Each card carries the governed distillate name from the database. Open the quoted anchor before relying on the interpretation.
claimallegation
The April15,2026 Exhibit31 contains Fairwinds-0001–0028: original teaming agreement dated September26,2022 and signed October3; First Amendm
The April15,2026 Exhibit31 contains Fairwinds-0001–0028: original teaming agreement dated September26,2022 and signed October3; First Amendment dated May4,2023 and signed June6; strategic agreement dated May4 and signed June7; July8,2025 emails and a commission worksheet. Execution dates are distinct from document-face dates.
Read the anchor · page 1
EXHIBIT 31
Case 3:25-cv-00483-JAG Document 175-33 Filed 04/15/26 Page 1 of 29 PageID#
3010
claimallegation
The worksheet’s original shipment lines total392 units and$14,954,400; combined with1,608 closeout units and$43,759,159.81 they produce2,000
The worksheet’s original shipment lines total392 units and$14,954,400; combined with1,608 closeout units and$43,759,159.81 they produce2,000 units and$58,713,559.81. It uses average value across all2,000, then1,000 units and8%, yielding$2,348,542.3924, displayed as$2,348,542. Whole-dollar rounding explains the display; the worksheet does not establish that averaging is the contractually required first1,000-unit method.
The email names a workbook, invoices and DD250 attachments, but this exhibit supplies only the one-page invoice/commission summary after the
The email names a workbook, invoices and DD250 attachments, but this exhibit supplies only the one-page invoice/commission summary after the headers. Individual invoices and acceptance forms, an executed invoice settlement and proof of commission payment are absent. The worksheet separates expense reimbursement CLINs from drone commission value.
Read the anchor · page 24
1
Dantin, Joanna
From: Jim Sprungle <james.sprungle@fairwinds-tech.com>
Sent: Tuesday, July 8, 2025 6:09 PM
To: Robert Miller; Toby Wirth
Subject: FW: Commission calculation
Attachments: Fairwinds Commission Calculation.xlsx; PNWA9432056002AXX DD Form 250 (pg. 1) -
Cyberlux - Signed.pdf; PNWA9432056002BXX DD Form 250 (pg. 1) - Cyberlux -
Signed.pdf; PNWA9432056002CXX DD Form 250 - Cyberlux - Signed.pdf;
PNWA9432056002CXX DD Form 250 2 - Cyberlux - Signed.pdf; Invoice for Truck 1
_Final.pdf; Truck 1 Signed DD250s_corrected_05212025.pdf; Invoice for Truck 2
_Final.pdf; Truck 2 Signed DD250s.pdf; Truck 3 - Signed DD250s.pdf; Truck 3 - Signed
Invoice.pdf; Truck 4 - DD250s_05062025.pdf; Truck 4 - Invoice - Signed.pdf
Thoughts on next steps? I will send a revised invoice tomorrow for $2.3M.
Jim Sprungle
CEO
443.223.0301
fairwinds-tech.com
From: Mark Schmidt <mschmidt@cyberlux.com>
Sent: Tuesday, July 8, 2025 7:01 PM
To: Jim Sprungle <james.sprungle@fairwinds-tech.com>
Cc: Loren Buck <lbuck@cyberlux.com>
Subject: Fw: Commission calculation
WARNING - EXTERNAL EMAIL - This email originated from outside of the organization. Do not click links
or open attachments unless you recognize the sender and know the content is safe.
(This is a resend due to size. I put the rest of the invoices and DD250s in a second email.)
Jim, please find the attached spreadsheet on the applicable 1000 drone shipment commission. I've
included all the applicable invoices and the DD250s for all the drone shipments for transparency. With
the SWO and ultimate contract modification, there are a few elements to the calculation. Loren and I are
available to answer any questions and to step through the spreadsheet as you'd like.
V/R - Mark
Mark Schmidt | President and CEO
FAIRWINDS-0023
Case 3:25-cv-00483-JAG Document 175-33 Filed 04/15/26 Page 24 of 29 PageID#
3033
claimallegation
The original agreement requires good-faith teaming, payment within30days of associated receipt, a reseller framework and 10% alternative com
The original agreement requires good-faith teaming, payment within30days of associated receipt, a reseller framework and 10% alternative commission up to1,000 variants when another required contracting route is used. It contains24-month expiry with a conditional one-year extension, other expiry triggers,15-day breach cure,14-day senior-management escalation and Delaware forum; no joint venture or authority generally to bind the other is created.
Read the anchor · page 17
pg. 1
TEAMING AGREEMENT
Fairwinds Technologies LLC – Cyberlux Corporation
THIS TEAMING AGREEMENT and all exhibits attached hereto or referenced herein (hereinafter
referred to as the “Agreement”), is made and entered into this 26th day of September 2022 between
Fairwinds Technologies LLC., a company existing under the laws of Delaware (hereinafter referred to as
“Fairwinds”) with offices at 920 Melvin Road, Annapolis MD 21403, and Cyberlux Corporation, existing
under the laws of Nevada (hereinafter referred to as “Cyberlux”) with offices at 800 Park Offices Drive
Suite 3209, Research Triangle, NC 27709. Fairwinds and Cyberlux are referred to collectively herein as
the “Parties” and individually as a “Party.”
WHEREAS, Cyberlux has a substantial product portfolio of drone technology, including their Model- K8
Aircraft which provides infantry units with an offensive and defensive weapon system capable of
precision threat neutralization at ranges, that meet the requirements for the current theater of operations;
and
WHEREAS, Fairwinds is actively engaged in foreign military sales around the world involving military
technology through a variety of relationships, including the DSCA, USASAC, DLA TLS, COCOM’s, and
embassies, and
WHEREAS, The Government of Ukraine, because of its ongoing defense efforts, has directly contacted
Cyberlux by letter and requested international aid in the form of a large shipment of Model K-8 Aircraft,
and
WHEREAS, Fairwinds has directly coordinated meetings with representatives of the US Government,
Ukraine LNO, DATT, and Partner Nations, and
WHEREAS, the Parties wish to collaborate and leverage their unique skill sets to successfully secure
payment through existing funding opportunities for the shipment of said Model K-8 Aircraft, and
WHEREAS, the Parties wish to enter into this Agreement to set forth more fully the terms and conditions
pursuant to which the Parties shall enter into any contract(s) resulting therefrom.
