FURTHER RESOLVED that the officers of the Company are authorized and directed to negotiate, execute, and deliver on behalf of the Company a Mutual Release, Settlement, and Termination Agreement (the “Release Agreement”) in substantially the form presented to the Board, with such changes as the executing officer(s) deem necessary or appropriate, provided such changes do not materially increase the Company’s obligations or diminish its rights; the Release Agreement shall: (a) terminate the LOI in their entirety; (b) confirm that all ATHENA intellectual property remains the exclusive property of ConnexUS AI with no license or ownership rights retained by the Company post-termination; (c) waive and release all payment, acceleration, and performance claims by ConnexUS against the Company; (d) provide mutual general releases of all claims arising out of or relating to the LOI, and related matters; and (e) include resignation of Cheddi Rai from all positions with the Company, if any, effective immediately;

FURTHER RESOLVED that the resignation of Cheddi Rai from any and all officer, director, or other positions with the Company is hereby accepted, effective immediately upon execution of the Release Agreement; the Company shall have no further severance, compensation, or other obligations to Mr. Rai except as expressly set forth in the Release Agreement;

FURTHER RESOLVED that the Board of Directors of the Company, effective immediately, is hereby constituted and confirmed as follows: Paul R. Taylor (Chairman and Chief Executive Officer), Mark Lucky (Chief Financial Officer), and David Pierce (Independent Director); any vacancies are filled in accordance with the Bylaws and Fla. Stat. § 607.0809 by action of the remaining directors;

FURTHER RESOLVED that the officers are authorized and directed to prepare, execute, and file with the Securities and Exchange Commission a Current Report on Form 8-K (and any amendments) disclosing the termination of the material definitive agreement (Item 1.02), resignation of officer/director (Item 5.02), and any change in Board composition, together with the Release Agreement as an exhibit, within the time periods required by SEC rules;

FURTHER RESOLVED that all actions heretofore taken by any officer or director of the Company in connection with the matters contemplated by these resolutions are hereby ratified, approved, and confirmed in all respects;

FURTHER RESOLVED that these resolutions may be executed in counterparts, each of which shall be deemed an original, and that electronic or PDF signatures shall be effective as originals for all purposes.

IN WITNESS WHEREOF, the undersigned directors have executed this Written Consent as of the dates set forth below.