Evidence Record
Cm Fairwinds Commission Calculation
1. Intervenor Fairwinds asserts through this complaint its interest in the funds that plaintiff HII Mission Technologies Corp. ("HII") has proposed to interplead in this case. Cyberlux Corporation ("Cyberlux") agreed to pay Fairwinds in...
DISTIL analysis
DISTIL Run
Profile
Standard
Version
1
Doc Type
legal_complaint_intervention
Total Nodes
26
Node Legend
Entity (ENT)
Event (EVT)
Claim (CLM)
Anchor (ANC)
Omission (OMI)
Tension (TEN)
Tell (TEL)
Inference (INF)
Hypothesis (HYP)
Stage 1
Index
Orientation · No nodes
Document Classification
legal_complaint_intervention Fairwinds Technologies LLC via Jones Walker LLP federal_interpleader_action 2022-10-03 to 2025-08-20
financial_claimcontractual_obligationinterpleader_proceedingmulti_party_dispute
Analytical Frame
commission_dispute_drone_contract
Analytical Summary
Fairwinds Technologies LLC filed a complaint in intervention in a federal interpleader action (Case 3:25-cv-00483-JAG, E.D. Va.) asserting a claim to $2,348,542.00 from funds HII Mission Technologies proposed to deposit with the court. The claim arises from two agreements with Cyberlux Corporation: an October 2022 Teaming Agreement and a June 2023 Strategic Business Development Contract, both stipulating Fairwinds would receive 8% of the contract value for the first 1,000 drones delivered. On July 8, 2025, Cyberlux CEO Mark Schmidt sent Fairwinds a spreadsheet valuing the amount owed at $2,348,542.00, and Fairwinds invoiced this amount the following day, but Cyberlux has not paid. The complaint includes a detailed invoice summary showing total payments due of $25,769,369.03 across multiple contract line items (CLINs), with commission calculated at 8% of $29,356,780 (the per-unit average for 1,000 units).
Key Points
- Fairwinds seeks $2,348,542.00 from interpleaded funds in E.D. Va. Case 3:25-cv-00483
- Two agreements establish 8% commission on first 1,000 drones: Oct 2022 Teaming Agreement and June 2023 Strategic Business Development Contract
- Cyberlux CEO confirmed $2,348,542.00 owed via July 8, 2025 spreadsheet; Fairwinds invoiced July 9, 2025
- Invoice summary shows $25.77M total due across multiple CLINs with 2,000 total drones shipped
- Commission calculated: 8% of $29,356,780 (1,000-unit average from $58.7M total contract value)
Stage 2
Core — Entities, Events, Claims
16 nodes
ENT-001
Entity
Fairwinds Technologies LLC
Fairwinds Technologies LLC, a limited liability corporation organized under the laws of Maryland, serving as Interpleader Defendant/Claimant and complainant in intervention.
Page 1, 2 — Claimant Fairwinds is a limited liability corporation organized under the laws of the state of Maryland.
ENT-002
Entity
Cyberlux Corporation
Cyberlux Corporation, a party to teaming and supply agreements with Fairwinds, manufacturer of Model K8 Aircraft (Drones), and named interpleader defendant.
Page 1, 2, 3 — Cyberlux Corporation ("Cyberlux") agreed to pay Fairwinds in connection with the payment from HII that HII now proposes to deposit with the Court.
ENT-003
Entity
HII Mission Technologies Corp.
HII Mission Technologies Corp., the interpleader plaintiff who initiated the action to deposit contested funds with the court.
Page 1, 3 — plaintiff HII Mission Technologies Corp. ("HII") has proposed to interplead in this case
ENT-004
Entity
Mark Schmidt
Mark Schmidt, Chief Executive Officer of Cyberlux Corporation, who sent valuation spreadsheet to Fairwinds and confirmed payment obligations.
Page 3 — Cyberlux's Chief Executive Officer, Mark Schmidt, sent Fairwinds a spreadsheet detailing the accounting breakdown of the value of the Drones and valued the amount owed to Fairwinds as $2,348,542.00.
EVT-001
Event
Teaming Agreement execution (Oct 3, 2022)
On October 3, 2022, Fairwinds and Cyberlux entered into a Teaming Agreement under which Fairwinds assisted Cyberlux in securing a contract vehicle award for shipment of Cyberlux's Model K8 Aircraft (Drones).
