Each card carries the governed distillate name from the database. Open the quoted anchor before relying on the interpretation.
observationobservation
Claimed past component total $2,253,500; expected-funds commission $1,289,765.17; combined $3,543,265.17 before other charges.
Read the anchor · page 7
22. Based on information available to Montague, public court filings, and Cyberlux's
public financial disclosures, Cyberlux received approximately $38.7 million in payments under
this contract during 2023.
23. Furthermore, based upon documents filed by the former receiver of Cyberlux, in
Atlantic Wave Holdings, LLC, et al. v. Cyberlux Corporation, et al., Cause No. 2024-48085,
129th Judicial District Court of Harris County, Texas (the "Atlantic Wave case"), Montague has
learned that HII is expected to make an additional payment of $25,795,303.38 to Cyberlux in the
near term.
24. These payments-both the $38.7 million payment and the forthcoming $25.7
payment-are subject to Montague's entitlement to commissions at the contractual rate of 5%
under the 2023 Consulting Agreement.
Material Breaches of the 2023 Consulting Agreement by Cyberlux
25. Cyberlux has materially breached multiple provisions of the 2023 Consulting
Agreement, depriving Montague of millions of dollars in rightfully earned compensation while
simultaneously failing to provide the transparency promised under the Agreement. These
breaches are not mere technical violations but represent a fundamental failure to honor the
contractual relationship that has been instrumental to Cyberlux' s success.
26. Despite receiving approximately $38.7 million in payments during 2023 under the
Ukraine drone contract-a Commissionable Contract expressly identified in Schedule 2 of the
Agreement and subject to the 5% commission rate-Cyberlux has failed to pay Montague any
portion of the $1,935,000 in commissions due on these receipts. This complete failure to pay
commissions constitutes not only a material breach of Section 3 .3 of the Agreement but also
triggers the willful misconduct provisions of Section 3.3(c), as the underpayment exceeds 10%
of the amount payable (indeed, it represents a 100% underpayment). Under the Agreement's
7
observationobservation
2019 fee $40,000/year;2023 fee $250,000/year; general commission2percent/Ukraine5percent; memorandum$600,000 acquisition fee. These are dist
2019 fee $40,000/year;2023 fee $250,000/year; general commission2percent/Ukraine5percent; memorandum$600,000 acquisition fee. These are distinct terms and bases.
Read the anchor · page 22
Exhibit A
[Visual divider review: Exhibit A.]
quotationattribution
In the reproduced signed restatement, Cyberlux acknowledges $250,000 of accrued earlier consulting obligations under section3.1. This is an
In the reproduced signed restatement, Cyberlux acknowledges $250,000 of accrued earlier consulting obligations under section3.1. This is an adverse financial acknowledgement as of that instrument, not proof of the amount remaining unpaid later.
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1.4 Cyberlux shall provide Consultant with access to its premises, materials,
information and systems to the extent reasonably necessary for the performance of the
Services. Unless otherwise specified in Schedule 1, Consultant shall furnish, at Consultant's
own expense, the materials, equipment ( e.g. computer, cell phone), and other resources
necessary to perform the Services.
1.5 Consultant shall comply in all reasonable respects with all third-party access
rules and procedures communicated to Consultant in writing by Cyberlux, including those
related to safety, security, and confidentiality.
2. TERM. Other than as expressly set forth herein in respect of provisions of this
Agreement which relate to services provided under the Existing Agreement, the term of this
Agreement shall commence as of the date set forth above and shall continue for a period of three
years or until earlier terminated by either party hereto upon no less than fifteen ( 15) days' prior
written notice in accordance with Section 10 (the "Term"). Any extension of the Term will be
subject to mutual written agreement between Consultant and Cyberlux.
3. FEES AND EXPENSES.
3.1 The Parties agree and acknowledge that $250,000.00 of fees remain
outstanding and payable by Cyberlux to Consultant under the Existing Agreement. The
Parties agree and acknowledge that $125,000.00 of such amount has been due and owing in
excess of one year, and therefore, in accordance with the terms of the Existing Agreement,
Consultant has a right, at any time, to require a promissory note be made by Cyberlux
payable to Consultant, on, and subject to the terms contemplated by the Existing Agreement.
In accordance with the terms of the Existing Agreement, Consultant may require that
Cyberlux make a promissory note for the remaining $125,000.00 outstanding under the
Existing Agreement upon the terms contemplated thereby from December 31, 2023.
Cyberlux shall inform Consultant no less than 10 business days prior to entering into any
indebtedness which would by its terms be superior in right of payment to, or ranked pari
passu with the promissory notes that Consultant may require be issued pursuant to this
Section 3 .1. If, within five business days of such notice, Consultant elects to require
Cyberlux to issue a promissory note under this Section 3.1, (a) Cyberlux shall issue such
promissory note(s) to Consultant prior to entering into the indebtedness as to which
Cyberlux is required to provide notice hereunder, and (b) Cyberlux shall cause to be filed in
favor of Consultant a UCC Financing Statement in respect of its obligations to Consultant.
For the avoidance of doubt, attached hereto as Exhibit A, is the form of promissory note
Cyberlux agrees to issue and make in the above amounts upon demand therefor by
Consultant. In furtherance of the recognition of the aggregate amount overdue and owning
under the Existing Agreement, Cyberlux agrees to execute an Affidavit of Confession of
Judgement substantially in the form attached hereto as Exhibit B and cause to be filed a
UCC Financing Statement in respect of the obligations evidenced by such promissory note.
3 .2 As base compensation for the Services and the rights granted to Cyberlux in
this Agreement, Cyberlux shall pay Consultant a fixed fee of $250,000.00 (the "Fees") per
annum, payable in equal monthly installments on the first business day of each month,
commencing January 3, 2023. Consultant acknowledges that Consultant will receive an IRS
2
assumptionassumption
The pleaded recovery assumes the expected HII funds become payable within the commissionable line and that the alleged breaches and premium
The pleaded recovery assumes the expected HII funds become payable within the commissionable line and that the alleged breaches and premium predicates are established. The complaint does not resolve those premises.
claimallegation
The verified complaint is dated and Durham-filed 23 June 2025 at 3:18 PM in 25CV006375-310, Montague against Cyberlux. Parry signs /s/; Zola
The verified complaint is dated and Durham-filed 23 June 2025 at 3:18 PM in 25CV006375-310, Montague against Cyberlux. Parry signs /s/; Zoladz is listed with pro hac vice application pending. Kalenja’s signed verification distinguishes own knowledge from information/belief and public-document matters. The notary image identifies Micheala Keisha Grant, Virginia registration 8070793, commission expiry 31 August 2027 and remote notarisation via Proof. Verification is not a judicial finding.
Read the anchor · page 1
STATE OF NORTH CAROLINA
DURHAM COUNTY
MONTAGUE CAPITAL PARTNERS, LLC,
Plaintiff,
vs.
CYBERLUX CORPORATION
Defendant.
IN THE GENERAL COURT OF JUSTICE
SUPERIOR COURT DIVISION
NO. 25CV006375-310 -------
VERIFIED COMPLAINT
JURY TRIAL DEMANDED
Plaintiff Montague Capital Partners, LLC ("Montague" or "Plaintiff') hereby brings this
action against Defendant Cyberlux Corporation ("Cyberlux" or "Defendant") for breach of
contract and related claims arising from Cyberlux's failure to pay millions of dollars in
contractually owed consulting fees and commissions.
INTRODUCTION
1. This action arises from Cyberlux's willful refusal to honor its contractual
obligations to the strategic consultant that transformed it from a struggling small-cap lighting
company into a legitimate defense contractor with tens of millions of dollars in government
contracts.
2. Despite Montague's instrumental role in sourcing and securing the largest
contract in Cyberlux's history-a $79 million agreement to supply drones to Ukraine's Ministry
1
Electronically Filed Date: 6/23/2025 3: 18 PM Durham Superior Court County Clerk of Superior Court
JG
[Visual filing metadata: 25CV006375-310; Electronically Filed Date:6/23/2025 3:18PM Durham Superior Court County Clerk of Superior Court; JG.]
claimallegation
Exhibit A is the signed consulting agreement effective 1 January 2019. Cyberlux engages Montague for acquisition/business development and re
Exhibit A is the signed consulting agreement effective 1 January 2019. Cyberlux engages Montague for acquisition/business development and reasonable additional services, with instructions from Mark Schmidt, location discretion and independent-contractor status. It expressly denies partnership, joint venture, fiduciary relationship, employee benefits and authority to contract in Cyberlux’s name. The $40,000 annual fee and 15-day termination structure belong to this earlier agreement.
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Exhibit A
[Visual divider review: Exhibit A.]
claimallegation
The 2019 agreement provides that an undisputed amount unpaid after the applicable twelve-month due period becomes a one-year note, permits 1
The 2019 agreement provides that an undisputed amount unpaid after the applicable twelve-month due period becomes a one-year note, permits 1 percent monthly interest and conversion of principal/interest into common stock at $0.0002. Consultant provides its own equipment; itemised receipted expenses above $100 require prior approval and reimbursement is due within thirty days of submission. No actual note election, stock issue or reimbursement is shown.
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(ii) Should Cyberlux fail to pay any undisputed amount by the applicable due date (end of
12 month period), such amount would be deemed to have converted into a one year
Promissory Note. Consultant shall have the right to charge interest on any undisputed balance at
the rate of one percent (1%) per month. (iii) Consultant reserves the right to convert any and all
principal and accrued interest into shares of Cyberlux common stock at a price of $0.0002
3.2
Materials. Consultant shall be responsible for all materials, instruments or equipment
(e.g., computer, cell phone) required to perform the Services.
3.3 Reimbursement of Expenses. Cyberlux agrees to reimburse Consultant for any out-
of-pocket expenses incurred by Consultant that are incurred in accordance with this provision. All
out of pocket expenses must be incurred in accordance with Cyberlux's existing expense policy.
Individual expense items in excess of $100.00 must be approved by Cyberlux prior to being
incurred. All expenses must be itemized and documented with receipts. Cyberlux agrees to
reimburse Consultant for appropriately incurred expenses within thirty (30) days of their
submission to Cyberlux for payment.
ARTICLE IV
Covenants of Consultant
4.1
Nondisclosure of Confidential Material.
(a)
In the performance of the Services hereunder, Consultant and its employees may have
access to confidential records and information, including, but not limited to, information relating to
Cyberlux and its Affiliates and their respective products, procedures, developments, customers,
affairs, finances or other secret information (collectively, the "Confidential Material"). All such
Confidential Material is considered secret and/or will be disclosed to Consultant and its employees in
confidence, and Consultant acknowledges that, as a consequence of the consultancy, Consultant may
have access to, and become acquainted with, additional Confidential Material. Except in performing
its duties hereunder, Consultant shall not (and shall ensure that its employees do not), during the
Term and at all times thereafter, directly or indirectly for any reason whatsoever, disclose or
use any Confidential Material other than for Cyberlux's purposes.
(b)
All records, files, drawings, documents, equipment and other tangible items, wherever
located, relating in any way to or containing Confidential Material, shall be and remain Cyberlux's
sole and exclusive properties and shall be included in the Confidential Material. Upon termination of
this Agreement, or whenever requested by Cyberlux, Consultant shall promptly deliver to Cyberlux
any and all of the Confidential Material and copies thereof, that may be in its possession or under its
control.
(c) The foregoing restrictions shall not apply if (i) such Confidential Material has been
publicly disclosed (not due to a breach by Consultant or its employees of the obligations hereunder or
by a breach of any other person of a fiduciary or confidential obligation to Cyberlux), or (ii)
Consultant is required to disclose Confidential Material by or to any court of competent
jurisdiction or any governmental or quasi-governmental agency, authority or instrumentality of
competent jurisdiction.
MDS
claimallegation
The 2019 agreement supplies continuing confidentiality with public-information and compelled-disclosure exceptions, a one-year post-terminat
The 2019 agreement supplies continuing confidentiality with public-information and compelled-disclosure exceptions, a one-year post-termination non-solicitation covenant, accrued-obligation payment within fifteen days, broad mutual liability limitations, hand/certified-mail notice, payment-conditioned work ownership and restrictions on assignment/payment encumbrance. It selects North Carolina law/courts and signed written amendments. Its reference to an inducement to Fusion is retained as a drafting artefact, not treated as a newly established contracting party.
Read the anchor · page 25
(ii) Should Cyberlux fail to pay any undisputed amount by the applicable due date (end of
12 month period), such amount would be deemed to have converted into a one year
Promissory Note. Consultant shall have the right to charge interest on any undisputed balance at
the rate of one percent (1%) per month. (iii) Consultant reserves the right to convert any and all
principal and accrued interest into shares of Cyberlux common stock at a price of $0.0002
3.2
Materials. Consultant shall be responsible for all materials, instruments or equipment
(e.g., computer, cell phone) required to perform the Services.
3.3 Reimbursement of Expenses. Cyberlux agrees to reimburse Consultant for any out-
of-pocket expenses incurred by Consultant that are incurred in accordance with this provision. All
out of pocket expenses must be incurred in accordance with Cyberlux's existing expense policy.
Individual expense items in excess of $100.00 must be approved by Cyberlux prior to being
incurred. All expenses must be itemized and documented with receipts. Cyberlux agrees to
reimburse Consultant for appropriately incurred expenses within thirty (30) days of their
submission to Cyberlux for payment.
ARTICLE IV
Covenants of Consultant
4.1
Nondisclosure of Confidential Material.
(a)
In the performance of the Services hereunder, Consultant and its employees may have
access to confidential records and information, including, but not limited to, information relating to
Cyberlux and its Affiliates and their respective products, procedures, developments, customers,
affairs, finances or other secret information (collectively, the "Confidential Material"). All such
Confidential Material is considered secret and/or will be disclosed to Consultant and its employees in
confidence, and Consultant acknowledges that, as a consequence of the consultancy, Consultant may
have access to, and become acquainted with, additional Confidential Material. Except in performing
its duties hereunder, Consultant shall not (and shall ensure that its employees do not), during the
Term and at all times thereafter, directly or indirectly for any reason whatsoever, disclose or
use any Confidential Material other than for Cyberlux's purposes.
(b)
All records, files, drawings, documents, equipment and other tangible items, wherever
located, relating in any way to or containing Confidential Material, shall be and remain Cyberlux's
sole and exclusive properties and shall be included in the Confidential Material. Upon termination of
this Agreement, or whenever requested by Cyberlux, Consultant shall promptly deliver to Cyberlux
any and all of the Confidential Material and copies thereof, that may be in its possession or under its
control.
(c) The foregoing restrictions shall not apply if (i) such Confidential Material has been
publicly disclosed (not due to a breach by Consultant or its employees of the obligations hereunder or
by a breach of any other person of a fiduciary or confidential obligation to Cyberlux), or (ii)
Consultant is required to disclose Confidential Material by or to any court of competent
jurisdiction or any governmental or quasi-governmental agency, authority or instrumentality of
competent jurisdiction.
MDS
claimallegation
Exhibit B is the signed amended/restated agreement effective 1 January 2023 for three years subject to earlier termination. It replaces the
Exhibit B is the signed amended/restated agreement effective 1 January 2023 for three years subject to earlier termination. It replaces the earlier terms except expressly preserved obligations. Services, place/time/manner discretion, access/resources and written workplace rules retain independent-contractor structure; company instructions are as agreed between Kalenja and Schmidt.
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Exhibit B
claimallegation
Section 3.1 acknowledges $250,000 accrued under the earlier agreement: $125,000 due more than a year and payable on demand, remaining $125,0
Section 3.1 acknowledges $250,000 accrued under the earlier agreement: $125,000 due more than a year and payable on demand, remaining $125,000 payable from 31 December 2023. Before pari passu/senior new debt, Cyberlux promises ten business days’ notice; Montague has five days to demand a note and first-priority UCC security, to precede new debt. Referenced note/confession forms are not separately supplied after the schedules in this exhibit. A contractual right to demand security is not an executed or perfected lien.
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1.4 Cyberlux shall provide Consultant with access to its premises, materials,
information and systems to the extent reasonably necessary for the performance of the
Services. Unless otherwise specified in Schedule 1, Consultant shall furnish, at Consultant's
own expense, the materials, equipment ( e.g. computer, cell phone), and other resources
necessary to perform the Services.
1.5 Consultant shall comply in all reasonable respects with all third-party access
rules and procedures communicated to Consultant in writing by Cyberlux, including those
related to safety, security, and confidentiality.