NOW, THEREFORE, in consideration of the foregoing, and in reliance on the mutual promises and
obligations contained herein, the Parties hereby agree as follows:
1) Parties’ Responsibilities. Each Party shall work with the other in good faith with the objective o f
receiving a contract vehicle to ship the requested drones under a reseller agreement between
Cyberlux and Fairwinds.
FAIRWINDS-0016
Case 3:25-cv-00483-JAG Document 175-33 Filed 04/15/26 Page 17 of 29 PageID#
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claimallegation
The June6 signed amendment limits Fairwinds control of government submissions to mutually agreed prime/reseller roles; permits another neces
The June6 signed amendment limits Fairwinds control of government submissions to mutually agreed prime/reseller roles; permits another necessary route if Fairwinds cannot offer agreed services; replaces10% with8% and changes the cap to1,000 units from cumulative awarded units. Other original provisions are continued except as amended.
Read the anchor · page 2
First Amendment
This First Amendment (the “Amendment Agreement”), dated May 4, 2023, amends the Teaming
Agreement (the “Existing Agreement”), executed on October 3, 2022, between Fairwinds Technologies
LLC (“Company”) and Cyberlux Corporation (“Cyberlux).
Background
1. The parties entered into the Existing Agreement.
2. The parties wish to make certain changes to the Existing Agreement to reflect the
developments in the nature of the deal.
Accordingly, the parties agree as follows:
1) Amendments. The Existing Agreement is amended as follows below.
1.1) Paragraph 4 of the Existing Agreement, which deals with submissions to the
Government, is amended by inserting the words “for which Fairwinds is acting as
mutually agreed upon either Prime or Reseller to” immediately after the word
“Government” at the end of the sentence.
1.2) Paragraph 8 of the Existing Agreement, which specifies the level of exclusivity of the
deal, is amended by deleting it in its entirety and inserting int its place the following:
“Exclusive Agreement. This is an exclusive agreement, meaning that Fairwinds shall only support
Cyberlux, and none of Cyberlux’ competitors on the capture of this Ukrainian Government drone
request for 1000 Model-K8 drones and any continuation orders and derivative drone orders, and
Cyberlux shall not enter into any agreements that would prohibit it from meeting the obligations
promised to Fairwinds, should an award be made to Cyberlux for the support of Ukrainian drone
FAIRWINDS-0001
Case 3:25-cv-00483-JAG Document 175-33 Filed 04/15/26 Page 2 of 29 PageID#
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claimallegation
The strategic agreement becomes effective on the last signature, June7,2023. It repeats8% for the first1,000 K8 variants sold through anothe
The strategic agreement becomes effective on the last signature, June7,2023. It repeats8% for the first1,000 K8 variants sold through another government-required entity, generally pays within30days of receipt, and permits termination on30days written notice with accrued opportunity fees payable within30days of receipt. Its entire-agreement language and continued references to the earlier agreement require reading the documents together.
Read the anchor · page 5
1
STRATEGIC BUSINESS DEVELOPMENT, SERVICE AND SUPPLY
TEAMING AGREEMENT
Relating To
IDENTIFICATION AND QUALIFICATION OF BUSINESS
OPPORTUNITIES, SUPPORT OF BUSINESS DEVELOPMENT, AND
SOLUTIONS DELIVERY
Between
FAIRWINDS TECHNOLOGIES LLC
And
CYBERLUX CORPORATION
This Strategic Business Development, Service, and Supply Teaming Agreement, and all
attached appendices, hereinafter referred to as the (“Agreement”) , dated May 4, 2023 is entered
into and made between Fairwinds Technologies LLC, a Delaware limited liability company
(“Fairwinds”), with an address of 920 Melvin Road, Annapolis MD 21403 , and Cyberlux
Corporation, existing under the laws of Nevada ( hereinafter referred to as “Cyberlux”), with
offices located at 800 Park Offices Drive, Suite 3209, Research Triangle, NC 27709 . Both
Fairwinds and Cyberlux are hereinafter also referred to individually and collectively as “Party”, or
“Parties” respectively.
RECITALS
WHEREAS, Fairwinds is a US -based technology company that is actively engaged in military
sales around the world through a variety of relationships, including the DSCA, USASAC, DLA
COCOM’s, and embassies, and
WHEREAS, Cyberlux has a substantial product portfolio of drone technology, and wishes to grow
their portfolio and sales opportunities through military and private contracts, and
FAIRWINDS-0004
Case 3:25-cv-00483-JAG Document 175-33 Filed 04/15/26 Page 5 of 29 PageID#
3014
claimallegation
The strategic agreement limits exclusivity to specified reciprocal supply rights of first refusal and an ownership-transaction exception for
The strategic agreement limits exclusivity to specified reciprocal supply rights of first refusal and an ownership-transaction exception for Agile products. AppendixA allocates favoured pricing, sales support, advisory and clearance-assistance roles; prime/reseller rights change with facility clearance and government direction. These duties and anticipated projects are not proof clearance was obtained, awards secured or technical deliverables performed.
Read the anchor · page 7
3
2. Terminating the Agreement. This agreement may be terminated by either Party at any
time for any reason by giving no less than thirty (30) days written notice to the other.
2.1 In the event of termination, all outstanding fees owed from one party to the other for
previously or substantially completed and delivered opportunities worked on under this
agreement shall be paid within thirty (30) days of the receipt of such payment from said
opportunity.
3. Responsibilities and Rights.
3.1 Under this agreement, both Parties shall seek to secure sales opportunities documented
by additional agreements for specific opportunities and orders.
3.2 .There are no exclusive agreements or arrangements except for the following:
3.2.1 Where Fairwinds is already a dealer or representative of items used in
Cyberlux drone products , Fairwinds has the exclusive right of first refusal
for supplying those items to Cyberlux . Fairwinds shall also have the
exclusive right of first refusal for supplying any DTC (Domo Tactical)
product, and Agile 5G radio card technology. Despite the previous sentence,
if Cyberlux and Agile enter into any agreement that results in any merger,
acquisition, shared ownership, or ownership exchange between the two
companies, then Fairwinds shall no longer have the exclusive right of first
refusal for supplying Agile 5G radio card technology to Cyberlux.