Page 2 — On or about October 3, 2022, Fairwinds and Cyberlux entered into a valid enforceable Teaming Agreement (the "TA") in which Fairwinds assisted Cyberlux in securing a contract vehicle award for the shipment of Cyberlux's Model K8 Aircraft ("Drones").
EVT-002
Event
Strategic Business Development Contract execution (June 7, 2023)
On June 7, 2023, Cyberlux and Fairwinds entered into a Strategic Business Development, Service and Supply Teaming Contract, under which Cyberlux agreed to pay Fairwinds 8% of the value of the first 1,000 drones delivered.
Page 2 — Cyberlux and Fairwinds then entered into a valid and enforceable Strategic Business Development, Service and Supply Teaming Contract (the "Contract") on June 7, 2023. Under the Contract, Cyberlux and Fairwinds agreed that Cyberlux would pay Fairwinds a fee of eight percent (8%) of the value of the first one thousand (1,000) Drones delivered.
EVT-003
Event
Prime contract awarded to third party
A company other than Fairwinds was awarded the prime contract to deliver the drones, triggering the 8% commission clause rather than Fairwinds serving as prime contractor.
Page 2 — A company other than Fairwinds was awarded the prime contract to deliver the Drones.
EVT-004
Event
Spreadsheet valuation sent (July 8, 2025)
On July 8, 2025, Cyberlux CEO Mark Schmidt sent Fairwinds a spreadsheet detailing the accounting breakdown of drone values and establishing the amount owed to Fairwinds as $2,348,542.00.
Page 3 — On July 8, 2025, Cyberlux's Chief Executive Officer, Mark Schmidt, sent Fairwinds a spreadsheet detailing the accounting breakdown of the value of the Drones and valued the amount owed to Fairwinds as $2,348,542.00.
EVT-005
Event
Invoice submission (July 9, 2025)
On July 9, 2025, Fairwinds submitted an invoice for $2,348,542.00 to Cyberlux, one day after receiving the valuation spreadsheet from Cyberlux CEO.
Page 3 — On July 9, 2025, Fairwinds submitted an invoice for $2,348,542.00 to Cyberlux.
EVT-006
Event
HII interpleader action initiated
HII Mission Technologies initiated an interpleader action in the U.S. District Court for the Eastern District of Virginia (Case No. 3:25-cv-483), placing contested funds with the court.
Page 3 — At the same time, HII initiated an interpleader action in which the funds in question were placed in the U.S. District Court for the Eastern District of Virginia (Case No. 3:25-cv-483).
EVT-007
Event
Complaint in Intervention filed (Aug 20, 2025)
On August 20, 2025, Fairwinds Technologies LLC filed a Complaint in Intervention in Case 3:25-cv-00483-JAG, asserting its claim to $2,348,542.00 from the interpleaded funds.
Page 1, 4 — Case 3:25-cv-00483-JAG Document 70-2 Filed 08/20/25 Page 1 of 5
CLM-001
Claim
8% commission entitlement under Teaming Agreement
Under the October 2022 Teaming Agreement, Fairwinds would receive 8% of the contract value associated with the first 1,000 drones delivered if a party other than Fairwinds was chosen as prime contractor.
Page 2 — As consideration for its services, Fairwinds would either: (i) be given the opportunity to serve as prime contractor for any subsequent award; or, (ii) in the event that a party other than Fairwinds was chosen to serve as the prime contractor for the subsequent award, Fairwinds would receive eight percent (8%) of the contract value associated with the first one thousand (1,000) Drones delivered.
CLM-002
Claim
8% commission agreement under Strategic Contract
Under the June 2023 Strategic Business Development Contract, Cyberlux agreed to pay Fairwinds a fee of 8% of the value of the first 1,000 drones delivered.
Page 2 — Under the Contract, Cyberlux and Fairwinds agreed that Cyberlux would pay Fairwinds a fee of eight percent (8%) of the value of the first one thousand (1,000) Drones delivered.
CLM-003
Claim
Non-payment of owed commission
Cyberlux has not paid Fairwinds any of the amounts due under the agreements, despite acknowledgment of the debt by CEO Mark Schmidt.
Page 3 — To date, Cyberlux has not paid Fairwinds any of the amounts due.
CLM-004
Claim
CEO confirmation of payment from HII funds
Cyberlux CEO Mark Schmidt confirmed that Cyberlux would pay Fairwinds out of the funds to be disbursed by HII Mission Technologies when he valued the amount owed at $2,348,542.00.