2. TERM. Other than as expressly set forth herein in respect of provisions of this
Agreement which relate to services provided under the Existing Agreement, the term of this
Agreement shall commence as of the date set forth above and shall continue for a period of three
years or until earlier terminated by either party hereto upon no less than fifteen ( 15) days' prior
written notice in accordance with Section 10 (the "Term"). Any extension of the Term will be
subject to mutual written agreement between Consultant and Cyberlux.
3. FEES AND EXPENSES.
3.1 The Parties agree and acknowledge that $250,000.00 of fees remain
outstanding and payable by Cyberlux to Consultant under the Existing Agreement. The
Parties agree and acknowledge that $125,000.00 of such amount has been due and owing in
excess of one year, and therefore, in accordance with the terms of the Existing Agreement,
Consultant has a right, at any time, to require a promissory note be made by Cyberlux
payable to Consultant, on, and subject to the terms contemplated by the Existing Agreement.
In accordance with the terms of the Existing Agreement, Consultant may require that
Cyberlux make a promissory note for the remaining $125,000.00 outstanding under the
Existing Agreement upon the terms contemplated thereby from December 31, 2023.
Cyberlux shall inform Consultant no less than 10 business days prior to entering into any
indebtedness which would by its terms be superior in right of payment to, or ranked pari
passu with the promissory notes that Consultant may require be issued pursuant to this
Section 3 .1. If, within five business days of such notice, Consultant elects to require
Cyberlux to issue a promissory note under this Section 3.1, (a) Cyberlux shall issue such
promissory note(s) to Consultant prior to entering into the indebtedness as to which
Cyberlux is required to provide notice hereunder, and (b) Cyberlux shall cause to be filed in
favor of Consultant a UCC Financing Statement in respect of its obligations to Consultant.
For the avoidance of doubt, attached hereto as Exhibit A, is the form of promissory note
Cyberlux agrees to issue and make in the above amounts upon demand therefor by
Consultant. In furtherance of the recognition of the aggregate amount overdue and owning
under the Existing Agreement, Cyberlux agrees to execute an Affidavit of Confession of
Judgement substantially in the form attached hereto as Exhibit B and cause to be filed a
UCC Financing Statement in respect of the obligations evidenced by such promissory note.
3 .2 As base compensation for the Services and the rights granted to Cyberlux in
this Agreement, Cyberlux shall pay Consultant a fixed fee of $250,000.00 (the "Fees") per
annum, payable in equal monthly installments on the first business day of each month,
commencing January 3, 2023. Consultant acknowledges that Consultant will receive an IRS
2
claimallegation
Section 3.2 sets $250,000 annual monthly compensation and tax responsibility. Section 3.3 provides 2 percent of gross amounts payable on sou
Section 3.2 sets $250,000 annual monthly compensation and tax responsibility. Section 3.3 provides 2 percent of gross amounts payable on sourced commercial contracts and 5 percent for Ukraine-related contracts, including related work orders and introduced relationships. Schedule 2 identifies Order 220/9169 dated 21 September 2022 for 1,000 FlightEye KOA031831 drones, training/service/maintenance. This describes commissionable business; it does not itself establish a government award, delivery, acceptance or payment.
Read the anchor · page 33
1.4 Cyberlux shall provide Consultant with access to its premises, materials,
information and systems to the extent reasonably necessary for the performance of the
Services. Unless otherwise specified in Schedule 1, Consultant shall furnish, at Consultant's
own expense, the materials, equipment ( e.g. computer, cell phone), and other resources
necessary to perform the Services.
1.5 Consultant shall comply in all reasonable respects with all third-party access
rules and procedures communicated to Consultant in writing by Cyberlux, including those
related to safety, security, and confidentiality.
2. TERM. Other than as expressly set forth herein in respect of provisions of this
Agreement which relate to services provided under the Existing Agreement, the term of this
Agreement shall commence as of the date set forth above and shall continue for a period of three
years or until earlier terminated by either party hereto upon no less than fifteen ( 15) days' prior
written notice in accordance with Section 10 (the "Term"). Any extension of the Term will be
subject to mutual written agreement between Consultant and Cyberlux.
3. FEES AND EXPENSES.
3.1 The Parties agree and acknowledge that $250,000.00 of fees remain
outstanding and payable by Cyberlux to Consultant under the Existing Agreement. The
Parties agree and acknowledge that $125,000.00 of such amount has been due and owing in
excess of one year, and therefore, in accordance with the terms of the Existing Agreement,
Consultant has a right, at any time, to require a promissory note be made by Cyberlux
payable to Consultant, on, and subject to the terms contemplated by the Existing Agreement.
In accordance with the terms of the Existing Agreement, Consultant may require that
Cyberlux make a promissory note for the remaining $125,000.00 outstanding under the
Existing Agreement upon the terms contemplated thereby from December 31, 2023.
Cyberlux shall inform Consultant no less than 10 business days prior to entering into any
indebtedness which would by its terms be superior in right of payment to, or ranked pari
passu with the promissory notes that Consultant may require be issued pursuant to this
Section 3 .1. If, within five business days of such notice, Consultant elects to require
Cyberlux to issue a promissory note under this Section 3.1, (a) Cyberlux shall issue such
promissory note(s) to Consultant prior to entering into the indebtedness as to which
Cyberlux is required to provide notice hereunder, and (b) Cyberlux shall cause to be filed in
favor of Consultant a UCC Financing Statement in respect of its obligations to Consultant.
For the avoidance of doubt, attached hereto as Exhibit A, is the form of promissory note
Cyberlux agrees to issue and make in the above amounts upon demand therefor by
Consultant. In furtherance of the recognition of the aggregate amount overdue and owning
under the Existing Agreement, Cyberlux agrees to execute an Affidavit of Confession of
Judgement substantially in the form attached hereto as Exhibit B and cause to be filed a
UCC Financing Statement in respect of the obligations evidenced by such promissory note.
3 .2 As base compensation for the Services and the rights granted to Cyberlux in
this Agreement, Cyberlux shall pay Consultant a fixed fee of $250,000.00 (the "Fees") per
annum, payable in equal monthly installments on the first business day of each month,
commencing January 3, 2023. Consultant acknowledges that Consultant will receive an IRS
2
claimallegation
Section 3.3 requires monthly statements and commission payments during the term and two years after services terminate, permits sub-sourcing
Section 3.3 requires monthly statements and commission payments during the term and two years after services terminate, permits sub-sourcing/splits/direct payment requests, and acknowledges possible pre-existing interests and counterparty roles. The audit mechanism extends through two years after commissions terminate, permits a good-faith dispute and independent-accountant resolution, provides interest/premium for qualifying underpayment and refund or offset for overpayment. The disclosure clause does not itself adjudicate procurement compliance or competing creditor priority.
Read the anchor · page 34
Form 1099-NEC from Cyberlux, and that Consultant shall be solely responsible for all
federal, state, and local taxes, as set out in Section 4.2.
3.3
(a) In addition to the Fees, Consultant shall be entitled to receive two
percent (2%), with the exception of any Ukraine-related commercial contracts for
which the Consultant shall be entited to five percent ( 5% ),of the gross amounts
payable to Cyberlux (the "Commission") under commercial contracts sourced by
Consultant, including, without limitation, the proceeds of joint ventures, licenses and
software as service agreements ( collectively, the "Commissionable Contracts").
Commissionable Contracts, including designated lines of business, work orders, and
similar in effect on the date hereof are listed on Schedule 2 hereto. From time to time,
Consultant shall provide Cyberlux with names of persons ( entities or natural persons)
with whom Consultant reasonably believes Cyberlux could enter into a commercially
beneficial contract and/or work orders sourced by or through Consultant. Unless
otherwise directed by Cyberlux, Consultant shall pursue a commercial relationship
with such persons for the benefit of Cyberlux. If and when Cyberlux enters into a
commercial relationship with any such person, such commercial relationship, together
with all related work orders, shall be deemed a Commissionable Contract hereunder.
During the term hereof, and for two years after the termination of the provision of
Services under this Agreement, Cyberlux will, within the first five ( 5) business days of
each month provide Consultant with a statement of all payments made under
Commissionable Contracts in the prior month, together with payment of the
Commission in respect thereof. Consultant shall have the absolute right to sub-contract
the establishment of commercial relationships, and the sourcing of work orders to be
covered by this Section 3 .3. and Consultant may split any Commission payable
pursuant to this Section 3 .3 with any one or more such persons. At the reasonable
request of the Consultant, Cyberlux shall seek to make payments of such split
Commissions directly to such persons, as may be requested from time to time by
Consultant.
(b) Cyberlux agrees and acknowledges that Consultant or an affiliate of
Consultant may have a pre-existing relationship with one or more parties with whom
Cyberlux enters into a Commissionable Contract, including without limitation an
ownership interest in a counterparty to Cyberlux.Such pre-existing relationship may
cause a conflict of interest between Consultant and Cyberlux in respect of any
Commissionable Contract. In addition, Cyberlux may be required to disclose such a
Commissionable Contract as a "related party transaction," and may have internal
procedures in respect of "related party transactions." Commissions (and Fees and
expenses (pursuant to Section 3.4)) shall be payable hereunder despite any interest
Consultant may have in Cyberlux's counterparty to any such Commissionable
Contract.
(c) For so long as Commissions are payable pursuant to this Section 3.3
and for a period of two years thereafter, Consultant shall have access to the books and
records of Cyberlux in respect of all Commissionable Contracts in order to review and
3
claimallegation
Section 3.5 distinguishes unpaid-obligation interest at 1 percent monthly after fifteen days from an optional year-end conversion into a one
Section 3.5 distinguishes unpaid-obligation interest at 1 percent monthly after fifteen days from an optional year-end conversion into a one-year note carrying 1 percent compounded monthly and stock conversion at the prior closing price. No note election is evidenced here. Ordinary interest and optional note terms must not be flattened into a claim that the agreement always or never compounds. Contractor/tax indemnity and work-product ownership/assignment continue on page 36.
Read the anchor · page 35
confirm the amounts payable as Commission. In respect of any underpayment of
Commission, Cyberlux will pay interest on such underpayment at a rate of one percent
( 1 % ) per month; provided that if any payment in respect of any Commissionable
Contract is underpaid by an amount in excess of ten percent ( 10%) of the amount
payable thereunder in any month, the Parties agree that such underpayment represents
willful misconduct or gross negligence on the part of Cyberlux, and must be cured
within ten ( 10) business days with an additional payment premium of an amount equal
to ten ( 10) percent of the underpayment amount. If at any time, either Party determines
that Cyberlux has overpaid any Commission, Consultant shall promptly repay the
amount of such overpayment to Cyberlux, or, at the option of Cyberlux, Cyberlux may
offset the amount of such overpayment against the payment of future Commissions. If
the Parties are in disagreement as to the existence of an underpayment or overpayment
of Commission, they shall use good faith efforts to settle their disagreement regarding
such amount. If despite their efforts, they are unable to reach agreement regarding the
amount of any overpayment or underpayment, they shall mutually engage an
independent accountant to review the applicable records of Cyberlux. The
determination of such accountant as to such overpayment or underpayment shall be
final and binding on the Parties. If the amount of a disputed underpayment is greater
than 50% of the amount of the underpayment claimed by Consultant, Cyberlux shall
bear the cost of the independent accountant. Otherwise the Parties shall equally bear
the cost of the accountant in determining the amount of underpayment. If the amount
of a disputed overpayment is less than 50% of the amount of the overpayment claimed
by Cyberlux, Cyberlux shall bear the cost of the independent accountant. Otherwise,
the Parties shall equally bear the cost of the accountant in determining the amount of
overpayment.
3 .4 Cyberlux agrees to reimburse Consultant for any out-of-pocket expenses
incurred by Consultant in compliance with Cyberlux's existing expense policy (as applicable
to executive officers of Cyberlux). Notwithstanding any contrary provision of such policy
Consultant understands and agrees that it shall be required to (a) provide itemized expense
reimbursement requests together with copies of all receipts, and (b) obtain the written
consent of Cyblerlux prior to incurring any individual expense in excess of $100.00.
Consultant understands and agrees that failure to comply with the provisions of this Section
3 .4 in respect of any expense may result in non-reimbursement of such expense. Cyberlux
will reimburse Consultant for all expenses incurred in compliance with this Section 3 .4
within 30 days of submission of the applicable reimbursement request.
3.5 Consultant shall have the right to charge interest on any unpaid Fees,
Commission and expenses at the rate of one percent (1.0%) per month, commencing 15 days
after the due date thereof, subject to the additional amount in respect of underpaid
Commission set forth in Section 3 .3 above. At the election of Consultant, Cyberlux will at
the end of any calendar year for which amounts payable remain outstanding, provide a
promissory note in favor of Consultant ( or Consultant's designee( s) ), substantially in the
form of Exhibit A hereto, and providing, among other things, for (a) a one-year term, (b)
interest thereon at a rate of 1 % per month, compounded monthly, and ( c) conversion of
principal and interest thereon, at the election of Consultant ( or Consultant's designee( s)) into
common stock of Cyberlux, subject to adjustment, at the closing price per common share as
4
claimallegation
Sections 5.1–5.6 assign work product and intellectual-property rights to Cyberlux, require invention disclosure and reasonable assistance at
Sections 5.1–5.6 assign work product and intellectual-property rights to Cyberlux, require invention disclosure and reasonable assistance at company expense, license incorporated pre-existing materials perpetually on the stated non-exclusive terms and preserve company-material ownership and limited trademark use/sub-licensing. This wording differs from the 2019 payment-conditioned vesting term; actual ownership of any particular asset requires its provenance and applicable instrument.
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quoted by OTC Markets Group Inc. ( or such other market or exchange on which the
common stock may be listed or quoted from time to time) on the trading day immediately
prior to the issuance of such promissory note.
4. RELATIONSHIP OF THE PARTIES.
4.1 Consultant are an independent contractor of Cyberlux, and this Agreement
shall not be construed to create any association, partnership, joint venture, employment, or
agency relationship between Consultant and Cyberlux for any purpose. Consultant have no
authority (and shall not hold Consultant out as having authority) to bind Cyberlux and
Consultant shall not make any agreements or representations on Cyberlux's behalf without
Cyberlux's prior written consent.
4.2 Without limiting Section 4.1, Consultant will not be eligible to participate in
any vacation, group medical or life insurance, disability, profit sharing or retirement
benefits, or any other fringe benefits or benefit plans offered by Cyberlux to its employees,
and Cyberlux will not be responsible for withholding or paying any income, payroll, Social
Security, or other federal, state, or local taxes, making any insurance contributions,
including for unemployment or disability, or obtaining workers' compensation insurance on
Consultant's behalf. Consultant shall be responsible for, and shall indemnify Cyberlux
against, all such taxes or contributions, including penalties and interest.
5. INTELLECTUAL PROPERTY RIGHTS.
5.1 All results and proceeds of the Services performed under this Agreement
including any deliverables hereunder, shall be owned exclusively by Cyberlux. Consultant
acknowledges and agrees that any and all work product that may qualify as "work made for
hire" as defined in the Copyright Act of 1976 (17 U.S.C. § 101) (the "Work Product") is
hereby deemed "work made for hire" for Cyberlux and all copyrights therein shall
automatically and immediately vest in Cyberlux. To the extent that any Work Product does
not constitute "work made for hire," Consultant hereby irrevocably assigns to Cyberlux and
its successors and assigns, for no additional consideration, Consultant's entire right, title,
and interest in and to such Work Product and all intellectual property rights therein,
including the right to sue, counterclaim, and recover for all past, present, and future
infringement, misappropriation, or dilution thereof.
5.2 To the extent any copyrights are assigned under this Section 5, Consultant
hereby irrevocably waives in favor of Cyberlux, to the extent permitted by applicable law,
any and all claims Consultant may now or hereafter have in any jurisdiction to all rights of
paternity or attribution, integrity, disclosure, and withdrawal and any other rights that may
be known as "moral rights" in relation to all Work Product to which the assigned copyrights
apply.]
5
claimallegation
Section 6 requires confidentiality and prompt loss/disclosure notification within two business days; public and qualifying third-party infor
Section 6 requires confidentiality and prompt loss/disclosure notification within two business days; public and qualifying third-party information are excepted. Required legal disclosure is limited to its required extent and order notice is subject to legal prohibition. Section 6.4 expressly preserves DTSA immunity for qualifying confidential reports to officials/attorneys and sealed court filings, plus stated retaliation-action conditions. This is the contract’s text, not a finding that any particular disclosure qualifies.