3.2.2 Cyberlux has the exclusive right of first refusal for supplying drone platform
types that are manufactured by Cyberlux to Fairwinds. If Cyberlux does not
currently manufacture or have the ability to manufacture a specific drone
platform type (Non-Cyberlux Drone) that is needed by Fairwinds, then
Cyberlux has the right of first refusal to supply the Non Cyberlux Drone to
Fairwinds at the same competitive pricing.
3.3 In accordance with section 5.1 of the Agreement and the existing Teaming
Agreement between the parties, if the US Government requires Cyberlux to
execute K -8 Drone sales through an entity other than Fairwinds, then Cyberlux
shall pay to Fairwinds a fee of 8% of the first 1000 K -8 variant Drones that are
sold as consideration for the consulting s ervices and business support that has
been provided.
3.4 Further details on the responsibilities and roles of each party are contained in the
attached Appendix A
FAIRWINDS-0006
Case 3:25-cv-00483-JAG Document 175-33 Filed 04/15/26 Page 7 of 29 PageID#
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claimallegation
The parties describe Fairwinds as a bona fide selling agency, assert customary fees and qualifications and prohibit improper influence under
The parties describe Fairwinds as a bona fide selling agency, assert customary fees and qualifications and prohibit improper influence under the cited FAR clause. Listed services include contract and flow-down review and experienced consultation. These contractual representations do not independently adjudicate federal compliance or prove services delivered.
Read the anchor · page 8
4
4. Compensation/Payment. Other than paragraph 4.1, all payment and compensation terms
are included either within the attached Appendix A, or within the individual agreements
drafted for future specific opportunities.
4.1 Invoicing and Payment Schedule. Except as otherwise agreed to in writing, any
amount owed by one Part y to the other in relation to this agreement, or any subsequent
contract awards resulting from this Agreement, shall be paid within thirty (30) days of
receipt of funds.
5. Relationship of the Parties. The Parties shall act as independent contractors and th e
employees of one shall not be deemed employees of the other. This agreement shall not
constitute or create a joint venture, partnership, or formal business organization of any
kind. Neither party shall impose or create any obligation or responsibility, e xpress or
implied, or make any promises, representations, or warranties on behalf of the other party
other than as expressly provided herein.
5.1 Bona Fide Commercial Selling Agency . Pursuant to the Teaming Agreement
between the parties, executed 10/3/2022, Fairwinds continues to support Cyberlux as a
bona fide commercial selling agency in accordance with FAR 52.203 -5. Fairwinds is
contracted by Cyberlux in accordance with federal law.
5.1.1 No fees paid to Fairwinds by Cyberlux are inequitable or exorbitant when
compared to the services performed. The fees are considered customary for similar
services related to commercial business.
5.1.2 Fairwinds has adequate knowledge of Cyberlux’ product and business, as well
as the other necessary qualifications to sell the products or services on their merits.
5.1.3 Cyberlux and Fairwinds have a continuing relationship and are involved in
projects other than the sale of the aforementioned original 1000 K-8 Drones.
5.1.4 Fairwinds is a regular and well-established business that has existed for 8
years doing business as a commercial selling agency, contractor, business
consultant, and government relations specialist.
5.1.2 Fairwinds agrees that, in the performance of the services contemplated by
the Agreement, it shall neither exert nor propose to exert improper influence, as the
term is defined in FAR 52.203-5.
5.1.3 The support and services provided by Fairwinds in Cyberlux’ contract
negotiations with US Government prime contractors or United States Contracting
Officers include but are not limited to:
a) Reviewing and providing input to contract drafts.
FAIRWINDS-0007
Case 3:25-cv-00483-JAG Document 175-33 Filed 04/15/26 Page 8 of 29 PageID#
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claimallegation
Strategic terms preserve ownership of disclosed IP with a purpose-limited licence and written approval for resulting products; impose confid
Strategic terms preserve ownership of disclosed IP with a purpose-limited licence and written approval for resulting products; impose confidentiality through three years after termination, written consent for assignment, signed written amendments, liability limits with misconduct exceptions, indemnity and force-majeure duties. They also contain anti-corruption, export, non-solicitation, compliance and Delaware dispute provisions. The broad military-end-use export wording sits alongside a defence-focused scope and merits precise contract interpretation, not an assumed regulatory breach.
Read the anchor · page 9
5
b) Reviewing of FAR/DFAR flow downs.
c) Reviewing of commercial Terms and Conditions.
d) Providing consultation services through subject matter experts that include
Fairwinds officers and employees with over 100 years combined
commercial acquisition experience and former Government employees
with acquisition training and certification during their Government civilian
careers.
6. Confidentiality/Proprietary Information. The Parties anticipate that the performance of
this Agreement may require them to disclose to each other information of a proprietary
nature. Therefore, as an integral part of this Agreement, the Parties agree to the following:
6.1 For the duration of this Agreement and the three (3) years immediately following its
termination, each party shall keep and procure to be kept secret and confidential all
secret or confidential commercial, financial , and technical information, know how,
trade secrets, inventions, computer software, and other information whatsoever and in
whatever form or medium, whether disclosed orally or in writing, together with all
reproductions in whatsoever form and any part or parts of it “confidential information”
which relates to either party. This Agreement and its contents are confidential and
proprietary.
7. Intellectual Property Rights . Both Parties acknowledge that all title, rights, and
ownership of any intellectual property disclosed during this agreement shall always remain
with the disclosing party.
7.1 Both Parties grant the other a perpetual, irrevocable, worldwide, royalty -free, license-
free, license to use, modify, further develop, adapt, exploit, and commercialize any of the
Intellectual Property of the other only to the extent that such a license is necessary for the
other to fully perform its obligations and role under this document or any future agreements
stemming from this document.