Page 3 — Mark Schmidt, CEO of Cyberlux, confirmed that Cyberlux would pay Fairwinds out of the funds to be disbursed by HII Mission Technologies, Corp. ("HII") when he valued the amount owed as $2,348,542.00.
CLM-005
Claim
Entitlement to $2,348,542.00 from interpleaded funds
Fairwinds claims entitlement to judgment directing payment of $2,348,542.00, plus applicable interest, from the interpleaded funds based on contractual agreements with Cyberlux.
Page 3 — Fairwinds is entitled to a judgment directing that, pursuant to Cyberlux's agreements with Fairwinds, the Court pay to Fairwinds $2,348,542.00, plus applicable interest, of the ultimately interpleaded funds.
Stage 3
In Situ — Quotations, Tells, Tensions, Questions
6 nodes
QUO-001
Quotation
Invoice summary financial breakdown
Detailed accounting showing total due of $25,769,369.03 across multiple contract line items: CLIN 0001 ($20,982,554.41), CLIN 0002/0003 Cost ($2,757,254.39), CLIN 0004 ($1,615,972.07), CLIN 0002/0003 Profit ($413,588.16).
Page 5 — Due: CLIN 0001 $ 20,982,554.41 CLIN 0002/0003 Cost $ 2,757,254.39 CLIN 0004 $ 1,615,972.07 CLIN 0002/0003 Profit $ 413,588.16 Total Due $ 25,769,369.03
QUO-002
Quotation
Commission calculation methodology
Commission calculated as: 392 drones at $14,954,400 (original contract) plus 1,608 drones at $43,759,160 (closeout modification) equals 2,000 total drones at $58,713,560 total value. Average per unit: $29,357. For 1,000 units: $29,356,780. 8% commission: $2,348,542.
Page 5 — Commission Calculation Drones Payment 392 $ 14,954,400 Original Contract 1608 $ 43,759,160 Closeout Modification 2000 $ 58,713,560 $ 29,357 Per unit average $ 29,356,780 1000 units $ 2,348,542 8% Commission
TEN-001
Tension
Multiple claimants competing for same funds
HII initiated interpleader action because multiple parties claim interest in the same funds, creating a stakeholder dilemma requiring judicial resolution of competing claims.
Page 3 — HII initiated an interpleader action in which the funds in question were placed in the U.S. District Court for the Eastern District of Virginia
TEN-002
Tension
Payment acknowledgment vs. actual payment
Despite CEO confirmation of the debt amount and specific identification of the payment source (HII funds), Cyberlux has not paid Fairwinds, creating a gap between acknowledged obligation and performance.
Page 3 — Mark Schmidt, CEO of Cyberlux, confirmed that Cyberlux would pay Fairwinds out of the funds to be disbursed by HII Mission Technologies, Corp. ("HII") when he valued the amount owed as $2,348,542.00. ... To date, Cyberlux has not paid Fairwinds any of the amounts due.
QST-001
Question
Identity and claims of other interpleader defendants
Who are the other interpleader defendants/claimants (Atlantic Wave Holdings, Secure Community, Legalist SPV III, United States of America, Advanced Navigation and Positioning Corporation, Robert W. Berleth as Receiver, Assure Global/WeShield) and what are their competing claims to the interpleaded funds?
Page 1 — CYBERLUX CORPORATION; ATLANTIC WAVE HOLDINGS, LLC; SECURE COMMUNITY, LLC; LEGALIST SPV III, LP; UNITED STATES OF AMERICA; ADVANCED NAVIGATION AND POSITIONING CORPORATION; ROBERT W. BERLETH, solely in his capacity as Receiver for Cyberlux Corporation, and ASSURE GLOBAL, LLC d/b/a WESHIELD, Interpleader Defendants/Claimants
QST-002
Question
Receivership implications for payment
What is the significance of Robert W. Berleth serving as Receiver for Cyberlux Corporation, and how does the receivership status affect the priority and validity of Fairwinds' claim?
Page 1 — ROBERT W. BERLETH, solely in his capacity as Receiver for Cyberlux Corporation
Stage 4
Interpretive — Inferences, Omissions, Patterns
4 nodes
INF-001
Inference
Strategic timing of invoice submission
Fairwinds submitted its invoice one day after receiving the CEO's valuation spreadsheet, suggesting coordinated acknowledgment of debt amount and formal demand for payment, potentially positioning for litigation.