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5.3 Consultant shall make full and prompt written disclosure to Cyberlux of any
inventions or processes, as such terms are defined in 35 U.S.C. § 100, that constitute Work
Product, whether or not such inventions or processes are patentable or protected as trade
secrets.
5.4 Upon the reasonable request of Cyberlux, during and after the Term,
Consultant shall, at the expense of Cyberlux, promptly take such further actions, including
execution and delivery of all appropriate instruments of conveyance, and provide such
further cooperation, as may be reasonably necessary to assist Cyberlux to apply for,
prosecute, register, maintain, perfect, record, or enforce its rights in any Work Product and
all intellectual property rights therein.
5.5 Notwithstanding Section 5.1, to the extent that any of Consultant's pre-existing
materials are incorporated in or combined with any deliverable hereunder, Consultant
hereby grants to Cyberlux an irrevocable, worldwide, perpetual, royalty-free, non-exclusive
license to use, publish, reproduce, perform, display, distribute, modify, prepare derivative
works based upon, make, have made, sell, offer to sell, import, and otherwise exploit such
preexisting materials and derivative works thereof.
5.6 As between Consultant and Cyberlux, Cyberlux is, and will remain, the sole
and exclusive owner of all right, title, and interest in and to any documents, specifications,
data, know-how, methodologies, software, and other materials provided to Consultant by
Cyberlux ("Company Materials"), and all intellectual property rights therein. Consultant
has no right or license to reproduce or use any Company Materials except solely during the
Term to the extent reasonably necessary to perform Consultant's obligations under this
Agreement. All other rights in and to Company Materials are expressly reserved by
Cyberlux. Consultant have no right or license to use Cyberlux' s trademarks, service marks,
trade names, logos, symbols, or brand names, other than in connection with the provision of
Services hereunder, including the marketing of Cyberlux's products or services in respect of
Commissionable Contracts or work orders. Notwithstanding any other provision hereof,
Consultant may sub-license such limited use of Cyberlux's trademarks, service marks, trade
names, logos, symbols, and brand names, on a royalty free, non-sublicensable basis to its
permitted sub-contractors.
6. CONFIDENTIALITY.
6.1 Consultant acknowledges that Consultant will have, and has had pursuant to
the Existing Agreement, access to information that is treated as confidential and proprietary
by Cyberlux including without limitation, trade secrets, technology, and information
pertaining to business operations and strategies, of Cyberlux and its affiliates, in each case
whether spoken, written, printed, electronic, or in any other form or medium ( collectively,
the "Confidential Information"). Any Confidential Information that Consultant access or
develop in connection with the Services, including but not limited to any Work Product,
shall be subject to the terms and conditions of this clause. Consultant agree to treat all
Confidential Information as confidential, not to disclose Confidential Information or permit
6
claimallegation
Montague alleges its 2019 onward work, through Denis Kalenja, drove Catalyst and Datron acquisitions, the lifting of the Caveat Emptor desig
Montague alleges its 2019 onward work, through Denis Kalenja, drove Catalyst and Datron acquisitions, the lifting of the Caveat Emptor designation and a roughly $79 million Ukraine drone transaction through HII. These are its attributed contribution and causation claims; the complaint supplies no independent assessment of who caused procurement or business outcomes.
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of Defense-Cyberlux has refused to pay any portion of the commissions contractually owed to
Montague.
3. While Cyberlux has already received approximately $38.7 million under this
contract and stands to receive an additional $25.7 million payment imminently, it has
deliberately withheld the 5% commission required expressly under the parties' January 2023
Consulting Agreement.
4. Compounding this breach, Cyberlux has engaged in a calculated pattern of asset
dissipation, bad faith litigation tactics, and strategic encumbrance of receivables designed to
place contract proceeds beyond the reach of Montague and other creditors. Through this action,
Montague seeks to recover the more than $3 .5 million in unpaid commissions and fees rightfully
earned through its transformative business development efforts on Cyberlux's behalf.
THE PARTIES
5. Montague is a North Carolina limited liability company with its principal place of
business at 101 Glen Lennox Dr., Suite 300, Chapel Hill, NC 27517.
6. Defendant Cyberlux is a Nevada Corporation with its headquarters and principal
place of business located at 800 Park Offices Drive, Suite 3209, Research Triangle Park, North
Carolina 27709.
JURISDICTION
7. This Court has personal jurisdiction over Defendants pursuant to N.C. Gen. Stat. §
1-75.4 because Cyberlux maintains its corporate headquarters and principal place of business in
North Carolina, regularly transacts business in this State, and the contract at issue contains an
express consent to jurisdiction in North Carolina. Moreover, Montague is a North Carolina
limited liability company.
2
claimallegation
Section 7 contains respective authority, performance, legal-compliance and intellectual-property warranties with stated knowledge/materialit
Section 7 contains respective authority, performance, legal-compliance and intellectual-property warranties with stated knowledge/materiality qualifications. Cyberlux warrants its signatory’s corporate authorisation. Assertions of authority and compliance in a signed contract are distinct from external verification of every underlying authorisation or service.
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7. REPRESENTATIONS AND WARRANTIES.
7 .1 Consultant represents and warrants to Cyberlux that:
(a) Consultant has the right to enter into this Agreement, to grant the rights
granted herein, and to perform all of Consultant's obligations in this Agreement;
(b) Consultant's entering into this Agreement with Cyberlux and
Consultant's performance of the Services (i) does not and will not conflict with or
result in any breach or default under any of Consultant's constitutional documents, or
(ii) conflict with or result in a breach or default under any (A) instrument of
indebtedness of Consultant, or (B) any material agreement by which Consultant or its
assets are bound;
( c) Consultant has the required skill, experience, and qualifications to
perform the Services, Consultant shall perform the Services in a professional and
workmanlike manner in accordance with generally recognized industry standards for
similar services and Consultant shall devote sufficient resources to ensure that the
Services are performed in a timely and reliable manner;
( d) Consultant shall perform the Services in compliance with all applicable
federal, state, and local laws and regulations, including by maintaining all licenses,
permits, and registrations required to perform the Services, unless non-compliance
therewith is not reasonably expected to have a material impact on Consultant's ability
to perform the Services as required hereby; and
(e) all Work Product to the best of Consultant's knowledge, does not and
will not violate or infringe upon the intellectual property right or any other right
whatsoever of any person, firm, corporation, or other entity.
7 .2 Cyberlux hereby represents and warrants to Consultant that:
(a) it has the full right, power, and authority to enter into this Agreement
and to perform its obligations hereunder;
(b) Cyberlux's entering into this Agreement with Consultant and
Cyberlux's performance of its obligations hereunder (i) does not and will not conflict
with or result in any breach or default under any of Cyberlux' s constitutional
documents, or (ii) conflict with or result in a breach or default under any (A)
instrument of indebtedness of Consultant, or (B) any material agreement by which
Consultant or its assets are bound;
( c) Cyberlux shall perform its obligations hereunder in compliance with all
applicable federal, state, and local laws and regulations, including by maintaining all
licenses, permits, and registrations required to perform its obligations, unless noncompliance therewith is not reasonably expected to have a material impact on
Cyberlux's ability to perform its obligations; and
8
claimallegation
Section 8.1 promises broad Cyberlux defence/indemnity to Consultant Indemnitees for the stated actual/alleged acts, breaches and proceedings
Section 8.1 promises broad Cyberlux defence/indemnity to Consultant Indemnitees for the stated actual/alleged acts, breaches and proceedings to the greatest extent Nevada law permits, including known/unknown and pre/post-effective matters. Section 8.2 describes counsel choice, advancement, escrow and time compensation but switches to Cyberlux Indemnitees and refers to sections 8.3/8.4, which do not appear as separate sections before section 9. Those drafting inconsistencies remain unresolved; no expanded entitlement or corrected wording is invented.
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( d) the execution of this Agreement by its representative whose signature is
set forth at the end of this Agreement has been duly authorized by all necessary
corporate action.
8. INDEMNIFICATION AND ADVANCEMENT.
8.1 Cyberlux shall defend, indemnify, and hold harmless Consultant and its
affiliates and their officers, directors, employees, agents, successors, and assigns
( collectively, "Consultant Indemnitees") from and against all losses, damages, liabilities,
deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of
whatever kind (including reasonable attorneys' fees, collectively "Costs" ) to the greatest
extent permitted by the laws of the State of Nevada arising out of or resulting from:
(a) bodily injury, death of any person, damage to real or tangible personal
property, or any other cost imposed on any Consultant Indemnitee resulting directly or
indirectly in whole or in part from Cyberlux's actual or alleged acts or omissions; or
(b) breach of any representation, warranty, or obligation under this
Agreement or the Existing Agreement; or
(c) any action brought against, or inquiry made of, Cyberlux (whether in
connection with the Existing Agreement, this Agreement or otherwise) or Consultant
(in connection with the Existing Agreement, this Agreement or otherwise relating to
any Consultant Indemnitee's services to or relationship with Cyberlux), whether or not
any Consultant Indemnitee, is named ( as a co-defendant or otherwise), or is required
to provide testimony.
For the avoidance of doubt, the indemnification provided pursuant to this Section 8.1 shall
relate to any and all matters whether know or unknown to either Party on the date hereof,
whether choate or inchoate, whether threatened or not on the date hereof, and whether
arising prior to, on, or after the date hereof.
8.2 In connection with indemnification pursuant to Section 8.1, Cyberlux
Indemnitees will be entitled to retain counsel of their own choosing ( and separate counsel
for each Cyberlux Indemnitee to the extent such Cyberlux Indemnitees may have separate
defenses or actual or potential conflicts of interests such that they cannot reasonably be
expected to be represented by a single firm or counsel). In connection with its
indemnification obligations under Section 8.3, Cyberlux will advance all expenses to the
greatest extent permitted by the laws of the State of Nevada. In furtherance thereof, at any
time that indemnification may be sought under Section 8.1 or the coverage of Costs under
this Section 8.2, in addition to the reimbursement of Costs, as incurred (within five business
days of invoice therefor), including, without limitation, the advance payment of any retainer
amount reasonably requested by counsel to Consultant Indemnitees (or any of them),
Cyberlux shall deposit with counsel to Consultant Idemnitee, to hold in escrow, an amount
reasonably anticipated by such counsel to reflect the aggregate amount of Costs in
connection with such indemnifiable matter. In addition, each Cyberlux Indemnitee shall be
9
claimallegation
Sections 10.1–10.2 permit fifteen-day no-cause notice and material-breach termination subject to the stated cure/notice terms. When applicab
Sections 10.1–10.2 permit fifteen-day no-cause notice and material-breach termination subject to the stated cure/notice terms. When applicable, Cyberlux’s early-termination compensation is the greater of the preceding twelve-month average amount payable multiplied by remaining months to the third anniversary or $20,000 per remaining month. Commission tail is the greater of two years after termination or through the third anniversary. Breach identity/materiality and disputed payment consequences go to the selected court. Section 10.2 says ten days after receipt for a curable breach; this must not be confused with section 3.3(c)’s separately stated business-day premium cure.
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10
compensated at such Consultant Indemnitee’s normal hourly r ate for the time reasonably
required for such Consultant Indemnit ee to provide testimony, assert a defense or otherwise
participate in an action in respect of which indemnification is required pursuant to Section
8.3, which amount shall be payabl e promptly upon invoice therefor . If any amount payable
under Section 8.3 or this Section 8.4 is not paid when due and payable hereunder, counsel to
such Consultant Indemnitee is hereby permitted in such counsel’s reasonable discretion to
release amounts from escrow to the applicable Consultant Indemnitee(s).
9. NON-SOLICITATION.
9.1 Consultant agrees that during the term of this Agreement, and for a period of
one (1) year after the termination hereof, without the prior consent of Cyberlux, Consultant
will not, and will ensure that its employees do not, on behalf of Consultant or any other
person, directly or indire ctly, (a) solicit any person that is a customer, client or has or had
within the 90-day period prior thereto a contractual relationship with Cyblerlux or any of i ts
subsidiaries to discontinue, terminate, cancel or refrain from doing business with Cyblerlux
or any of its subsidiaries, or in any way interfere with the relationship between such person
and Cyberlux or any of its subsidiaries, or (ii) solicit any person that is then an officer or
employee of Cyberlux or any of its subsidiaries to terminate employment with such
company or in any way int erfere w ith the relationship between such person and such
company.
10. TERMINATION.
10.1 Either Party may terminate this Agreement without cause upon 15 days ’
written notice to the other P arty. In the event of termination pursuant to this Section 10.1,
Consultant shall retain any monthly Fee theretofore paid by Cyblerlux. In addition,
(a) if this Agreement is terminated by Cyberlux prior to the third (3d)
anniversary of the Effective Date, Cyberlux shall pay Consultant an amount equal to
the greater of (i) the average monthly amount payable hereunder and under the
Existing Agreement during the twelve (12) month period immediately preceding such
termination multiplied by the number of months between the da te of such termination
and the third (3rd ) anniversary of the Effective Date, and ( ii) twenty thousand dollars
($20,000.00) multiplied by the number of months between the date of such
termination and the third (3rd) anniversary of the Effective Date.
(b) Expense reimbursement shall be due and payable by Cyblerlux upon
presentment of an expense reimbursement request complying with the requirements of
Section 3.5; for Costs pursuant to Section 8, and as set forth above.
(c) Commissions shall continue to be payable in respect of
Commissionable Contracts for the greater of ( i) a period of two (2) years following a
claimallegation
Section 10.3 requires return of deliverables/company property and confidential media, erasure and written certification within five business
Section 10.3 requires return of deliverables/company property and confidential media, erasure and written certification within five business days of the stated termination/expiry/request trigger. It expressly permits backup copies and materials reasonably anticipated for litigation, arbitration or government process to remain. These are qualified obligations, not evidence of actual deletion or return.
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11
termination pursuant to the first sentence of this Section 10.1 and (ii) through the third
(3d) anniversary of the Effective Date.
10.2 Either Party may terminate this Agreement, effective immediately upon written
notice to the other P arty, if the other Party m aterially breaches this Agreement, and such
breach is incapable of cure, or with respect to a material breach capable of cure, the other
party does not cure such breach within ten (10) days after receipt of written notice of such
breach. If Cyberlux is the breaching party, then Cyberlux shall be obliged to pay the
amounts set forth in Section 10.1 above, and such other damages as may be applica ble in
connection with such breach. If Consultant is the breaching party, Cyberlux shall be obliged
to pay the amounts set forth in Section 10.1(b) and (c) above. If the Parties do not agree as to
the existence or materiality of a breach or who breached the Agreement, or if there is a
sequence of alleged breaches cannot agree as to the appropriate payments to Consultant in
respect thereof, the existence of any such bre ach, and the payment obligations under this
Section 10.2, shall be determined by a court of competent jurisdiction pursuant to Section
13.
10.3 Upon expiration or termination of this Agreement for any reason, or at any
other time upon Cyberlux’s written request, Consultant shall promptly, and in any event
within five (5) business days after such expiration, termination or request:
(a) deliver to Cyberlux a ll deliverables (whether complete or incomplete)
and all materials, equipment, and other property provided for Consultant’s use by
Cyberlux;
(b) deliver to Cyberlux all tangible documents and other media, including
any; copi es, containing, reflecting, incorporating, or based on the Confidenti al
Information; provided that any copies, containing, reflecting, incorporating, or based
on the Confidential Information included in Consultant’s back-up systems may remain
in such systems;
(c) permanently erase all of the Confidential Information from
Consultant’s computer systems; provided that any materials reasonably anticipated to
be required in connection with litigation regarding a breach of this Agreement or other
litigation, arbitration, or government process may be maintained for such purposes,
and any copies, containing, reflecting, incorporating, or based on the Confidential
Information included in Consultant’s back-up systems may remain in such systems ;
and
(d) certify in writing to Cyberlux that Consultant have complied with the
requirements of this clause.
10.4 The terms and conditions of this Section, Section 3.3, Section 4, Section 5,
Section 6, Section 7, Section 8, Section 10.1, Section 10.2, Section 10.3, Section 11, Section
12, Section 13, and Section 14 shall survive the expiration or termination of this Agreement.
claimallegation
The amended agreement restricts assignment/payment encumbrance but permits responsible subcontracting, allows specified equitable remedies,
The amended agreement restricts assignment/payment encumbrance but permits responsible subcontracting, allows specified equitable remedies, selects North Carolina law/exclusive courts except expressly otherwise, and makes notices effective on receipt or evidence of receipt. It requires signed written amendments and permits electronic counterparts. Page 45 visibly bears signatures in the Mark Schmidt CEO and Denis Kalenja Managing Member blocks; authenticity or later enforceability is not independently adjudicated here.