7.2 Both Parties agree that the other’s Intellectual Property shall not be used in any resulting
product solution unless approved by both Parties in writing.
7.3 Except as expressly authorized herein or in writing, neither party shall attempt to
reverse engineer, analyze or disassemble, or cause to be reverse engineered, analyzed or
disassembled any product, formulation, process technology, sample or other technology
provided by the other party, either directly or indirectly. Likewise, neither party shall
provide a sample of any product or technology provided to them by the other par ty to any
third party or entity, including but not limited to, any type of lab facility.
FAIRWINDS-0008
Case 3:25-cv-00483-JAG Document 175-33 Filed 04/15/26 Page 9 of 29 PageID#
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claimallegation
On July8 Schmidt resends the commission calculation after an oversized message fails, says invoices and DD250s support the applicable1,000-d
On July8 Schmidt resends the commission calculation after an oversized message fails, says invoices and DD250s support the applicable1,000-drone commission, and offers to explain stop-work/modification adjustments with Loren Buck. Sprungle forwards it internally saying he will send a revised roughly$2.3million invoice. The failed message reports40MB against36MB limit; printed authentication/header strings are provenance clues, not cryptographic verification of this PDF or proof every attachment arrived. Displayed forward/resend times differ without stated timezone reconciliation.
Read the anchor · page 24
1
Dantin, Joanna
From: Jim Sprungle <james.sprungle@fairwinds-tech.com>
Sent: Tuesday, July 8, 2025 6:09 PM
To: Robert Miller; Toby Wirth
Subject: FW: Commission calculation
Attachments: Fairwinds Commission Calculation.xlsx; PNWA9432056002AXX DD Form 250 (pg. 1) -
Cyberlux - Signed.pdf; PNWA9432056002BXX DD Form 250 (pg. 1) - Cyberlux -
Signed.pdf; PNWA9432056002CXX DD Form 250 - Cyberlux - Signed.pdf;
PNWA9432056002CXX DD Form 250 2 - Cyberlux - Signed.pdf; Invoice for Truck 1
_Final.pdf; Truck 1 Signed DD250s_corrected_05212025.pdf; Invoice for Truck 2
_Final.pdf; Truck 2 Signed DD250s.pdf; Truck 3 - Signed DD250s.pdf; Truck 3 - Signed
Invoice.pdf; Truck 4 - DD250s_05062025.pdf; Truck 4 - Invoice - Signed.pdf
Thoughts on next steps? I will send a revised invoice tomorrow for $2.3M.
Jim Sprungle
CEO
443.223.0301
fairwinds-tech.com
From: Mark Schmidt <mschmidt@cyberlux.com>
Sent: Tuesday, July 8, 2025 7:01 PM
To: Jim Sprungle <james.sprungle@fairwinds-tech.com>
Cc: Loren Buck <lbuck@cyberlux.com>
Subject: Fw: Commission calculation
WARNING - EXTERNAL EMAIL - This email originated from outside of the organization. Do not click links
or open attachments unless you recognize the sender and know the content is safe.
(This is a resend due to size. I put the rest of the invoices and DD250s in a second email.)
Jim, please find the attached spreadsheet on the applicable 1000 drone shipment commission. I've
included all the applicable invoices and the DD250s for all the drone shipments for transparency. With
the SWO and ultimate contract modification, there are a few elements to the calculation. Loren and I are
available to answer any questions and to step through the spreadsheet as you'd like.
V/R - Mark
Mark Schmidt | President and CEO
FAIRWINDS-0023
Case 3:25-cv-00483-JAG Document 175-33 Filed 04/15/26 Page 24 of 29 PageID#
3033
claimallegation
The worksheet lists eight closeout truck dates April25 through June3,2025; CLIN0001 gross cumulative$43,759,159.81 less$22,776,605.40 USG cr
The worksheet lists eight closeout truck dates April25 through June3,2025; CLIN0001 gross cumulative$43,759,159.81 less$22,776,605.40 USG credit equals$20,982,554.41 due Cyberlux. Adding CLIN0002/0003 cost$2,757,254.39, CLIN0004$1,615,972.07 and profit$413,588.16 correctly totals$25,769,369.03. These are spreadsheet invoice allocations, not bank receipts.
Cyberlux agrees to the amended8% alternative-route commission within the contractual unit cap.
Read the anchor · page 2
First Amendment
This First Amendment (the “Amendment Agreement”), dated May 4, 2023, amends the Teaming
Agreement (the “Existing Agreement”), executed on October 3, 2022, between Fairwinds Technologies
LLC (“Company”) and Cyberlux Corporation (“Cyberlux).
Background
1. The parties entered into the Existing Agreement.
2. The parties wish to make certain changes to the Existing Agreement to reflect the
developments in the nature of the deal.
Accordingly, the parties agree as follows:
1) Amendments. The Existing Agreement is amended as follows below.
1.1) Paragraph 4 of the Existing Agreement, which deals with submissions to the
Government, is amended by inserting the words “for which Fairwinds is acting as
mutually agreed upon either Prime or Reseller to” immediately after the word
“Government” at the end of the sentence.
1.2) Paragraph 8 of the Existing Agreement, which specifies the level of exclusivity of the
deal, is amended by deleting it in its entirety and inserting int its place the following:
“Exclusive Agreement. This is an exclusive agreement, meaning that Fairwinds shall only support
Cyberlux, and none of Cyberlux’ competitors on the capture of this Ukrainian Government drone
request for 1000 Model-K8 drones and any continuation orders and derivative drone orders, and
Cyberlux shall not enter into any agreements that would prohibit it from meeting the obligations
promised to Fairwinds, should an award be made to Cyberlux for the support of Ukrainian drone
FAIRWINDS-0001
Case 3:25-cv-00483-JAG Document 175-33 Filed 04/15/26 Page 2 of 29 PageID#
3011
otherattribution
Parties agree to pay amounts owed within30days of receiving associated funds, unless otherwise agreed in writing.