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11. ASSIGNMENT. Neither Party shall assign any rights, or delegate any obligations,
under this Agreement without the other Party's prior written consent. Subcontracting by the
Consultant shall not be deemed an assignment, for so long as Consultant remains responsible for
the Services provided hereunder whether directly by Consultant, or by a sub-contractor. Any
assignment in violation of the foregoing shall be deemed null and void. No payment to be made
hereunder shall be subject to alienation, sale, transfer, assignment, pledge, encumbrance or other
charge. Subject to the limits on assignment stated above, this Agreement will inure to the benefit
of, be binding on, and be enforceable against each of the Parties and their respective successors
and assigns.
12. REMEDIES. In the event Consultant breaches or threatens to breach Section 6 or
Section 9, Consultant hereby acknowledges and agrees that money damages would not afford an
adequate remedy and that Cyberlux shall be entitled to seek a temporary or permanent injunction
or other equitable relief restraining such breach or threatened breach from any court of
competent jurisdiction without the necessity of showing any actual damages. Any equitable relief
shall be in addition to, not in lieu of, legal remedies, monetary damages, or other available forms
of relief.
13. GOVERNING LAW, JURISDICTION, AND VENUE. Except as expressly otherwise
set forth herein, this Agreement and all related documents and all matters arising out of or
relating to this Agreement and the Services provided hereunder, whether sounding in contract,
tort, or statute for all purposes shall be governed by and construed in accordance with the laws of
the State of North Carolina, without giving effect to any conflict of laws principles that would
cause the laws of any jurisdiction other than those of the State of North Carolina to apply. Any
action or proceeding by either of the Parties to enforce this Agreement shall be brought only in
any state or federal court located in the State of North Carolina. The Parties hereby irrevocably
submit to the exclusive jurisdiction of these courts and waive the defense of inconvenient forum
to the maintenance of any action or proceeding in such venue.
14. MISCELLANEOUS.
14.1 All notices, requests, consents, claims, demands, waivers, and other
communications hereunder ( each, a "Notice") shall be in writing and addressed to the
Parties at the addresses set forth on the first page of this Agreement ( or to such other address
that may be designated by the receiving party from time to time in accordance with this
Section). All Notices shall be delivered by personal delivery, nationally recognized
overnight courier (with all fees prepaid), email (with confirmation of receipt), or certified or
registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise
provided in this Agreement, a Notice is effective only if (a) the receiving Party has received
the Notice or (b) the Party giving the Notice has received evidence of receipt ( e.g. electronic
confirmation, courier notice of delivery, or return receipt).
12
claimallegation
Exhibit C is a signed memorandum from Schmidt to Kalenja intended effective 5 January 2023, carrying DocuSign envelope 0D270CFF-7AEE-4836-92
Exhibit C is a signed memorandum from Schmidt to Kalenja intended effective 5 January 2023, carrying DocuSign envelope 0D270CFF-7AEE-4836-923A-7FB1FFB74AC9 and displayed dates 01.05.2023. It memorialises $600,000 for Datron acquisition diligence/negotiations, applies the same commission schedule to Datron products, and says the referenced drone order increased from 1,000 to 2,000 with 5 percent commission payable. A displayed effective date and signature date are not independent DocuSign audit history; no actual payment of the flat fee or fulfilment of the increased order is shown.
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Exhibit C
claimallegation
Montague alleges $250,000 annual base compensation, 2 percent general and 5 percent Ukraine commissions, unpaid 5 percent on approximately $
Montague alleges $250,000 annual base compensation, 2 percent general and 5 percent Ukraine commissions, unpaid 5 percent on approximately $38.7 million received in 2023, missing monthly statements and $125,000 January–June 2025 fees. The pleading says the agreement had not then been terminated and alleges 1 percent monthly interest and a 10 percent underpayment premium. The June statement of no termination is date-specific.
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Datron-and its tactical military communications equipment
manufacturing capabilities-into Cyberlux;
• Leading the effort to lift the "Caveat Emptor" ("CE") designation of
the OTC Markets Group (which allowed for brokers and trading
platforms to handle buy and sell orders in Cyberlux stock)-Cyberlux
shares were essentially "worthless" during the pendency of the CE
designation; and
• Sourcing the contract underlying Cyberlux' s most significant revenue
stream-Cyberlux's $79M August 29, 2023 contract with Huntington
Ingalls Industries ("HII") to deliver FlightEye Model K8 drones for
use in Ukraine.
12. In exchange for Montague's strategic business development services, work in
identifying and developing acquisitions, and assistance with sourcing, negotiating and closing
commercial contracts, Cyberlux agreed to pay Montague substantial fees and commissions
( detailed below) pursuant to the 2023 Consulting Agreement.
Relevant Terms of the 2023 Consulting Agreement
13. Section 3 .2 of the Agreement provides:
As base compensation for the Services and the
rights granted to Cyberlux in this Agreement,
Cyberlux shall pay Consultant a fixed fee of
$250,000.00 (the "Fees") per annum, payable in
equal monthly installments on the first
business day of each month, commencing January
3, 2023.
14. Section 3.3 of the Agreement states:
In addition to the Fees, Consultant shall be
entitled to receive two percent (2%), with the
exception of any Ukraine-related commercial
contracts for which the Consultant shall be
entited [sic] to five percent (5%),of the gross
amounts payable to Cyberlux (the "Commission")
under commercial contracts sourced by
Consultant, including, without limitation, the
4
claimallegation
The complaint expects a further $25,795,303.38 HII payment, claiming $1,289,765.17 on it. Its past components $1,935,000 plus $193,500 plus
The complaint expects a further $25,795,303.38 HII payment, claiming $1,289,765.17 on it. Its past components $1,935,000 plus $193,500 plus $125,000 sum to $2,253,500 before unspecified accrued interest; with the expected commission they total $3,543,265.17. Future expected receipts and past claimed principal remain separate; the prayer also seeks other commissions, interest and fees.
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22. Based on information available to Montague, public court filings, and Cyberlux's
public financial disclosures, Cyberlux received approximately $38.7 million in payments under
this contract during 2023.
23. Furthermore, based upon documents filed by the former receiver of Cyberlux, in
Atlantic Wave Holdings, LLC, et al. v. Cyberlux Corporation, et al., Cause No. 2024-48085,
129th Judicial District Court of Harris County, Texas (the "Atlantic Wave case"), Montague has
learned that HII is expected to make an additional payment of $25,795,303.38 to Cyberlux in the
near term.
24. These payments-both the $38.7 million payment and the forthcoming $25.7
payment-are subject to Montague's entitlement to commissions at the contractual rate of 5%
under the 2023 Consulting Agreement.
Material Breaches of the 2023 Consulting Agreement by Cyberlux
25. Cyberlux has materially breached multiple provisions of the 2023 Consulting
Agreement, depriving Montague of millions of dollars in rightfully earned compensation while
simultaneously failing to provide the transparency promised under the Agreement. These
breaches are not mere technical violations but represent a fundamental failure to honor the
contractual relationship that has been instrumental to Cyberlux' s success.
26. Despite receiving approximately $38.7 million in payments during 2023 under the
Ukraine drone contract-a Commissionable Contract expressly identified in Schedule 2 of the
Agreement and subject to the 5% commission rate-Cyberlux has failed to pay Montague any
portion of the $1,935,000 in commissions due on these receipts. This complete failure to pay
commissions constitutes not only a material breach of Section 3 .3 of the Agreement but also
triggers the willful misconduct provisions of Section 3.3(c), as the underpayment exceeds 10%
of the amount payable (indeed, it represents a 100% underpayment). Under the Agreement's
7
claimallegation
The pleading says a 10 June 2025 demand was sent by email and Federal Express. It supplies no delivery receipt in these exhibits. Sending, a
The pleading says a 10 June 2025 demand was sent by email and Federal Express. It supplies no delivery receipt in these exhibits. Sending, actual receipt, cure expiry and an adjudicated breach remain different propositions.
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terms, this gross underpayment subjects Cyberlux to both interest charges at 1 % per month and
an additional penalty equal to 10% of the underpayment amount.
27. In addition to its failure to pay the 5% commission on the Ukraine drone contract,
Cyberlux has failed to pay the 2% commission due to Montague on other Commissionable
Contracts.
28. In addition to the commission obligations, Cyberlux has failed to pay the monthly
consulting fees required under Section 3 .2 of the Agreement. Beginning with the January 2025
payment and continuing through the present, Cyberlux has failed to make six ( 6) of the required
monthly payments of $20,833.33. As of today, the unpaid consulting fees total $125,000 for the
period January through June 2025, exclusive of interest. This ongoing failure to pay base
compensation represents a separate and independent material breach of the Agreement.
29. Compounding these payment failures, Cyberlux has breached its reporting
obligations under Section 3.3(a) of the Agreement by failing to provide monthly statements
detailing payments received under Commissionable Contracts. Despite the clear requirement
that such statements be provided within the first five business days of each month, Montague has
received no statements whatsoever regarding the substantial payments Cyberlux has received
under the Ukraine drone contract. This lack of transparency has forced Montague to rely on
incomplete public information and third-party sources to determine the extent of amounts owed,
thereby frustrating the Agreement's provisions designed to ensure accurate and timely
commission payments.
Amounts Due Montague
30. On June 10, 2025, a demand letter was sent-via email and Federal Express-by
Montague to Cyberlux, detailing the breaches and amounts owed to Montague under the 2023
Consulting Agreement.
8
claimallegation
Montague alleges asset dissipation and quotes Welter concerning transfers to personal accounts, friends and family beginning on the Septembe
Montague alleges asset dissipation and quotes Welter concerning transfers to personal accounts, friends and family beginning on the September 2023 advance date. The quoted assertions are nested litigation allegations; bank records and the underlying Welter declaration are not reproduced among this complaint’s three exhibits.
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31. Cyberlux owes: (a) $1,935,000 in unpaid commissions on the approximately
$38.7 million received during 2023; (b) $193,500 representing the 10% penalty on such
underpayment pursuant to Section 3 .3; ( c) accrued interest on the unpaid commission at 1 % per
month from the date each payment was due; (d) $125,000 in unpaid monthly consulting fees for
January through June 2025; and (e) accrued interest on unpaid consulting fees at 1 % per month
from each payment's due date.
32. Upon receipt of the $25,795,303.38 payment from HII referenced in the Atlantic
Wave case, Cyberlux will owe Montague the 5% commission due thereon ($1,289,765.17)
within ten business days. Cyberlux' s failure to timely pay this commission will trigger the 10%
penalty provisions of Section 3.3(c).
Cyberlux's Demonstrated Pattern of Deliberately Frustrating Creditor Recovery Efforts
33. Cyberlux has demonstrated a pattern of frustrating creditor recovery efforts. (See
"Bad Faith Litigation Tactics," infra.) Court records reflect that Cyberlux has repeatedly made
representations regarding its intentions to secure or satisfy obligations that have not materialized.
In October 2024, Cyberlux represented to the Court in the Atlantic Wave case that a stay of
execution had been granted in Virginia regarding the underlying judgment domesticated in
Texas, when in fact no such stay had been requested or granted. Subsequently, in April 2025,
Cyberlux represented to a federal court (in a baseless and, ultimately rejected, removal action)
that it intended to file a supersedeas bond, yet no such motion was ever filed.
34. Cyberlux's financial maneuvers have raised concerns regarding asset
preservation. Records indicate that Cyberlux dissipated a substantial portion of the $38.7 million
payment it received from HII in September 2023. (See "Cyberlux's Documented Pattern of
Asset Dissipation," infra.) Recently, in April 2025, after defaulting on a credit agreement with
Legalist SPV III, LP ("Legalist"), Cyberlux amended its line of credit with Legalist to increase
9
claimallegation
The complaint identifies Legalist SPV III, LP and alleges a January 2025 debt of $7,313,627.17 accruing $4,364.46 daily, later increased bor
The complaint identifies Legalist SPV III, LP and alleges a January 2025 debt of $7,313,627.17 accruing $4,364.46 daily, later increased borrowing, a protective advance above $2 million and encumbered HII receivables. It alleges at least $40 million of creditor exposure, listing Atlantic Wave, Thin Air Gear, Aerotek, R.B. Capital and former employees. Those dated pleaded debts are not a current solvency finding or adjudication of competing liens.
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31. Cyberlux owes: (a) $1,935,000 in unpaid commissions on the approximately
$38.7 million received during 2023; (b) $193,500 representing the 10% penalty on such
underpayment pursuant to Section 3 .3; ( c) accrued interest on the unpaid commission at 1 % per
month from the date each payment was due; (d) $125,000 in unpaid monthly consulting fees for
January through June 2025; and (e) accrued interest on unpaid consulting fees at 1 % per month
from each payment's due date.
32. Upon receipt of the $25,795,303.38 payment from HII referenced in the Atlantic
Wave case, Cyberlux will owe Montague the 5% commission due thereon ($1,289,765.17)
within ten business days. Cyberlux' s failure to timely pay this commission will trigger the 10%
penalty provisions of Section 3.3(c).
Cyberlux's Demonstrated Pattern of Deliberately Frustrating Creditor Recovery Efforts
33. Cyberlux has demonstrated a pattern of frustrating creditor recovery efforts. (See
"Bad Faith Litigation Tactics," infra.) Court records reflect that Cyberlux has repeatedly made
representations regarding its intentions to secure or satisfy obligations that have not materialized.
In October 2024, Cyberlux represented to the Court in the Atlantic Wave case that a stay of
execution had been granted in Virginia regarding the underlying judgment domesticated in
Texas, when in fact no such stay had been requested or granted. Subsequently, in April 2025,
Cyberlux represented to a federal court (in a baseless and, ultimately rejected, removal action)
that it intended to file a supersedeas bond, yet no such motion was ever filed.
34. Cyberlux's financial maneuvers have raised concerns regarding asset
preservation. Records indicate that Cyberlux dissipated a substantial portion of the $38.7 million
payment it received from HII in September 2023. (See "Cyberlux's Documented Pattern of
Asset Dissipation," infra.) Recently, in April 2025, after defaulting on a credit agreement with
Legalist SPV III, LP ("Legalist"), Cyberlux amended its line of credit with Legalist to increase
9
claimallegation
Montague characterises litigation conduct as bad faith, citing removal/remand sanctions and allegedly misleading Virginia stay/supersedeas s
Montague characterises litigation conduct as bad faith, citing removal/remand sanctions and allegedly misleading Virginia stay/supersedeas statements, and seeks emergency protection before the expected HII receipt. Underlying motions, orders, appeal-security filings and the concurrently mentioned injunction motion are not among this 48-page file’s exhibits. The stated litigation motive remains the plaintiff’s position.
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its borrowing limit by millions, with the credit facility collateralized by accounts receivable on
its Ukraine-related drone contracts. (See "Factoring and Encumbering Receivables", infra.)
35. The facts set forth below, and the scope of creditor claims against Cyberlux (see
"Cyberlux is at Extreme Risk of Insolvency," infra), underscore the critical need for Montague's
Motion for Temporary Restraining Order and Preliminary Injunction, filed concurrently
herewith.
36. Recently terminated Texas receivership proceedings exemplify Cyberlux's
systematic efforts to evade creditor obligations while controlling substantial assets. On July 7,
2024, Atlantic Wave Holdings, LLC filed a petition to enforce a Virginia foreign judgment in the
129th Judicial District Court of Harris County, Texas. Following months of contentious
litigation, Atlantic Wave moved to appoint a receiver on January 9, 2025. Despite the court's
oral grant of the motion, Cyberlux removed the case to federal court before a written order could
be entered. Judge Lee Rosenthal remanded the case on March 27, 2025, finding the removal
untimely. When Atlantic Wave renewed its motion for receiver appointment, Cyberlux again
removed to federal court on April 11, 2025-prompting Judge Rosenthal to award attorney's
fees as sanctions and find that "Cyberlux had no objectively reasonable basis to remove again."
Cyberlux's Documented Pattern of Asset Dissipation
3 7. Court records reveal a shocking pattern of asset dissipation by Cyberlux
immediately upon receipt of government contract funds. According to the sworn declaration of
William Welter in the Atlantic Wave case, bank records produced in discovery confirmed that
Cyberlux "received a payment of $38.7 million from a US Government contract to supply drones
to Ukraine on September 8, 2023." Rather than use these funds to satisfy creditor obligations or
maintain business operations, "Defendants transferred significant sums of money to personal
10
claimallegation
Counts plead breach of contract, alternative quantum meruit and unjust enrichment, and breach of the implied covenant. Alternative recovery
Counts plead breach of contract, alternative quantum meruit and unjust enrichment, and breach of the implied covenant. Alternative recovery theories cannot be added together as separate recoveries. The pleading calls $3,543,265.17 approximately 5 percent of revenues, though the displayed amount includes the $193,500 premium and $125,000 fees in addition to commissions. Punitive entitlement, fulfilled conditions precedent and fees under section 8.1 and N.C. Gen. Stat. 6-21.6 are requested or asserted, not awarded.
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COUNT I: BREACH OF CONTRACT
45. Montague incorporates by reference all preceding paragraphs as if fully set forth
herein.
46. A valid and enforceable contract exists between Montague and Cyberlux in the
form of the 2023 Consulting Agreement, which was duly executed by authorized representatives
of both parties on or about January 1, 2023, and supplemented via the Memorandum dated
January 5, 2023.
4 7. Montague has fully performed all conditions, covenants, and obligations required
under the 2023 Consulting Agreement, including but not limited to: (a) providing strategic
business development services; (b) identifying and developing acquisition opportunities; ( c)
assisting with the identification of business development opportunities involving Cyberlux's
portfolio of products and services; ( d) sourcing and negotiating commercial contracts, including
the $79 million HII contract; and (e) facilitating Cyberlux's transformation into a defense
contractor.
48. Cyberlux has materially breached the 2023 Consulting Agreement in multiple
respects, including: (a) failing to pay the 5% commission due on approximately $38.7 million
received under the Ukraine drone contract during 2023, totaling $1,935,000; (b) failing to pay
the 2% commission on other Commissionable Contracts; ( c) failing to pay monthly consulting
fees from January 2025 through June 2025, totaling $125,000; (d) failing to provide monthly
statements of payments received under Commissionable Contracts as required by Section 3.3(a);
and (e) failing to pay interest and penalties on underpaid amounts as required by Sections 3.3(c)
and 3.5.
49. As a direct and proximate result of Cyberlux's breaches, Montague has suffered
actual damages in the amount of at least $2,253,500 consisting of: (a) $1,935,000 in unpaid
14
otherattribution
Cyberlux promises section3.1 prior new-debt notice and, on timely election, the stated note/security mechanism. No election/performance is s
Cyberlux promises section3.1 prior new-debt notice and, on timely election, the stated note/security mechanism. No election/performance is shown.
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1.4 Cyberlux shall provide Consultant with access to its premises, materials,
information and systems to the extent reasonably necessary for the performance of the
Services. Unless otherwise specified in Schedule 1, Consultant shall furnish, at Consultant's
own expense, the materials, equipment ( e.g. computer, cell phone), and other resources
necessary to perform the Services.
1.5 Consultant shall comply in all reasonable respects with all third-party access
rules and procedures communicated to Consultant in writing by Cyberlux, including those
related to safety, security, and confidentiality.
2. TERM. Other than as expressly set forth herein in respect of provisions of this
Agreement which relate to services provided under the Existing Agreement, the term of this
Agreement shall commence as of the date set forth above and shall continue for a period of three
years or until earlier terminated by either party hereto upon no less than fifteen ( 15) days' prior
written notice in accordance with Section 10 (the "Term"). Any extension of the Term will be
subject to mutual written agreement between Consultant and Cyberlux.
3. FEES AND EXPENSES.
3.1 The Parties agree and acknowledge that $250,000.00 of fees remain
outstanding and payable by Cyberlux to Consultant under the Existing Agreement. The
Parties agree and acknowledge that $125,000.00 of such amount has been due and owing in
excess of one year, and therefore, in accordance with the terms of the Existing Agreement,
Consultant has a right, at any time, to require a promissory note be made by Cyberlux
payable to Consultant, on, and subject to the terms contemplated by the Existing Agreement.
In accordance with the terms of the Existing Agreement, Consultant may require that
Cyberlux make a promissory note for the remaining $125,000.00 outstanding under the
Existing Agreement upon the terms contemplated thereby from December 31, 2023.
Cyberlux shall inform Consultant no less than 10 business days prior to entering into any
indebtedness which would by its terms be superior in right of payment to, or ranked pari
passu with the promissory notes that Consultant may require be issued pursuant to this
Section 3 .1. If, within five business days of such notice, Consultant elects to require
Cyberlux to issue a promissory note under this Section 3.1, (a) Cyberlux shall issue such
promissory note(s) to Consultant prior to entering into the indebtedness as to which
Cyberlux is required to provide notice hereunder, and (b) Cyberlux shall cause to be filed in
favor of Consultant a UCC Financing Statement in respect of its obligations to Consultant.
For the avoidance of doubt, attached hereto as Exhibit A, is the form of promissory note
Cyberlux agrees to issue and make in the above amounts upon demand therefor by
Consultant. In furtherance of the recognition of the aggregate amount overdue and owning
under the Existing Agreement, Cyberlux agrees to execute an Affidavit of Confession of
Judgement substantially in the form attached hereto as Exhibit B and cause to be filed a
UCC Financing Statement in respect of the obligations evidenced by such promissory note.
3 .2 As base compensation for the Services and the rights granted to Cyberlux in
this Agreement, Cyberlux shall pay Consultant a fixed fee of $250,000.00 (the "Fees") per
annum, payable in equal monthly installments on the first business day of each month,
commencing January 3, 2023. Consultant acknowledges that Consultant will receive an IRS
2
otherattribution
Cyberlux promises monthly commission statements/payment and qualified audit access under section3.3. No actual performance established.
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Form 1099-NEC from Cyberlux, and that Consultant shall be solely responsible for all
federal, state, and local taxes, as set out in Section 4.2.
3.3
(a) In addition to the Fees, Consultant shall be entitled to receive two
percent (2%), with the exception of any Ukraine-related commercial contracts for
which the Consultant shall be entited to five percent ( 5% ),of the gross amounts
payable to Cyberlux (the "Commission") under commercial contracts sourced by
Consultant, including, without limitation, the proceeds of joint ventures, licenses and
software as service agreements ( collectively, the "Commissionable Contracts").
Commissionable Contracts, including designated lines of business, work orders, and
similar in effect on the date hereof are listed on Schedule 2 hereto. From time to time,
Consultant shall provide Cyberlux with names of persons ( entities or natural persons)
with whom Consultant reasonably believes Cyberlux could enter into a commercially
beneficial contract and/or work orders sourced by or through Consultant. Unless
otherwise directed by Cyberlux, Consultant shall pursue a commercial relationship
with such persons for the benefit of Cyberlux. If and when Cyberlux enters into a
commercial relationship with any such person, such commercial relationship, together
with all related work orders, shall be deemed a Commissionable Contract hereunder.
During the term hereof, and for two years after the termination of the provision of
Services under this Agreement, Cyberlux will, within the first five ( 5) business days of
each month provide Consultant with a statement of all payments made under
Commissionable Contracts in the prior month, together with payment of the
Commission in respect thereof. Consultant shall have the absolute right to sub-contract
the establishment of commercial relationships, and the sourcing of work orders to be
covered by this Section 3 .3. and Consultant may split any Commission payable
pursuant to this Section 3 .3 with any one or more such persons. At the reasonable
request of the Consultant, Cyberlux shall seek to make payments of such split
Commissions directly to such persons, as may be requested from time to time by
Consultant.
(b) Cyberlux agrees and acknowledges that Consultant or an affiliate of
Consultant may have a pre-existing relationship with one or more parties with whom
Cyberlux enters into a Commissionable Contract, including without limitation an
ownership interest in a counterparty to Cyberlux.Such pre-existing relationship may
cause a conflict of interest between Consultant and Cyberlux in respect of any
Commissionable Contract. In addition, Cyberlux may be required to disclose such a
Commissionable Contract as a "related party transaction," and may have internal
procedures in respect of "related party transactions." Commissions (and Fees and
expenses (pursuant to Section 3.4)) shall be payable hereunder despite any interest
Consultant may have in Cyberlux's counterparty to any such Commissionable
Contract.
(c) For so long as Commissions are payable pursuant to this Section 3.3
and for a period of two years thereafter, Consultant shall have access to the books and
records of Cyberlux in respect of all Commissionable Contracts in order to review and
3
otherattribution
Consultant promises qualified confidentiality, loss/disclosure notice and permitted-disclosure safeguards.
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5.3 Consultant shall make full and prompt written disclosure to Cyberlux of any
inventions or processes, as such terms are defined in 35 U.S.C. § 100, that constitute Work
Product, whether or not such inventions or processes are patentable or protected as trade
secrets.
5.4 Upon the reasonable request of Cyberlux, during and after the Term,
Consultant shall, at the expense of Cyberlux, promptly take such further actions, including
execution and delivery of all appropriate instruments of conveyance, and provide such
further cooperation, as may be reasonably necessary to assist Cyberlux to apply for,
prosecute, register, maintain, perfect, record, or enforce its rights in any Work Product and
all intellectual property rights therein.
5.5 Notwithstanding Section 5.1, to the extent that any of Consultant's pre-existing
materials are incorporated in or combined with any deliverable hereunder, Consultant
hereby grants to Cyberlux an irrevocable, worldwide, perpetual, royalty-free, non-exclusive
license to use, publish, reproduce, perform, display, distribute, modify, prepare derivative
works based upon, make, have made, sell, offer to sell, import, and otherwise exploit such
preexisting materials and derivative works thereof.
5.6 As between Consultant and Cyberlux, Cyberlux is, and will remain, the sole
and exclusive owner of all right, title, and interest in and to any documents, specifications,
data, know-how, methodologies, software, and other materials provided to Consultant by
Cyberlux ("Company Materials"), and all intellectual property rights therein. Consultant
has no right or license to reproduce or use any Company Materials except solely during the
Term to the extent reasonably necessary to perform Consultant's obligations under this
Agreement. All other rights in and to Company Materials are expressly reserved by
Cyberlux. Consultant have no right or license to use Cyberlux' s trademarks, service marks,
trade names, logos, symbols, or brand names, other than in connection with the provision of
Services hereunder, including the marketing of Cyberlux's products or services in respect of
Commissionable Contracts or work orders. Notwithstanding any other provision hereof,
Consultant may sub-license such limited use of Cyberlux's trademarks, service marks, trade
names, logos, symbols, and brand names, on a royalty free, non-sublicensable basis to its
permitted sub-contractors.
6. CONFIDENTIALITY.
6.1 Consultant acknowledges that Consultant will have, and has had pursuant to
the Existing Agreement, access to information that is treated as confidential and proprietary
by Cyberlux including without limitation, trade secrets, technology, and information
pertaining to business operations and strategies, of Cyberlux and its affiliates, in each case
whether spoken, written, printed, electronic, or in any other form or medium ( collectively,
the "Confidential Information"). Any Confidential Information that Consultant access or
develop in connection with the Services, including but not limited to any Work Product,
shall be subject to the terms and conditions of this clause. Consultant agree to treat all
Confidential Information as confidential, not to disclose Confidential Information or permit
6
otherattribution
Cyberlux promises defence/indemnification and advancement as stated in section8, preserving the beneficiary/cross-reference drafting uncerta
Cyberlux promises defence/indemnification and advancement as stated in section8, preserving the beneficiary/cross-reference drafting uncertainty.
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( d) the execution of this Agreement by its representative whose signature is
set forth at the end of this Agreement has been duly authorized by all necessary
corporate action.
8. INDEMNIFICATION AND ADVANCEMENT.
8.1 Cyberlux shall defend, indemnify, and hold harmless Consultant and its
affiliates and their officers, directors, employees, agents, successors, and assigns
( collectively, "Consultant Indemnitees") from and against all losses, damages, liabilities,
deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of
whatever kind (including reasonable attorneys' fees, collectively "Costs" ) to the greatest
extent permitted by the laws of the State of Nevada arising out of or resulting from:
(a) bodily injury, death of any person, damage to real or tangible personal
property, or any other cost imposed on any Consultant Indemnitee resulting directly or
indirectly in whole or in part from Cyberlux's actual or alleged acts or omissions; or
(b) breach of any representation, warranty, or obligation under this
Agreement or the Existing Agreement; or
(c) any action brought against, or inquiry made of, Cyberlux (whether in
connection with the Existing Agreement, this Agreement or otherwise) or Consultant
(in connection with the Existing Agreement, this Agreement or otherwise relating to
any Consultant Indemnitee's services to or relationship with Cyberlux), whether or not
any Consultant Indemnitee, is named ( as a co-defendant or otherwise), or is required
to provide testimony.
For the avoidance of doubt, the indemnification provided pursuant to this Section 8.1 shall
relate to any and all matters whether know or unknown to either Party on the date hereof,
whether choate or inchoate, whether threatened or not on the date hereof, and whether
arising prior to, on, or after the date hereof.
8.2 In connection with indemnification pursuant to Section 8.1, Cyberlux
Indemnitees will be entitled to retain counsel of their own choosing ( and separate counsel
for each Cyberlux Indemnitee to the extent such Cyberlux Indemnitees may have separate
defenses or actual or potential conflicts of interests such that they cannot reasonably be
expected to be represented by a single firm or counsel). In connection with its
indemnification obligations under Section 8.3, Cyberlux will advance all expenses to the
greatest extent permitted by the laws of the State of Nevada. In furtherance thereof, at any
time that indemnification may be sought under Section 8.1 or the coverage of Costs under
this Section 8.2, in addition to the reimbursement of Costs, as incurred (within five business
days of invoice therefor), including, without limitation, the advance payment of any retainer
amount reasonably requested by counsel to Consultant Indemnitees (or any of them),
Cyberlux shall deposit with counsel to Consultant Idemnitee, to hold in escrow, an amount
reasonably anticipated by such counsel to reflect the aggregate amount of Costs in
connection with such indemnifiable matter. In addition, each Cyberlux Indemnitee shall be
9
otherattribution
Consultant promises qualified return, erasure and certification while retaining permitted backups and litigation/arbitration/government-proc
Consultant promises qualified return, erasure and certification while retaining permitted backups and litigation/arbitration/government-process materials.
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11
termination pursuant to the first sentence of this Section 10.1 and (ii) through the third
(3d) anniversary of the Effective Date.
10.2 Either Party may terminate this Agreement, effective immediately upon written
notice to the other P arty, if the other Party m aterially breaches this Agreement, and such
breach is incapable of cure, or with respect to a material breach capable of cure, the other
party does not cure such breach within ten (10) days after receipt of written notice of such
breach. If Cyberlux is the breaching party, then Cyberlux shall be obliged to pay the
amounts set forth in Section 10.1 above, and such other damages as may be applica ble in
connection with such breach. If Consultant is the breaching party, Cyberlux shall be obliged
to pay the amounts set forth in Section 10.1(b) and (c) above. If the Parties do not agree as to
the existence or materiality of a breach or who breached the Agreement, or if there is a
sequence of alleged breaches cannot agree as to the appropriate payments to Consultant in
respect thereof, the existence of any such bre ach, and the payment obligations under this
Section 10.2, shall be determined by a court of competent jurisdiction pursuant to Section
13.
10.3 Upon expiration or termination of this Agreement for any reason, or at any
other time upon Cyberlux’s written request, Consultant shall promptly, and in any event
within five (5) business days after such expiration, termination or request:
(a) deliver to Cyberlux a ll deliverables (whether complete or incomplete)
and all materials, equipment, and other property provided for Consultant’s use by
Cyberlux;
(b) deliver to Cyberlux all tangible documents and other media, including
any; copi es, containing, reflecting, incorporating, or based on the Confidenti al
Information; provided that any copies, containing, reflecting, incorporating, or based
on the Confidential Information included in Consultant’s back-up systems may remain
in such systems;
(c) permanently erase all of the Confidential Information from
Consultant’s computer systems; provided that any materials reasonably anticipated to
be required in connection with litigation regarding a breach of this Agreement or other
litigation, arbitration, or government process may be maintained for such purposes,
and any copies, containing, reflecting, incorporating, or based on the Confidential
Information included in Consultant’s back-up systems may remain in such systems ;
and
(d) certify in writing to Cyberlux that Consultant have complied with the
requirements of this clause.
10.4 The terms and conditions of this Section, Section 3.3, Section 4, Section 5,
Section 6, Section 7, Section 8, Section 10.1, Section 10.2, Section 10.3, Section 11, Section
12, Section 13, and Section 14 shall survive the expiration or termination of this Agreement.
entityobservation
MONTAGUE CAPITAL PARTNERS, LLC
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STATE OF NORTH CAROLINA
DURHAM COUNTY
MONTAGUE CAPITAL PARTNERS, LLC,
Plaintiff,
vs.