Read the anchor · page 5
1
STRATEGIC BUSINESS DEVELOPMENT, SERVICE AND SUPPLY
TEAMING AGREEMENT
Relating To
IDENTIFICATION AND QUALIFICATION OF BUSINESS
OPPORTUNITIES, SUPPORT OF BUSINESS DEVELOPMENT, AND
SOLUTIONS DELIVERY
Between
FAIRWINDS TECHNOLOGIES LLC
And
CYBERLUX CORPORATION
This Strategic Business Development, Service, and Supply Teaming Agreement, and all
attached appendices, hereinafter referred to as the (“Agreement”) , dated May 4, 2023 is entered
into and made between Fairwinds Technologies LLC, a Delaware limited liability company
(“Fairwinds”), with an address of 920 Melvin Road, Annapolis MD 21403 , and Cyberlux
Corporation, existing under the laws of Nevada ( hereinafter referred to as “Cyberlux”), with
offices located at 800 Park Offices Drive, Suite 3209, Research Triangle, NC 27709 . Both
Fairwinds and Cyberlux are hereinafter also referred to individually and collectively as “Party”, or
“Parties” respectively.
RECITALS
WHEREAS, Fairwinds is a US -based technology company that is actively engaged in military
sales around the world through a variety of relationships, including the DSCA, USASAC, DLA
COCOM’s, and embassies, and
WHEREAS, Cyberlux has a substantial product portfolio of drone technology, and wishes to grow
their portfolio and sales opportunities through military and private contracts, and
FAIRWINDS-0004
Case 3:25-cv-00483-JAG Document 175-33 Filed 04/15/26 Page 5 of 29 PageID#
3014
entityobservation
Fairwinds Technologies LLC
Read the anchor · page 2
First Amendment
This First Amendment (the “Amendment Agreement”), dated May 4, 2023, amends the Teaming
Agreement (the “Existing Agreement”), executed on October 3, 2022, between Fairwinds Technologies
LLC (“Company”) and Cyberlux Corporation (“Cyberlux).
Background
1. The parties entered into the Existing Agreement.
2. The parties wish to make certain changes to the Existing Agreement to reflect the
developments in the nature of the deal.
Accordingly, the parties agree as follows:
1) Amendments. The Existing Agreement is amended as follows below.
1.1) Paragraph 4 of the Existing Agreement, which deals with submissions to the
Government, is amended by inserting the words “for which Fairwinds is acting as
mutually agreed upon either Prime or Reseller to” immediately after the word
“Government” at the end of the sentence.
1.2) Paragraph 8 of the Existing Agreement, which specifies the level of exclusivity of the
deal, is amended by deleting it in its entirety and inserting int its place the following:
“Exclusive Agreement. This is an exclusive agreement, meaning that Fairwinds shall only support
Cyberlux, and none of Cyberlux’ competitors on the capture of this Ukrainian Government drone
request for 1000 Model-K8 drones and any continuation orders and derivative drone orders, and
Cyberlux shall not enter into any agreements that would prohibit it from meeting the obligations
promised to Fairwinds, should an award be made to Cyberlux for the support of Ukrainian drone
FAIRWINDS-0001
Case 3:25-cv-00483-JAG Document 175-33 Filed 04/15/26 Page 2 of 29 PageID#
3011
entityobservation
Cyberlux Corporation
Read the anchor · page 2
First Amendment
This First Amendment (the “Amendment Agreement”), dated May 4, 2023, amends the Teaming
Agreement (the “Existing Agreement”), executed on October 3, 2022, between Fairwinds Technologies
LLC (“Company”) and Cyberlux Corporation (“Cyberlux).
Background
1. The parties entered into the Existing Agreement.
2. The parties wish to make certain changes to the Existing Agreement to reflect the
developments in the nature of the deal.
Accordingly, the parties agree as follows:
1) Amendments. The Existing Agreement is amended as follows below.
1.1) Paragraph 4 of the Existing Agreement, which deals with submissions to the
Government, is amended by inserting the words “for which Fairwinds is acting as
mutually agreed upon either Prime or Reseller to” immediately after the word
“Government” at the end of the sentence.
1.2) Paragraph 8 of the Existing Agreement, which specifies the level of exclusivity of the
deal, is amended by deleting it in its entirety and inserting int its place the following:
“Exclusive Agreement. This is an exclusive agreement, meaning that Fairwinds shall only support
Cyberlux, and none of Cyberlux’ competitors on the capture of this Ukrainian Government drone
request for 1000 Model-K8 drones and any continuation orders and derivative drone orders, and
Cyberlux shall not enter into any agreements that would prohibit it from meeting the obligations
promised to Fairwinds, should an award be made to Cyberlux for the support of Ukrainian drone
FAIRWINDS-0001
Case 3:25-cv-00483-JAG Document 175-33 Filed 04/15/26 Page 2 of 29 PageID#
3011
entityobservation
Amber Hutchinson
Read the anchor · page 3
services
, except that Cyberlux can enter in any agreements necessary should
Fairwinds not be in a
position to offer mutually agreed prime or reseller services. Should this occur, Fairwinds is
entitled to 8% of the Contract value for up to
a total cumulative number of 1000 drone units, as
defined in the amended Exhibit A
–
Statement of Work
.
”
1.
3
)
Exhibit A
of the Existing Agreement
, which specifie
s
the payment to Fairwinds
if
the
drones were sold through a party other than Fairwinds
,
is
amended by deleting “10%”
and inserting in its place “8%
”.
Also, replacing in the same sen
t
ence the words “1000
variants” with “a total of 1000 units from the total cumulative a
w
arded units
.
”
2)
Continuation of Existing Agreement.
Except for the amendments made in this Amendment
Agreement, every aspect of the Existing Agreement remains unchanged and in full effect.
3)
Merger.
This Amendment Agreement constitutes the final, complete, and exclusive agreement
between the parties on the
matters contained in this Amendment Agreement. All earlier and
contemporaneous negotiations and agreements between the parties on the matter contained in this
Amendment Agreement are expressly merged into and superseded by this Amendment
Agreement.
4)
Gover
ning Law.
The laws of the state of Delaware (without giving effect to its conflicts of law
principles) govern all matters arising under and relating to this Amendment Agreement, including
torts.
5)
Counterparts.