CYBERLUX CORPORATION
Defendant.
IN THE GENERAL COURT OF JUSTICE
SUPERIOR COURT DIVISION
NO. 25CV006375-310 -------
VERIFIED COMPLAINT
JURY TRIAL DEMANDED
Plaintiff Montague Capital Partners, LLC ("Montague" or "Plaintiff') hereby brings this
action against Defendant Cyberlux Corporation ("Cyberlux" or "Defendant") for breach of
contract and related claims arising from Cyberlux's failure to pay millions of dollars in
contractually owed consulting fees and commissions.
INTRODUCTION
1. This action arises from Cyberlux's willful refusal to honor its contractual
obligations to the strategic consultant that transformed it from a struggling small-cap lighting
company into a legitimate defense contractor with tens of millions of dollars in government
contracts.
2. Despite Montague's instrumental role in sourcing and securing the largest
contract in Cyberlux's history-a $79 million agreement to supply drones to Ukraine's Ministry
1
Electronically Filed Date: 6/23/2025 3: 18 PM Durham Superior Court County Clerk of Superior Court
JG
[Visual filing metadata: 25CV006375-310; Electronically Filed Date:6/23/2025 3:18PM Durham Superior Court County Clerk of Superior Court; JG.]
entityobservation
CYBERLUX CORPORATION
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STATE OF NORTH CAROLINA
DURHAM COUNTY
MONTAGUE CAPITAL PARTNERS, LLC,
Plaintiff,
vs.
CYBERLUX CORPORATION
Defendant.
IN THE GENERAL COURT OF JUSTICE
SUPERIOR COURT DIVISION
NO. 25CV006375-310 -------
VERIFIED COMPLAINT
JURY TRIAL DEMANDED
Plaintiff Montague Capital Partners, LLC ("Montague" or "Plaintiff') hereby brings this
action against Defendant Cyberlux Corporation ("Cyberlux" or "Defendant") for breach of
contract and related claims arising from Cyberlux's failure to pay millions of dollars in
contractually owed consulting fees and commissions.
INTRODUCTION
1. This action arises from Cyberlux's willful refusal to honor its contractual
obligations to the strategic consultant that transformed it from a struggling small-cap lighting
company into a legitimate defense contractor with tens of millions of dollars in government
contracts.
2. Despite Montague's instrumental role in sourcing and securing the largest
contract in Cyberlux's history-a $79 million agreement to supply drones to Ukraine's Ministry
1
Electronically Filed Date: 6/23/2025 3: 18 PM Durham Superior Court County Clerk of Superior Court
JG
[Visual filing metadata: 25CV006375-310; Electronically Filed Date:6/23/2025 3:18PM Durham Superior Court County Clerk of Superior Court; JG.]
entityobservation
Denis Kalenja
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VENUE
8. Venue is proper in this County pursuant to N.C. Gen. Stat.§ 1-82, as Cyberlux's
corporate headquarters and principal place of business is in Durham County. Further, the
express forum selection clause contained in the parties' January 1, 2023 Consulting Agreement
allows suits in any North Carolina court venue.
FACTUAL BACKGROUND
Montague's Work on Behalf of Cyberlux
9. Montague and Cyberlux have maintained a close working relationship since 2019,
formalized in the original January 1, 2019 Consulting Agreement (attached as Exhibit A) and
subsequently amended and restated via the January 1, 2023 Consulting Agreement ( attached as
Exhibit B) and January 5, 2023 Memorandum (attached as Exhibit C) (collectively, the "2023
Consulting Agreement").
10. Montague, and its Managing Partner, Denis Kalenja, was the driving force behind
Cyberlux's most important acquisitions and was responsible for sourcing and negotiating the
commercial agreements that account for the overwhelming majority of Cyberlux's revenues to
date.
11. Highlights of Montague's work on behalf of Cyberlux include:
• Formulating and leading Cyberlux's transition from a small company
focused on lighting systems to legitimate defense subcontractor;
• Guiding Cyberlux's acquisition of the (then-distressed) high-speed
drone manufacturer Catalyst Machineworks ("Catalyst") and advising
on Catalyst's transformation from drone-enthusiast company to the
military/law-enforcement drone manufacturing arm of Cyberlux;
• Leading, negotiating and closing on Cyberlux' s acquisition of Datron
World Communications, Inc. ("Datron") and subsequently integrating
3
entityobservation
K. Alan Parry
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20
JURY DEMAND Plaintiff respectfully requests a trial by jury on all issues raised by this Complaint which are triable by right of a jury. DATED: June 23, 2025 Respectfully Submitted, /s/ K. Alan Parry K. Alan Parry North Carolina State Bar No. 31343 Deanna Anderson North Carolina State Bar No. 22449 Parry Law, PLLC 100 Europa Drive, Suite 351 Chapel Hill, NC 27517 Telephone: (919) 913-3320 kap@parrylaw.com dda@parryfirm.com Jason M. Zoladz (pro hac vice application pending) New York State Bar No. 4250593 California State Bar No. 237921 P.O. Box 26954 Los Angeles, CA 90026 Tel: (917) 698-9995 jason@zoladzlaw.com Counsel for Plaintiff Montague Capital Partners, LLC
entityobservation
Deanna Anderson
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20
JURY DEMAND Plaintiff respectfully requests a trial by jury on all issues raised by this Complaint which are triable by right of a jury. DATED: June 23, 2025 Respectfully Submitted, /s/ K. Alan Parry K. Alan Parry North Carolina State Bar No. 31343 Deanna Anderson North Carolina State Bar No. 22449 Parry Law, PLLC 100 Europa Drive, Suite 351 Chapel Hill, NC 27517 Telephone: (919) 913-3320 kap@parrylaw.com dda@parryfirm.com Jason M. Zoladz (pro hac vice application pending) New York State Bar No. 4250593 California State Bar No. 237921 P.O. Box 26954 Los Angeles, CA 90026 Tel: (917) 698-9995 jason@zoladzlaw.com Counsel for Plaintiff Montague Capital Partners, LLC
entityobservation
Jason M. Zoladz
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20
JURY DEMAND Plaintiff respectfully requests a trial by jury on all issues raised by this Complaint which are triable by right of a jury. DATED: June 23, 2025 Respectfully Submitted, /s/ K. Alan Parry K. Alan Parry North Carolina State Bar No. 31343 Deanna Anderson North Carolina State Bar No. 22449 Parry Law, PLLC 100 Europa Drive, Suite 351 Chapel Hill, NC 27517 Telephone: (919) 913-3320 kap@parrylaw.com dda@parryfirm.com Jason M. Zoladz (pro hac vice application pending) New York State Bar No. 4250593 California State Bar No. 237921 P.O. Box 26954 Los Angeles, CA 90026 Tel: (917) 698-9995 jason@zoladzlaw.com Counsel for Plaintiff Montague Capital Partners, LLC
entityobservation
Mark Schmidt
Read the anchor · page 48
MEMORANDUM
From: Mark Schmidt
To: Denis Kalenja
Re: Other Services under the Consulting Agreement
Reference is made to that certain Amened and Restated Consulting Agreement effective as of January 1,
2023 by and between Cyberlux Corporation and Montague Capital Partners LLC (the “Agreement”).
Words used with initial capitalization in this Memorandum shall have the respective meanings assigned
thereto in the Agreement.
The Agreement provides in Schedule 1, that the Consultant may perform other services as may be
reasonably requested by Cyberlux. Cyberlux previously requested that the Consultant perform the
following additional Services, and Consultant consented thereto on the terms set forth below. The
Parties are hereby entering this memorandum to memorialize such agreement.
• Due diligence and negotiations in respect of the acquisition by Cyberlux of Datron World
Communications, Inc. (“Datron”). $600,000 flat fee in respect thereof.
The Parties also desire to acknowledge that the acquisition by Cyberlux of Datron expands the product
offerings available to Cyberlux, and acknowledge and agree that Datron products shall be subject to the
same commission schedule as existing Cyberlux products under the Agreement.
The Agreement cited in Schedule 2, that certain Order no. 220/9169 dated September 21, 2022 for
1,000 tactical drones type FlightEye KOA031831. The Parties desire to memorialize that such order was
subsequently increased to 2,000 units, as to which 5% commission is payable pursuant to the
Agreement.
The Parties have signed this Memorandum intending its terms to be (and have been effective) from
January 5, 2023.
____
_____________________________
Mark Schmidt
_______________________
Date
____
_____________________________ _______________________
Denis Kalenja Date
01.05.2023
01.05.2023
DocuSign Envelope ID: 0D270CFF-7AEE-4836-923A-7FB1FFB74AC9
[Visual signature review: DocuSigned signatures in Mark Schmidt and Denis Kalenja blocks; each displayed date is 01.05.2023. Envelope ID is 0D270CFF-7AEE-4836-923A-7FB1FFB74AC9. This visual review does not establish an independent signing timestamp.]
entityobservation
Datron World Communications, Inc.
Read the anchor · page 48
MEMORANDUM
From: Mark Schmidt
To: Denis Kalenja
Re: Other Services under the Consulting Agreement
Reference is made to that certain Amened and Restated Consulting Agreement effective as of January 1,
2023 by and between Cyberlux Corporation and Montague Capital Partners LLC (the “Agreement”).
Words used with initial capitalization in this Memorandum shall have the respective meanings assigned
thereto in the Agreement.
The Agreement provides in Schedule 1, that the Consultant may perform other services as may be
reasonably requested by Cyberlux. Cyberlux previously requested that the Consultant perform the
following additional Services, and Consultant consented thereto on the terms set forth below. The
Parties are hereby entering this memorandum to memorialize such agreement.
• Due diligence and negotiations in respect of the acquisition by Cyberlux of Datron World
Communications, Inc. (“Datron”). $600,000 flat fee in respect thereof.
The Parties also desire to acknowledge that the acquisition by Cyberlux of Datron expands the product
offerings available to Cyberlux, and acknowledge and agree that Datron products shall be subject to the
same commission schedule as existing Cyberlux products under the Agreement.
The Agreement cited in Schedule 2, that certain Order no. 220/9169 dated September 21, 2022 for
1,000 tactical drones type FlightEye KOA031831. The Parties desire to memorialize that such order was
subsequently increased to 2,000 units, as to which 5% commission is payable pursuant to the
Agreement.
The Parties have signed this Memorandum intending its terms to be (and have been effective) from
January 5, 2023.
____
_____________________________
Mark Schmidt
_______________________
Date
____
_____________________________ _______________________
Denis Kalenja Date
01.05.2023
01.05.2023
DocuSign Envelope ID: 0D270CFF-7AEE-4836-923A-7FB1FFB74AC9
[Visual signature review: DocuSigned signatures in Mark Schmidt and Denis Kalenja blocks; each displayed date is 01.05.2023. Envelope ID is 0D270CFF-7AEE-4836-923A-7FB1FFB74AC9. This visual review does not establish an independent signing timestamp.]
entityobservation
Micheala Keisha Grant
Read the anchor · page 21
VERIFICATION
I, Denis Kalenja, Managing Partner of Montague Capital Partners, LLC affirm, under the penalty of perjury, that the foregoing representations in this Verified Complaint are true to my own knowledge, except as to matters stated upon information and belief, and facts referenced in publicly available documents, and as to those matters, I believe them to be true.
By: [signature visible]
Newport News County
STATE OF Virginia
Sworn and subscribed to me on this, the 23rd day of June, 2025.
[Signature: Micheala Keisha Grant]
Notary Public
My commission expires: 08/31/2027
[Seal: Commonwealth of Virginia Electronic Notary Public; Micheala Keisha Grant; REGISTRATION NUMBER 8070793; COMMISSION EXPIRES August 31, 2027.]
Newport News Virigina [source spelling]
Electronic Notary Public
Notarized remotely online using communication technology via Proof.
21
eventattribution
Durham complaint dated/filed and Kalenja verification executed.
Read the anchor · page 1
STATE OF NORTH CAROLINA
DURHAM COUNTY
MONTAGUE CAPITAL PARTNERS, LLC,
Plaintiff,
vs.
CYBERLUX CORPORATION
Defendant.
IN THE GENERAL COURT OF JUSTICE
SUPERIOR COURT DIVISION
NO. 25CV006375-310 -------
VERIFIED COMPLAINT
JURY TRIAL DEMANDED
Plaintiff Montague Capital Partners, LLC ("Montague" or "Plaintiff') hereby brings this
action against Defendant Cyberlux Corporation ("Cyberlux" or "Defendant") for breach of
contract and related claims arising from Cyberlux's failure to pay millions of dollars in
contractually owed consulting fees and commissions.
INTRODUCTION
1. This action arises from Cyberlux's willful refusal to honor its contractual
obligations to the strategic consultant that transformed it from a struggling small-cap lighting
company into a legitimate defense contractor with tens of millions of dollars in government
contracts.
2. Despite Montague's instrumental role in sourcing and securing the largest
contract in Cyberlux's history-a $79 million agreement to supply drones to Ukraine's Ministry
1
Electronically Filed Date: 6/23/2025 3: 18 PM Durham Superior Court County Clerk of Superior Court
JG
[Visual filing metadata: 25CV006375-310; Electronically Filed Date:6/23/2025 3:18PM Durham Superior Court County Clerk of Superior Court; JG.]
eventattribution
Earlier consulting agreement effective date, not independently verified signing time.
Read the anchor · page 23
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (Agreement) is made and entered into effective
as of the 1st day of January 2019, between Cyberlux Corporation, a corporation formed under
the laws of the State of Nevada, and Montague Capital Partners LLC, a limited liability
company formed under the laws of the State of North Carolina (Consultant).
WITNESSETH:
WHEREAS, Cyberlux desires to retain Consultant to provide the services specified in
Schedule 1 hereto (collectively, the "Services"); and
WHEREAS, Consultant is willing to provide Cyberlux with the Services on the terms,
and subject to the conditions, set forth herein.
NOW, THEREFORE, Cyberlux and Consultant, each intending to be legally bound,
hereby mutually covenant and agree as follows:
ARTICLE I
Definitions
The following terms used in this Agreement shall have the meanings set forth below.
1.1 "Accrued Obligations" shall mean, as of any date, the aggregate Consulting Fees
payable to Consultant hereunder for the Services provided by Consultant as of such date to the extent
accrued but not previously paid.
1.2 "Affiliate" means, with respect to any Person, any other Person, who directly or
indirectly Controls, is Controlled by, or is under common Control with, that Person.
1.3
"Confidential Material" shall have the meaning set forth in Section 4.1.
1.4 "Consulting Fee" shall mean the annual fee set forth in Section 3.1 hereto.
1.5 "Control" (including, with correlative meanings, the terms "controlling," "controlled by," and "under common control with"), as used with respect to any Person, shall mean the possession,
directly or indirectly, of the power to direct or cause the direction of the management or policies of
such Person, whether through the ownership of voting securities or by contract or otherwise.
1.6 "Person" shall mean an individual, corporation, partnership, joint venture, association,
joint-stock company, trust, unincorporated organization, other entity or governmental or other agency
or political subdivision thereof.
MDS
eventattribution
Amended/restated agreement effective date.
Read the anchor · page 32
AMENDED AND RESTATED
CONSUL TING AGREEMENT
This Amended and Restated Consulting Agreement (this "Agreement") is made and entered into
effective as of the first day of January, 2023 (the "Effective Date"), between Cyberlux
Corporation, a corporation formed under the laws of the State of Nevada (the "Company")
with an address at 800 Park Offices Drive, Suite 3209, Research Triangle Park, NC 27709, and
Montague Capital Partners LLC, a limited liability company formed under the laws of the
State of North Carolina ("Consultant", and together with the Company, the "Parties", and
individually, a "Party") with an address at 101 Glen Lennox Dr., Suite 300, Chapel Hill,
NC 27517.
WITNESSETH
WHEREAS, the Parties entered into that certain Consulting Agreement effective as
of January 1, 2019 (the "Existing Agreement") pursuant to which Cyberlux retained
Consultant to provide the services specified in Schedule 1 thereto, and Consultant
performed such services;
WHEREAS, the Parties desire to continue the provision and receipt of services
pursuant to amended and restated terms and conditions, and therefore desire to amend
and restate the Existing Agreement in its entirety;
NOW, THEREFORE, the Parties, for good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, and each intending to be legally bound,
hereby mutually covenant and agree as follows:
1. SERVICES.
1.1 Cyberlux hereby engages Consultant, and Consultant hereby accept such
engagement, as an independent contractor to provide certain services to Cyberlux on the
terms and conditions set forth in this Agreement.