The parties may execute this Amendment Agreem
ent in one or more counterparts,
each of which is an original, and all of which constitute only one agreement between the parties.
To evidence the parties’ agreement to this Amendment Agreement, they have signed, executed, and
delivered it as shown below
.
Fairwinds Technologies LLC
Signature:
_________________ By:
Amber Hutchinson
Title: IDIQ Director
Date: 6/6/2023
Cyberlux Corporation
FAIRWINDS-0002
Case 3:25-cv-00483-JAG Document 175-33 Filed 04/15/26 Page 3 of 29 PageID#
3012
entityobservation
Mark Schmidt
Read the anchor · page 4
Signature: __________________
By:
Mark Schmidt
Title:
President & CEO
Date:
06/06/2023
FAIRWINDS-0003
Case 3:25-cv-00483-JAG Document 175-33 Filed 04/15/26 Page 4 of 29 PageID#
3013
entityobservation
Jim Sprungle
Read the anchor · page 24
1
Dantin, Joanna
From: Jim Sprungle <james.sprungle@fairwinds-tech.com>
Sent: Tuesday, July 8, 2025 6:09 PM
To: Robert Miller; Toby Wirth
Subject: FW: Commission calculation
Attachments: Fairwinds Commission Calculation.xlsx; PNWA9432056002AXX DD Form 250 (pg. 1) -
Cyberlux - Signed.pdf; PNWA9432056002BXX DD Form 250 (pg. 1) - Cyberlux -
Signed.pdf; PNWA9432056002CXX DD Form 250 - Cyberlux - Signed.pdf;
PNWA9432056002CXX DD Form 250 2 - Cyberlux - Signed.pdf; Invoice for Truck 1
_Final.pdf; Truck 1 Signed DD250s_corrected_05212025.pdf; Invoice for Truck 2
_Final.pdf; Truck 2 Signed DD250s.pdf; Truck 3 - Signed DD250s.pdf; Truck 3 - Signed
Invoice.pdf; Truck 4 - DD250s_05062025.pdf; Truck 4 - Invoice - Signed.pdf
Thoughts on next steps? I will send a revised invoice tomorrow for $2.3M.
Jim Sprungle
CEO
443.223.0301
fairwinds-tech.com
From: Mark Schmidt <mschmidt@cyberlux.com>
Sent: Tuesday, July 8, 2025 7:01 PM
To: Jim Sprungle <james.sprungle@fairwinds-tech.com>
Cc: Loren Buck <lbuck@cyberlux.com>
Subject: Fw: Commission calculation
WARNING - EXTERNAL EMAIL - This email originated from outside of the organization. Do not click links
or open attachments unless you recognize the sender and know the content is safe.
(This is a resend due to size. I put the rest of the invoices and DD250s in a second email.)
Jim, please find the attached spreadsheet on the applicable 1000 drone shipment commission. I've
included all the applicable invoices and the DD250s for all the drone shipments for transparency. With
the SWO and ultimate contract modification, there are a few elements to the calculation. Loren and I are
available to answer any questions and to step through the spreadsheet as you'd like.
V/R - Mark
Mark Schmidt | President and CEO
FAIRWINDS-0023
Case 3:25-cv-00483-JAG Document 175-33 Filed 04/15/26 Page 24 of 29 PageID#
3033
entityobservation
Loren Buck
Read the anchor · page 24
1
Dantin, Joanna
From: Jim Sprungle <james.sprungle@fairwinds-tech.com>
Sent: Tuesday, July 8, 2025 6:09 PM
To: Robert Miller; Toby Wirth
Subject: FW: Commission calculation
Attachments: Fairwinds Commission Calculation.xlsx; PNWA9432056002AXX DD Form 250 (pg. 1) -
Cyberlux - Signed.pdf; PNWA9432056002BXX DD Form 250 (pg. 1) - Cyberlux -
Signed.pdf; PNWA9432056002CXX DD Form 250 - Cyberlux - Signed.pdf;
PNWA9432056002CXX DD Form 250 2 - Cyberlux - Signed.pdf; Invoice for Truck 1
_Final.pdf; Truck 1 Signed DD250s_corrected_05212025.pdf; Invoice for Truck 2
_Final.pdf; Truck 2 Signed DD250s.pdf; Truck 3 - Signed DD250s.pdf; Truck 3 - Signed
Invoice.pdf; Truck 4 - DD250s_05062025.pdf; Truck 4 - Invoice - Signed.pdf
Thoughts on next steps? I will send a revised invoice tomorrow for $2.3M.
Jim Sprungle
CEO
443.223.0301
fairwinds-tech.com
From: Mark Schmidt <mschmidt@cyberlux.com>
Sent: Tuesday, July 8, 2025 7:01 PM
To: Jim Sprungle <james.sprungle@fairwinds-tech.com>
Cc: Loren Buck <lbuck@cyberlux.com>
Subject: Fw: Commission calculation
WARNING - EXTERNAL EMAIL - This email originated from outside of the organization. Do not click links
or open attachments unless you recognize the sender and know the content is safe.
(This is a resend due to size. I put the rest of the invoices and DD250s in a second email.)
Jim, please find the attached spreadsheet on the applicable 1000 drone shipment commission. I've
included all the applicable invoices and the DD250s for all the drone shipments for transparency. With
the SWO and ultimate contract modification, there are a few elements to the calculation. Loren and I are
available to answer any questions and to step through the spreadsheet as you'd like.
V/R - Mark
Mark Schmidt | President and CEO
FAIRWINDS-0023
Case 3:25-cv-00483-JAG Document 175-33 Filed 04/15/26 Page 24 of 29 PageID#
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inferenceinference
The documentary sequence supports an amended8% rate, but does not by itself resolve which1,000 units form the commission base; a2,000-unit a
The documentary sequence supports an amended8% rate, but does not by itself resolve which1,000 units form the commission base; a2,000-unit average is a calculation choice rather than an express unit-selection clause.
omissiongap
Individual DD250s and invoices named in the email, actual receipts and the remainder of Fairwinds production are absent from this28-Bates-pa
Individual DD250s and invoices named in the email, actual receipts and the remainder of Fairwinds production are absent from this28-Bates-page subset.
Read the anchor · page 1
EXHIBIT 31
Case 3:25-cv-00483-JAG Document 175-33 Filed 04/15/26 Page 1 of 29 PageID#
3010
otherattribution
Complete supplied 29-page source reviewed at SHA-256 51c51e6c9bfbb082a208f01bcf1d0e5548c3b62df712c774b126ddf3a761d6bf. Source assertions, or
Complete supplied 29-page source reviewed at SHA-256 51c51e6c9bfbb082a208f01bcf1d0e5548c3b62df712c774b126ddf3a761d6bf. Source assertions, original visual features, filing/communication context and identified missing attachments are retained. Exact version_1a6f3e9e7d77421c9285d142b11ad919; SHA256 51c51e6c9bfbb082a208f01bcf1d0e5548c3b62df712c774b126ddf3a761d6bf. All29pages read including headers, full landscape worksheet visually inspected and arithmetic checked. Three separate execution dates confirmed visually. Original extraction retained.
Read the anchor · page 1
EXHIBIT 31
Case 3:25-cv-00483-JAG Document 175-33 Filed 04/15/26 Page 1 of 29 PageID#
3010
questionquestion
What agreement or reconciliation supports averaging all2,000 units instead of valuing the first1,000, and when were the receipt-linked payme
What agreement or reconciliation supports averaging all2,000 units instead of valuing the first1,000, and when were the receipt-linked payment conditions met?
questionquestion
Does this packet support the commission amount?
claimallegation
Total Contract Value $58.7M for 2000 Drones
Total contract including original and closeout modification resulted in delivery of 2000 drones valued at $58,713,560, with average per-unit price of $29,357.
Read the anchor · page 29
Original Contract 1608 $ 43,759,160 Closeout Modification 2000 $ 58,713,560 $ 29,357 Per unit average $ 29,356,780 1000 units
inference
CONNECT
Reviewed relationships
The canvas follows the database: source to DISTIL record, DISTIL record to knowledge object, then reviewed relationship. Position alone means nothing.
cyberlux calculated commission payment to fairwinds as $2 348 542 based on 8% of $29 356 780 value of first 1000 units at average per unit pricerelates to{"chapter":28,"exposure_lens":"The acquisition-chain inquiry locates the official owner of each technical, financial and contractual decision before drawing any conclusion from institutional involvement.","responsibility":"Requirement, contract vehicle, delegated authority, contracting decisions and settlement review.","sequence":328,"unit_key":"CH28"}
The controlling book database maps this allegation into Part II; the book's explicit control-to-exposure crosswalk places that responsibility in Part III, Chapter 28. This is an identifier-based publication link, not a name match.
total contract including original and closeout modification resulted in delivery of 2000 drones valued at $58 713 560 with average per unit price of $29 357relates to{"chapter":29,"exposure_lens":"Intermediary exposure depends on the actual service, compensation, disclosure, approval and actor-specific knowledge; a percentage fee is a question, not an offence by itself.","responsibility":"Legitimate services, fee disclosure, customer approval, registration and price treatment.","sequence":329,"unit_key":"CH29"}
The controlling book database maps this allegation into Part II; the book's explicit control-to-exposure crosswalk places that responsibility in Part III, Chapter 29. This is an identifier-based publication link, not a name match.
Total contract including original and closeout modification resulted in delivery of 2000 drones valued at $58,713,560, with average per-unit price of $29,357.supportstotal contract including original and closeout modification resulted in delivery of 2000 drones valued at $58 713 560 with average per unit price of $29 357
This database-linked source passage is the reviewed documentary support mapped to the allegation in the controlling book version.
Cyberlux calculated commission payment to Fairwinds as $2,348,542 based on 8% of $29,356,780 (value of first 1000 units at average per-unit price).supportscyberlux calculated commission payment to fairwinds as $2 348 542 based on 8% of $29 356 780 value of first 1000 units at average per unit price
This database-linked source passage is the reviewed documentary support mapped to the allegation in the controlling book version.
The worksheet’s original shipment lines total392 units and$14,954,400; combined with1,608 closeout units and$43,759,159.81 they produce2,000 units and$58,713,559.81. It uses average value across all2,000, then1,000 units and8%, yielding$2,348,542.3924, displayed as$2,348,542. Whole-dollar rounding explains the display; the worksheet does not establish that averaging is the contractually required first1,000-unit method.qualifiesFairwinds says Schmidt supplied a spreadsheet and HII invoices July 8, 2025, leading Fairwinds to invoice its commission. It treats the amount as liquidated around that date, says Schmidt promised payment from remaining HII funds and says Cyberlux does not dispute the agreements, amount or payment representation. These are verified Fairwinds descriptions of Cyberlux communications, not the communications themselves.
Calculation supports rounded amount but requires first1,000-unit interpretation.
The June6 signed amendment limits Fairwinds control of government submissions to mutually agreed prime/reseller roles; permits another necessary route if Fairwinds cannot offer agreed services; replaces10% with8% and changes the cap to1,000 units from cumulative awarded units. Other original provisions are continued except as amended.supportsFairwinds claims Cyberlux owes $2,348,542. It describes an October 3, 2022 teaming agreement giving a prime opportunity or 8% of the first 1,000 drones’ contract value, followed by a June 7, 2023 agreement reaffirming compensation after HII became prime. The agreements themselves are not attached.
Signed amendment substantiates the8% rate described in the response.
The email names a workbook, invoices and DD250 attachments, but this exhibit supplies only the one-page invoice/commission summary after the headers. Individual invoices and acceptance forms, an executed invoice settlement and proof of commission payment are absent. The worksheet separates expense reimbursement CLINs from drone commission value.supportsIndividual DD250s and invoices named in the email, actual receipts and the remainder of Fairwinds production are absent from this28-Bates-page subset.
Specifically named source propositions support the bounded distinction or question.
The strategic agreement becomes effective on the last signature, June7,2023. It repeats8% for the first1,000 K8 variants sold through another government-required entity, generally pays within30days of receipt, and permits termination on30days written notice with accrued opportunity fees payable within30days of receipt. Its entire-agreement language and continued references to the earlier agreement require reading the documents together.supportsDoes this packet support the commission amount?