1.2 Consultant shall provide to Cyberlux the services set forth in Schedule 1 (the
"Services") in a workmanlike and professional manner, and in good faith as Consultant
reasonably believes to be in the best interests of Cyberlux. The Parties agree that Consultant
shall take instructions as to the scope of Services as may be agreed between Denis Kalenja
and Mark Schmidt or such other person(s) as may be specified by Cyberlux from time to
time.
1.3 Cyberlux does not and shall not control or direct the manner or means by
which Consultant or Consultant's officers, employees or contractors perform the Services,
including but not limited to the time or place Consultant performs the Services.
eventattribution
Memorandum intended effective date; displayed signatures also date01.05.2023, no separate signing audit supplied.
Read the anchor · page 48
MEMORANDUM
From: Mark Schmidt
To: Denis Kalenja
Re: Other Services under the Consulting Agreement
Reference is made to that certain Amened and Restated Consulting Agreement effective as of January 1,
2023 by and between Cyberlux Corporation and Montague Capital Partners LLC (the “Agreement”).
Words used with initial capitalization in this Memorandum shall have the respective meanings assigned
thereto in the Agreement.
The Agreement provides in Schedule 1, that the Consultant may perform other services as may be
reasonably requested by Cyberlux. Cyberlux previously requested that the Consultant perform the
following additional Services, and Consultant consented thereto on the terms set forth below. The
Parties are hereby entering this memorandum to memorialize such agreement.
• Due diligence and negotiations in respect of the acquisition by Cyberlux of Datron World
Communications, Inc. (“Datron”). $600,000 flat fee in respect thereof.
The Parties also desire to acknowledge that the acquisition by Cyberlux of Datron expands the product
offerings available to Cyberlux, and acknowledge and agree that Datron products shall be subject to the
same commission schedule as existing Cyberlux products under the Agreement.
The Agreement cited in Schedule 2, that certain Order no. 220/9169 dated September 21, 2022 for
1,000 tactical drones type FlightEye KOA031831. The Parties desire to memorialize that such order was
subsequently increased to 2,000 units, as to which 5% commission is payable pursuant to the
Agreement.
The Parties have signed this Memorandum intending its terms to be (and have been effective) from
January 5, 2023.
____
_____________________________
Mark Schmidt
_______________________
Date
____
_____________________________ _______________________
Denis Kalenja Date
01.05.2023
01.05.2023
DocuSign Envelope ID: 0D270CFF-7AEE-4836-923A-7FB1FFB74AC9
[Visual signature review: DocuSigned signatures in Mark Schmidt and Denis Kalenja blocks; each displayed date is 01.05.2023. Envelope ID is 0D270CFF-7AEE-4836-923A-7FB1FFB74AC9. This visual review does not establish an independent signing timestamp.]
inferenceinference
This file contains two evidentiary levels: Montague’s pleaded account and reproduced signed instruments. Contract text supports what was agr
This file contains two evidentiary levels: Montague’s pleaded account and reproduced signed instruments. Contract text supports what was agreed on its face; it does not independently establish performance, loss, fraud, lien priority or an allowed claim.
inferenceinference
The quantum-meruit revenue description and the mixed total use different denominators. Five percent of the displayed $38.7 million plus $25,
The quantum-meruit revenue description and the mixed total use different denominators. Five percent of the displayed $38.7 million plus $25,795,303.38 is $3,224,765.17; the $318,500 difference to $3,543,265.17 equals the displayed fee and premium. The review preserves the pleading’s figure and asks for the valuation bridge rather than treating the total as pure commission.
inferenceinference
The security provision requires further steps: notice, election, note/security documentation and priority/perfection evidence. It cannot tur
The security provision requires further steps: notice, election, note/security documentation and priority/perfection evidence. It cannot turn the reproduced agreement alone into an established secured claim.
inferenceinference
The contract’s retention and protected-reporting exceptions materially qualify any later shorthand claim that Montague had to erase every re
The contract’s retention and protected-reporting exceptions materially qualify any later shorthand claim that Montague had to erase every record or could never disclose information. Whether particular retained/reported material qualifies needs the relevant facts.
inferenceinference
The 2019 fee, conversion and conditional work ownership provisions must be kept separate from the 2023 restatement. Applying the earlier $0.
The 2019 fee, conversion and conditional work ownership provisions must be kept separate from the 2023 restatement. Applying the earlier $0.0002 conversion price or payment condition across all later work would exceed these instruments.
otherattribution
Complete supplied 48-page source reviewed at SHA-256 785330c3d5ac6f048c501d9371ca68d279ba7f524d0571ec88c5e075676910fb. Source assertions, or
Complete supplied 48-page source reviewed at SHA-256 785330c3d5ac6f048c501d9371ca68d279ba7f524d0571ec88c5e075676910fb. Source assertions, original visual features, filing/communication context and identified missing attachments are retained. No unexamined later court outcome is inferred.
Read the anchor · page 1
STATE OF NORTH CAROLINA
DURHAM COUNTY
MONTAGUE CAPITAL PARTNERS, LLC,
Plaintiff,
vs.
CYBERLUX CORPORATION
Defendant.
IN THE GENERAL COURT OF JUSTICE
SUPERIOR COURT DIVISION
NO. 25CV006375-310 -------
VERIFIED COMPLAINT
JURY TRIAL DEMANDED
Plaintiff Montague Capital Partners, LLC ("Montague" or "Plaintiff') hereby brings this
action against Defendant Cyberlux Corporation ("Cyberlux" or "Defendant") for breach of
contract and related claims arising from Cyberlux's failure to pay millions of dollars in
contractually owed consulting fees and commissions.
INTRODUCTION
1. This action arises from Cyberlux's willful refusal to honor its contractual
obligations to the strategic consultant that transformed it from a struggling small-cap lighting
company into a legitimate defense contractor with tens of millions of dollars in government
contracts.
2. Despite Montague's instrumental role in sourcing and securing the largest
contract in Cyberlux's history-a $79 million agreement to supply drones to Ukraine's Ministry
1
Electronically Filed Date: 6/23/2025 3: 18 PM Durham Superior Court County Clerk of Superior Court
JG
[Visual filing metadata: 25CV006375-310; Electronically Filed Date:6/23/2025 3:18PM Durham Superior Court County Clerk of Superior Court; JG.]
questionquestion
What receipt/payment ledger, complete demand delivery records, audit material and later court disposition establish the claimed breach, quan
What receipt/payment ledger, complete demand delivery records, audit material and later court disposition establish the claimed breach, quantum and recoverability?
questionquestion
What election, note, signed security instrument and filing/priority evidence, if any, exercised section 3.1’s contingent security mechanism?
questionquestion
How should the indemnity beneficiary switches and references to absent sections 8.3/8.4 be interpreted, and are there executed corrections o
How should the indemnity beneficiary switches and references to absent sections 8.3/8.4 be interpreted, and are there executed corrections or a judicial construction?
questionquestion
What explains describing a total including $318,500 fees/premium as approximately 5 percent of revenues in the alternative valuation claim?
questionquestion
What original bank, creditor and court records independently substantiate the nested dissipation allegations and claimed collection risk?
questionquestion
What execution audit history, order revisions, delivery/payment records and separate $600,000 fee ledger substantiate the January memorandum
What execution audit history, order revisions, delivery/payment records and separate $600,000 fee ledger substantiate the January memorandum’s effective-date and commercial-performance implications?
allegation
CONNECT
Reviewed relationships
The canvas follows the database: source to DISTIL record, DISTIL record to knowledge object, then reviewed relationship. Position alone means nothing.
Montague alleges $250,000 annual base compensation, 2 percent general and 5 percent Ukraine commissions, unpaid 5 percent on approximately $38.7 million received in 2023, missing monthly statements and $125,000 January–June 2025 fees. The pleading says the agreement had not then been terminated and alleges 1 percent monthly interest and a 10 percent underpayment premium. The June statement of no termination is date-specific.supportsWhat receipt/payment ledger, complete demand delivery records, audit material and later court disposition establish the claimed breach, quantum and recoverability?
Specifically named source propositions support the bounded distinction or question.
The security provision requires further steps: notice, election, note/security documentation and priority/perfection evidence. It cannot turn the reproduced agreement alone into an established secured claim.supportsDoes this complaint establish an allowed commission debt or that every company record had to be destroyed?
Specifically named source propositions support the bounded distinction or question.
Exhibit A is the signed consulting agreement effective 1 January 2019. Cyberlux engages Montague for acquisition/business development and reasonable additional services, with instructions from Mark Schmidt, location discretion and independent-contractor status. It expressly denies partnership, joint venture, fiduciary relationship, employee benefits and authority to contract in Cyberlux’s name. The $40,000 annual fee and 15-day termination structure belong to this earlier agreement.supportsThis file contains two evidentiary levels: Montague’s pleaded account and reproduced signed instruments. Contract text supports what was agreed on its face; it does not independently establish performance, loss, fraud, lien priority or an allowed claim.
Specifically named source propositions support the bounded distinction or question.
The verified complaint is dated and Durham-filed 23 June 2025 at 3:18 PM in 25CV006375-310, Montague against Cyberlux. Parry signs /s/; Zoladz is listed with pro hac vice application pending. Kalenja’s signed verification distinguishes own knowledge from information/belief and public-document matters. The notary image identifies Micheala Keisha Grant, Virginia registration 8070793, commission expiry 31 August 2027 and remote notarisation via Proof. Verification is not a judicial finding.supportsThis file contains two evidentiary levels: Montague’s pleaded account and reproduced signed instruments. Contract text supports what was agreed on its face; it does not independently establish performance, loss, fraud, lien priority or an allowed claim.
Specifically named source propositions support the bounded distinction or question.
Section 3.3 requires monthly statements and commission payments during the term and two years after services terminate, permits sub-sourcing/splits/direct payment requests, and acknowledges possible pre-existing interests and counterparty roles. The audit mechanism extends through two years after commissions terminate, permits a good-faith dispute and independent-accountant resolution, provides interest/premium for qualifying underpayment and refund or offset for overpayment. The disclosure clause does not itself adjudicate procurement compliance or competing creditor priority.supportsThe pleaded recovery assumes the expected HII funds become payable within the commissionable line and that the alleged breaches and premium predicates are established. The complaint does not resolve those premises.
Specifically named source propositions support the bounded distinction or question.
This file contains two evidentiary levels: Montague’s pleaded account and reproduced signed instruments. Contract text supports what was agreed on its face; it does not independently establish performance, loss, fraud, lien priority or an allowed claim.supportsDoes this complaint establish an allowed commission debt or that every company record had to be destroyed?
Specifically named source propositions support the bounded distinction or question.
Sections 10.1–10.2 permit fifteen-day no-cause notice and material-breach termination subject to the stated cure/notice terms. When applicable, Cyberlux’s early-termination compensation is the greater of the preceding twelve-month average amount payable multiplied by remaining months to the third anniversary or $20,000 per remaining month. Commission tail is the greater of two years after termination or through the third anniversary. Breach identity/materiality and disputed payment consequences go to the selected court. Section 10.2 says ten days after receipt for a curable breach; this must not be confused with section 3.3(c)’s separately stated business-day premium cure.supportsDoes this complaint establish an allowed commission debt or that every company record had to be destroyed?
Specifically named source propositions support the bounded distinction or question.
The verified complaint is dated and Durham-filed 23 June 2025 at 3:18 PM in 25CV006375-310, Montague against Cyberlux. Parry signs /s/; Zoladz is listed with pro hac vice application pending. Kalenja’s signed verification distinguishes own knowledge from information/belief and public-document matters. The notary image identifies Micheala Keisha Grant, Virginia registration 8070793, commission expiry 31 August 2027 and remote notarisation via Proof. Verification is not a judicial finding.supportsDoes this complaint establish an allowed commission debt or that every company record had to be destroyed?
Specifically named source propositions support the bounded distinction or question.
The complaint expects a further $25,795,303.38 HII payment, claiming $1,289,765.17 on it. Its past components $1,935,000 plus $193,500 plus $125,000 sum to $2,253,500 before unspecified accrued interest; with the expected commission they total $3,543,265.17. Future expected receipts and past claimed principal remain separate; the prayer also seeks other commissions, interest and fees.supportsThe pleaded recovery assumes the expected HII funds become payable within the commissionable line and that the alleged breaches and premium predicates are established. The complaint does not resolve those premises.
Specifically named source propositions support the bounded distinction or question.
Montague alleges asset dissipation and quotes Welter concerning transfers to personal accounts, friends and family beginning on the September 2023 advance date. The quoted assertions are nested litigation allegations; bank records and the underlying Welter declaration are not reproduced among this complaint’s three exhibits.supportsThis file contains two evidentiary levels: Montague’s pleaded account and reproduced signed instruments. Contract text supports what was agreed on its face; it does not independently establish performance, loss, fraud, lien priority or an allowed claim.
Specifically named source propositions support the bounded distinction or question.
Section 3.2 sets $250,000 annual monthly compensation and tax responsibility. Section 3.3 provides 2 percent of gross amounts payable on sourced commercial contracts and 5 percent for Ukraine-related contracts, including related work orders and introduced relationships. Schedule 2 identifies Order 220/9169 dated 21 September 2022 for 1,000 FlightEye KOA031831 drones, training/service/maintenance. This describes commissionable business; it does not itself establish a government award, delivery, acceptance or payment.supportsThe pleaded recovery assumes the expected HII funds become payable within the commissionable line and that the alleged breaches and premium predicates are established. The complaint does not resolve those premises.
Specifically named source propositions support the bounded distinction or question.
Montague characterises litigation conduct as bad faith, citing removal/remand sanctions and allegedly misleading Virginia stay/supersedeas statements, and seeks emergency protection before the expected HII receipt. Underlying motions, orders, appeal-security filings and the concurrently mentioned injunction motion are not among this 48-page file’s exhibits. The stated litigation motive remains the plaintiff’s position.supportsWhat original bank, creditor and court records independently substantiate the nested dissipation allegations and claimed collection risk?
Specifically named source propositions support the bounded distinction or question.
Exhibit B is the signed amended/restated agreement effective 1 January 2023 for three years subject to earlier termination. It replaces the earlier terms except expressly preserved obligations. Services, place/time/manner discretion, access/resources and written workplace rules retain independent-contractor structure; company instructions are as agreed between Kalenja and Schmidt.supportsThe 2019 fee, conversion and conditional work ownership provisions must be kept separate from the 2023 restatement. Applying the earlier $0.0002 conversion price or payment condition across all later work would exceed these instruments.
Specifically named source propositions support the bounded distinction or question.
Section 10.3 requires return of deliverables/company property and confidential media, erasure and written certification within five business days of the stated termination/expiry/request trigger. It expressly permits backup copies and materials reasonably anticipated for litigation, arbitration or government process to remain. These are qualified obligations, not evidence of actual deletion or return.supportsDoes this complaint establish an allowed commission debt or that every company record had to be destroyed?
Specifically named source propositions support the bounded distinction or question.
Section 6 requires confidentiality and prompt loss/disclosure notification within two business days; public and qualifying third-party information are excepted. Required legal disclosure is limited to its required extent and order notice is subject to legal prohibition. Section 6.4 expressly preserves DTSA immunity for qualifying confidential reports to officials/attorneys and sealed court filings, plus stated retaliation-action conditions. This is the contract’s text, not a finding that any particular disclosure qualifies.supportsThe contract’s retention and protected-reporting exceptions materially qualify any later shorthand claim that Montague had to erase every record or could never disclose information. Whether particular retained/reported material qualifies needs the relevant facts.
Specifically named source propositions support the bounded distinction or question.
Exhibit C is a signed memorandum from Schmidt to Kalenja intended effective 5 January 2023, carrying DocuSign envelope 0D270CFF-7AEE-4836-923A-7FB1FFB74AC9 and displayed dates 01.05.2023. It memorialises $600,000 for Datron acquisition diligence/negotiations, applies the same commission schedule to Datron products, and says the referenced drone order increased from 1,000 to 2,000 with 5 percent commission payable. A displayed effective date and signature date are not independent DocuSign audit history; no actual payment of the flat fee or fulfilment of the increased order is shown.supportsWhat execution audit history, order revisions, delivery/payment records and separate $600,000 fee ledger substantiate the January memorandum’s effective-date and commercial-performance implications?
Specifically named source propositions support the bounded distinction or question.