Specifically named source propositions support the bounded distinction or question.
The worksheet’s original shipment lines total392 units and$14,954,400; combined with1,608 closeout units and$43,759,159.81 they produce2,000 units and$58,713,559.81. It uses average value across all2,000, then1,000 units and8%, yielding$2,348,542.3924, displayed as$2,348,542. Whole-dollar rounding explains the display; the worksheet does not establish that averaging is the contractually required first1,000-unit method.supportsDoes this packet support the commission amount?
Specifically named source propositions support the bounded distinction or question.
The worksheet lists eight closeout truck dates April25 through June3,2025; CLIN0001 gross cumulative$43,759,159.81 less$22,776,605.40 USG credit equals$20,982,554.41 due Cyberlux. Adding CLIN0002/0003 cost$2,757,254.39, CLIN0004$1,615,972.07 and profit$413,588.16 correctly totals$25,769,369.03. These are spreadsheet invoice allocations, not bank receipts.supportsWhat agreement or reconciliation supports averaging all2,000 units instead of valuing the first1,000, and when were the receipt-linked payment conditions met?
Specifically named source propositions support the bounded distinction or question.
The strategic agreement becomes effective on the last signature, June7,2023. It repeats8% for the first1,000 K8 variants sold through another government-required entity, generally pays within30days of receipt, and permits termination on30days written notice with accrued opportunity fees payable within30days of receipt. Its entire-agreement language and continued references to the earlier agreement require reading the documents together.supportsThe documentary sequence supports an amended8% rate, but does not by itself resolve which1,000 units form the commission base; a2,000-unit average is a calculation choice rather than an express unit-selection clause.
Specifically named source propositions support the bounded distinction or question.
The strategic agreement becomes effective on the last signature, June7,2023. It repeats8% for the first1,000 K8 variants sold through another government-required entity, generally pays within30days of receipt, and permits termination on30days written notice with accrued opportunity fees payable within30days of receipt. Its entire-agreement language and continued references to the earlier agreement require reading the documents together.supportsWhat agreement or reconciliation supports averaging all2,000 units instead of valuing the first1,000, and when were the receipt-linked payment conditions met?
Specifically named source propositions support the bounded distinction or question.
The June6 signed amendment limits Fairwinds control of government submissions to mutually agreed prime/reseller roles; permits another necessary route if Fairwinds cannot offer agreed services; replaces10% with8% and changes the cap to1,000 units from cumulative awarded units. Other original provisions are continued except as amended.supportsDoes this packet support the commission amount?
Specifically named source propositions support the bounded distinction or question.
The worksheet lists eight closeout truck dates April25 through June3,2025; CLIN0001 gross cumulative$43,759,159.81 less$22,776,605.40 USG credit equals$20,982,554.41 due Cyberlux. Adding CLIN0002/0003 cost$2,757,254.39, CLIN0004$1,615,972.07 and profit$413,588.16 correctly totals$25,769,369.03. These are spreadsheet invoice allocations, not bank receipts.supportsDoes this packet support the commission amount?
Specifically named source propositions support the bounded distinction or question.
The worksheet’s original shipment lines total392 units and$14,954,400; combined with1,608 closeout units and$43,759,159.81 they produce2,000 units and$58,713,559.81. It uses average value across all2,000, then1,000 units and8%, yielding$2,348,542.3924, displayed as$2,348,542. Whole-dollar rounding explains the display; the worksheet does not establish that averaging is the contractually required first1,000-unit method.supportsThe documentary sequence supports an amended8% rate, but does not by itself resolve which1,000 units form the commission base; a2,000-unit average is a calculation choice rather than an express unit-selection clause.
Specifically named source propositions support the bounded distinction or question.
The original agreement requires good-faith teaming, payment within30days of associated receipt, a reseller framework and 10% alternative commission up to1,000 variants when another required contracting route is used. It contains24-month expiry with a conditional one-year extension, other expiry triggers,15-day breach cure,14-day senior-management escalation and Delaware forum; no joint venture or authority generally to bind the other is created.supportsThe documentary sequence supports an amended8% rate, but does not by itself resolve which1,000 units form the commission base; a2,000-unit average is a calculation choice rather than an express unit-selection clause.
Specifically named source propositions support the bounded distinction or question.
The June6 signed amendment limits Fairwinds control of government submissions to mutually agreed prime/reseller roles; permits another necessary route if Fairwinds cannot offer agreed services; replaces10% with8% and changes the cap to1,000 units from cumulative awarded units. Other original provisions are continued except as amended.supportsThe documentary sequence supports an amended8% rate, but does not by itself resolve which1,000 units form the commission base; a2,000-unit average is a calculation choice rather than an express unit-selection clause.
Specifically named source propositions support the bounded distinction or question.
The April15,2026 Exhibit31 contains Fairwinds-0001–0028: original teaming agreement dated September26,2022 and signed October3; First Amendment dated May4,2023 and signed June6; strategic agreement dated May4 and signed June7; July8,2025 emails and a commission worksheet. Execution dates are distinct from document-face dates.supportsIndividual DD250s and invoices named in the email, actual receipts and the remainder of Fairwinds production are absent from this28-Bates-page subset.
Specifically named source propositions support the bounded distinction or question.
The worksheet’s original shipment lines total392 units and$14,954,400; combined with1,608 closeout units and$43,759,159.81 they produce2,000 units and$58,713,559.81. It uses average value across all2,000, then1,000 units and8%, yielding$2,348,542.3924, displayed as$2,348,542. Whole-dollar rounding explains the display; the worksheet does not establish that averaging is the contractually required first1,000-unit method.supportsWhat agreement or reconciliation supports averaging all2,000 units instead of valuing the first1,000, and when were the receipt-linked payment conditions met?
Specifically named source propositions support the bounded distinction or question.
WEIGH
Explained weighting
A score appears only when its components and change threshold are published.
No published WEIGH run
The active Website Edition contains no applied score snapshot for this source or its connected objects. That means not assessed—not zero.