Exhibit B is the signed amended/restated agreement effective 1 January 2023 for three years subject to earlier termination. It replaces the earlier terms except expressly preserved obligations. Services, place/time/manner discretion, access/resources and written workplace rules retain independent-contractor structure; company instructions are as agreed between Kalenja and Schmidt.supportsThis file contains two evidentiary levels: Montague’s pleaded account and reproduced signed instruments. Contract text supports what was agreed on its face; it does not independently establish performance, loss, fraud, lien priority or an allowed claim.
Specifically named source propositions support the bounded distinction or question.
The complaint identifies Legalist SPV III, LP and alleges a January 2025 debt of $7,313,627.17 accruing $4,364.46 daily, later increased borrowing, a protective advance above $2 million and encumbered HII receivables. It alleges at least $40 million of creditor exposure, listing Atlantic Wave, Thin Air Gear, Aerotek, R.B. Capital and former employees. Those dated pleaded debts are not a current solvency finding or adjudication of competing liens.supportsWhat original bank, creditor and court records independently substantiate the nested dissipation allegations and claimed collection risk?
Specifically named source propositions support the bounded distinction or question.
The amended agreement restricts assignment/payment encumbrance but permits responsible subcontracting, allows specified equitable remedies, selects North Carolina law/exclusive courts except expressly otherwise, and makes notices effective on receipt or evidence of receipt. It requires signed written amendments and permits electronic counterparts. Page 45 visibly bears signatures in the Mark Schmidt CEO and Denis Kalenja Managing Member blocks; authenticity or later enforceability is not independently adjudicated here.supportsThis file contains two evidentiary levels: Montague’s pleaded account and reproduced signed instruments. Contract text supports what was agreed on its face; it does not independently establish performance, loss, fraud, lien priority or an allowed claim.
Specifically named source propositions support the bounded distinction or question.
Counts plead breach of contract, alternative quantum meruit and unjust enrichment, and breach of the implied covenant. Alternative recovery theories cannot be added together as separate recoveries. The pleading calls $3,543,265.17 approximately 5 percent of revenues, though the displayed amount includes the $193,500 premium and $125,000 fees in addition to commissions. Punitive entitlement, fulfilled conditions precedent and fees under section 8.1 and N.C. Gen. Stat. 6-21.6 are requested or asserted, not awarded.supportsWhat explains describing a total including $318,500 fees/premium as approximately 5 percent of revenues in the alternative valuation claim?
Specifically named source propositions support the bounded distinction or question.
The quantum-meruit revenue description and the mixed total use different denominators. Five percent of the displayed $38.7 million plus $25,795,303.38 is $3,224,765.17; the $318,500 difference to $3,543,265.17 equals the displayed fee and premium. The review preserves the pleading’s figure and asks for the valuation bridge rather than treating the total as pure commission.supportsWhat explains describing a total including $318,500 fees/premium as approximately 5 percent of revenues in the alternative valuation claim?
Specifically named source propositions support the bounded distinction or question.
Section 3.1 acknowledges $250,000 accrued under the earlier agreement: $125,000 due more than a year and payable on demand, remaining $125,000 payable from 31 December 2023. Before pari passu/senior new debt, Cyberlux promises ten business days’ notice; Montague has five days to demand a note and first-priority UCC security, to precede new debt. Referenced note/confession forms are not separately supplied after the schedules in this exhibit. A contractual right to demand security is not an executed or perfected lien.supportsDoes this complaint establish an allowed commission debt or that every company record had to be destroyed?
Specifically named source propositions support the bounded distinction or question.
Sections 10.1–10.2 permit fifteen-day no-cause notice and material-breach termination subject to the stated cure/notice terms. When applicable, Cyberlux’s early-termination compensation is the greater of the preceding twelve-month average amount payable multiplied by remaining months to the third anniversary or $20,000 per remaining month. Commission tail is the greater of two years after termination or through the third anniversary. Breach identity/materiality and disputed payment consequences go to the selected court. Section 10.2 says ten days after receipt for a curable breach; this must not be confused with section 3.3(c)’s separately stated business-day premium cure.supportsWhat receipt/payment ledger, complete demand delivery records, audit material and later court disposition establish the claimed breach, quantum and recoverability?
Specifically named source propositions support the bounded distinction or question.
The pleading says a 10 June 2025 demand was sent by email and Federal Express. It supplies no delivery receipt in these exhibits. Sending, actual receipt, cure expiry and an adjudicated breach remain different propositions.supportsWhat receipt/payment ledger, complete demand delivery records, audit material and later court disposition establish the claimed breach, quantum and recoverability?
Specifically named source propositions support the bounded distinction or question.
The 2019 agreement provides that an undisputed amount unpaid after the applicable twelve-month due period becomes a one-year note, permits 1 percent monthly interest and conversion of principal/interest into common stock at $0.0002. Consultant provides its own equipment; itemised receipted expenses above $100 require prior approval and reimbursement is due within thirty days of submission. No actual note election, stock issue or reimbursement is shown.supportsThe 2019 fee, conversion and conditional work ownership provisions must be kept separate from the 2023 restatement. Applying the earlier $0.0002 conversion price or payment condition across all later work would exceed these instruments.
Specifically named source propositions support the bounded distinction or question.
The complaint expects a further $25,795,303.38 HII payment, claiming $1,289,765.17 on it. Its past components $1,935,000 plus $193,500 plus $125,000 sum to $2,253,500 before unspecified accrued interest; with the expected commission they total $3,543,265.17. Future expected receipts and past claimed principal remain separate; the prayer also seeks other commissions, interest and fees.supportsThe quantum-meruit revenue description and the mixed total use different denominators. Five percent of the displayed $38.7 million plus $25,795,303.38 is $3,224,765.17; the $318,500 difference to $3,543,265.17 equals the displayed fee and premium. The review preserves the pleading’s figure and asks for the valuation bridge rather than treating the total as pure commission.
Specifically named source propositions support the bounded distinction or question.
The complaint expects a further $25,795,303.38 HII payment, claiming $1,289,765.17 on it. Its past components $1,935,000 plus $193,500 plus $125,000 sum to $2,253,500 before unspecified accrued interest; with the expected commission they total $3,543,265.17. Future expected receipts and past claimed principal remain separate; the prayer also seeks other commissions, interest and fees.supportsWhat receipt/payment ledger, complete demand delivery records, audit material and later court disposition establish the claimed breach, quantum and recoverability?
Specifically named source propositions support the bounded distinction or question.
The complaint expects a further $25,795,303.38 HII payment, claiming $1,289,765.17 on it. Its past components $1,935,000 plus $193,500 plus $125,000 sum to $2,253,500 before unspecified accrued interest; with the expected commission they total $3,543,265.17. Future expected receipts and past claimed principal remain separate; the prayer also seeks other commissions, interest and fees.supportsWhat explains describing a total including $318,500 fees/premium as approximately 5 percent of revenues in the alternative valuation claim?
Specifically named source propositions support the bounded distinction or question.
The 2019 agreement supplies continuing confidentiality with public-information and compelled-disclosure exceptions, a one-year post-termination non-solicitation covenant, accrued-obligation payment within fifteen days, broad mutual liability limitations, hand/certified-mail notice, payment-conditioned work ownership and restrictions on assignment/payment encumbrance. It selects North Carolina law/courts and signed written amendments. Its reference to an inducement to Fusion is retained as a drafting artefact, not treated as a newly established contracting party.supportsThe 2019 fee, conversion and conditional work ownership provisions must be kept separate from the 2023 restatement. Applying the earlier $0.0002 conversion price or payment condition across all later work would exceed these instruments.
Specifically named source propositions support the bounded distinction or question.
Exhibit C is a signed memorandum from Schmidt to Kalenja intended effective 5 January 2023, carrying DocuSign envelope 0D270CFF-7AEE-4836-923A-7FB1FFB74AC9 and displayed dates 01.05.2023. It memorialises $600,000 for Datron acquisition diligence/negotiations, applies the same commission schedule to Datron products, and says the referenced drone order increased from 1,000 to 2,000 with 5 percent commission payable. A displayed effective date and signature date are not independent DocuSign audit history; no actual payment of the flat fee or fulfilment of the increased order is shown.supportsThis file contains two evidentiary levels: Montague’s pleaded account and reproduced signed instruments. Contract text supports what was agreed on its face; it does not independently establish performance, loss, fraud, lien priority or an allowed claim.
Specifically named source propositions support the bounded distinction or question.
The complaint expects a further $25,795,303.38 HII payment, claiming $1,289,765.17 on it. Its past components $1,935,000 plus $193,500 plus $125,000 sum to $2,253,500 before unspecified accrued interest; with the expected commission they total $3,543,265.17. Future expected receipts and past claimed principal remain separate; the prayer also seeks other commissions, interest and fees.supportsDoes this complaint establish an allowed commission debt or that every company record had to be destroyed?
Specifically named source propositions support the bounded distinction or question.
Section 8.1 promises broad Cyberlux defence/indemnity to Consultant Indemnitees for the stated actual/alleged acts, breaches and proceedings to the greatest extent Nevada law permits, including known/unknown and pre/post-effective matters. Section 8.2 describes counsel choice, advancement, escrow and time compensation but switches to Cyberlux Indemnitees and refers to sections 8.3/8.4, which do not appear as separate sections before section 9. Those drafting inconsistencies remain unresolved; no expanded entitlement or corrected wording is invented.supportsHow should the indemnity beneficiary switches and references to absent sections 8.3/8.4 be interpreted, and are there executed corrections or a judicial construction?
Specifically named source propositions support the bounded distinction or question.
Montague alleges $250,000 annual base compensation, 2 percent general and 5 percent Ukraine commissions, unpaid 5 percent on approximately $38.7 million received in 2023, missing monthly statements and $125,000 January–June 2025 fees. The pleading says the agreement had not then been terminated and alleges 1 percent monthly interest and a 10 percent underpayment premium. The June statement of no termination is date-specific.supportsThe pleaded recovery assumes the expected HII funds become payable within the commissionable line and that the alleged breaches and premium predicates are established. The complaint does not resolve those premises.
Specifically named source propositions support the bounded distinction or question.
Section 3.5 distinguishes unpaid-obligation interest at 1 percent monthly after fifteen days from an optional year-end conversion into a one-year note carrying 1 percent compounded monthly and stock conversion at the prior closing price. No note election is evidenced here. Ordinary interest and optional note terms must not be flattened into a claim that the agreement always or never compounds. Contractor/tax indemnity and work-product ownership/assignment continue on page 36.supportsThe 2019 fee, conversion and conditional work ownership provisions must be kept separate from the 2023 restatement. Applying the earlier $0.0002 conversion price or payment condition across all later work would exceed these instruments.
Specifically named source propositions support the bounded distinction or question.
Montague alleges asset dissipation and quotes Welter concerning transfers to personal accounts, friends and family beginning on the September 2023 advance date. The quoted assertions are nested litigation allegations; bank records and the underlying Welter declaration are not reproduced among this complaint’s three exhibits.supportsWhat original bank, creditor and court records independently substantiate the nested dissipation allegations and claimed collection risk?
Specifically named source propositions support the bounded distinction or question.
Section 3.3 requires monthly statements and commission payments during the term and two years after services terminate, permits sub-sourcing/splits/direct payment requests, and acknowledges possible pre-existing interests and counterparty roles. The audit mechanism extends through two years after commissions terminate, permits a good-faith dispute and independent-accountant resolution, provides interest/premium for qualifying underpayment and refund or offset for overpayment. The disclosure clause does not itself adjudicate procurement compliance or competing creditor priority.supportsWhat receipt/payment ledger, complete demand delivery records, audit material and later court disposition establish the claimed breach, quantum and recoverability?
Specifically named source propositions support the bounded distinction or question.
Section 10.3 requires return of deliverables/company property and confidential media, erasure and written certification within five business days of the stated termination/expiry/request trigger. It expressly permits backup copies and materials reasonably anticipated for litigation, arbitration or government process to remain. These are qualified obligations, not evidence of actual deletion or return.supportsThe contract’s retention and protected-reporting exceptions materially qualify any later shorthand claim that Montague had to erase every record or could never disclose information. Whether particular retained/reported material qualifies needs the relevant facts.
Specifically named source propositions support the bounded distinction or question.
Section 3.1 acknowledges $250,000 accrued under the earlier agreement: $125,000 due more than a year and payable on demand, remaining $125,000 payable from 31 December 2023. Before pari passu/senior new debt, Cyberlux promises ten business days’ notice; Montague has five days to demand a note and first-priority UCC security, to precede new debt. Referenced note/confession forms are not separately supplied after the schedules in this exhibit. A contractual right to demand security is not an executed or perfected lien.supportsThe security provision requires further steps: notice, election, note/security documentation and priority/perfection evidence. It cannot turn the reproduced agreement alone into an established secured claim.
Specifically named source propositions support the bounded distinction or question.
Exhibit A is the signed consulting agreement effective 1 January 2019. Cyberlux engages Montague for acquisition/business development and reasonable additional services, with instructions from Mark Schmidt, location discretion and independent-contractor status. It expressly denies partnership, joint venture, fiduciary relationship, employee benefits and authority to contract in Cyberlux’s name. The $40,000 annual fee and 15-day termination structure belong to this earlier agreement.supportsThe 2019 fee, conversion and conditional work ownership provisions must be kept separate from the 2023 restatement. Applying the earlier $0.0002 conversion price or payment condition across all later work would exceed these instruments.
Specifically named source propositions support the bounded distinction or question.
The contract’s retention and protected-reporting exceptions materially qualify any later shorthand claim that Montague had to erase every record or could never disclose information. Whether particular retained/reported material qualifies needs the relevant facts.supportsDoes this complaint establish an allowed commission debt or that every company record had to be destroyed?
Specifically named source propositions support the bounded distinction or question.
Counts plead breach of contract, alternative quantum meruit and unjust enrichment, and breach of the implied covenant. Alternative recovery theories cannot be added together as separate recoveries. The pleading calls $3,543,265.17 approximately 5 percent of revenues, though the displayed amount includes the $193,500 premium and $125,000 fees in addition to commissions. Punitive entitlement, fulfilled conditions precedent and fees under section 8.1 and N.C. Gen. Stat. 6-21.6 are requested or asserted, not awarded.supportsThe quantum-meruit revenue description and the mixed total use different denominators. Five percent of the displayed $38.7 million plus $25,795,303.38 is $3,224,765.17; the $318,500 difference to $3,543,265.17 equals the displayed fee and premium. The review preserves the pleading’s figure and asks for the valuation bridge rather than treating the total as pure commission.
Specifically named source propositions support the bounded distinction or question.
Sections 5.1–5.6 assign work product and intellectual-property rights to Cyberlux, require invention disclosure and reasonable assistance at company expense, license incorporated pre-existing materials perpetually on the stated non-exclusive terms and preserve company-material ownership and limited trademark use/sub-licensing. This wording differs from the 2019 payment-conditioned vesting term; actual ownership of any particular asset requires its provenance and applicable instrument.supportsThe 2019 fee, conversion and conditional work ownership provisions must be kept separate from the 2023 restatement. Applying the earlier $0.0002 conversion price or payment condition across all later work would exceed these instruments.
Specifically named source propositions support the bounded distinction or question.
The security provision requires further steps: notice, election, note/security documentation and priority/perfection evidence. It cannot turn the reproduced agreement alone into an established secured claim.supportsWhat election, note, signed security instrument and filing/priority evidence, if any, exercised section 3.1’s contingent security mechanism?
Specifically named source propositions support the bounded distinction or question.
Section 3.1 acknowledges $250,000 accrued under the earlier agreement: $125,000 due more than a year and payable on demand, remaining $125,000 payable from 31 December 2023. Before pari passu/senior new debt, Cyberlux promises ten business days’ notice; Montague has five days to demand a note and first-priority UCC security, to precede new debt. Referenced note/confession forms are not separately supplied after the schedules in this exhibit. A contractual right to demand security is not an executed or perfected lien.supportsWhat election, note, signed security instrument and filing/priority evidence, if any, exercised section 3.1’s contingent security mechanism?
Specifically named source propositions support the bounded distinction or question.
The amended agreement restricts assignment/payment encumbrance but permits responsible subcontracting, allows specified equitable remedies, selects North Carolina law/exclusive courts except expressly otherwise, and makes notices effective on receipt or evidence of receipt. It requires signed written amendments and permits electronic counterparts. Page 45 visibly bears signatures in the Mark Schmidt CEO and Denis Kalenja Managing Member blocks; authenticity or later enforceability is not independently adjudicated here.supportsThe security provision requires further steps: notice, election, note/security documentation and priority/perfection evidence. It cannot turn the reproduced agreement alone into an established secured claim.
Specifically named source propositions support the bounded distinction or question.
WEIGH
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