Page 3 — On July 8, 2025, Cyberlux's Chief Executive Officer, Mark Schmidt, sent Fairwinds a spreadsheet detailing the accounting breakdown of the value of the Drones and valued the amount owed to Fairwinds as $2,348,542.00. On July 9, 2025, Fairwinds submitted an invoice for $2,348,542.00 to Cyberlux.
INF-002
Inference
Two agreements reinforce single obligation
The existence of both the October 2022 Teaming Agreement and June 2023 Strategic Business Development Contract, both specifying the same 8% commission on first 1,000 drones, suggests the second agreement may have been intended to clarify or formalize the initial teaming arrangement after the prime contract was awarded to a third party.
Page 2 — On or about October 3, 2022, Fairwinds and Cyberlux entered into a valid enforceable Teaming Agreement (the "TA") ... Cyberlux and Fairwinds then entered into a valid and enforceable Strategic Business Development, Service and Supply Teaming Contract (the "Contract") on June 7, 2023. Under the Contract, Cyberlux and Fairwinds agreed that Cyberlux would pay Fairwinds a fee of eight percent (8%) of the value of the first one thousand (1,000) Drones delivered.
INF-003
Inference
Financial distress indicated by receivership and interpleader
The presence of a court-appointed receiver for Cyberlux and the need for HII to initiate an interpleader action strongly suggests Cyberlux is experiencing financial distress or insolvency, with multiple creditors competing for limited funds.
Page 1, 3 — ROBERT W. BERLETH, solely in his capacity as Receiver for Cyberlux Corporation ... HII initiated an interpleader action in which the funds in question were placed in the U.S. District Court
OMI-001
Omission
No explanation for non-payment despite CEO confirmation
The complaint does not explain why Cyberlux failed to pay despite CEO Mark Schmidt's explicit confirmation of the amount owed and identification of the payment source, leaving unclear whether this was a liquidity issue, dispute over timing, or other factor.
Page 3 — Mark Schmidt, CEO of Cyberlux, confirmed that Cyberlux would pay Fairwinds out of the funds to be disbursed by HII Mission Technologies, Corp. ("HII") when he valued the amount owed as $2,348,542.00. ... To date, Cyberlux has not paid Fairwinds any of the amounts due.
Extracted text
5 pages · 7882 charactersFiling Header
A
IN THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF VIRGINIA Richmond Division
HII MISSION TECHNOLOGIES CORP.,
Interpleader Plaintiff
v.
CYBERLUX CORPORATION; ATLANTIC WAVE HOLDINGS, LLC; SECURE COMMUNITY, LLC; LEGALIST SPV III, LP; UNITED STATES OF AMERICA; ADVANCED NAVIGATION AND POSITIONING CORPORATION; ROBERT W. BERLETH, solely in his capacity as Receiver for Cyberlux Corporation, and ASSURE GLOBAL, LLC d/b/a WESHIELD,
Civil Action No: 3:25-cv-483
Interpleader Defendants/Claimants
[PROPOSED] COMPLAINT IN INTERVENTION OF FAIRWINDS TECHNOLOGIES LLC
NOW INTO COURT, through undersigned counsel, comes Interpleader Defendant/Claimant, Fairwinds Technologies LLC ("Fairwinds").
1.
Intervenor Fairwinds asserts through this complaint its interest in the funds that plaintiff HII Mission Technologies Corp. ("HII") has proposed to interplead in this case. Cyberlux Corporation ("Cyberlux") agreed to pay Fairwinds in connection with the payment from HII that HII now proposes to deposit with the Court. Fairwinds has an interest in the interpleaded funds and seeks a judgment and payment in satisfaction of that interest.
PARTIES
2.
Claimant Fairwinds is a limited liability corporation organized under the laws of the state of Maryland.
3.
Upon information and belief, the allegations regarding the parties as set forth in the Plaintiff HII's Complaint for Interpleader in paragraphs 3 through 11 accurately describe the parties named in that complaint.
JURISDICTION AND VENUE
4.
Fairwinds accepts the allegations regarding jurisdiction and venue set forth in Plaintiff HII's Complaint for Interpleader in paragraphs 12 through 16.
FACTUAL ALLEGATIONS
5.
On or about October 3, 2022, Fairwinds and Cyberlux entered into a valid enforceable Teaming Agreement (the "TA") in which Fairwinds assisted Cyberlux in securing a contract vehicle award for the shipment of Cyberlux's Model K8 Aircraft ("Drones").
6.
As consideration for its services, Fairwinds would either: (i) be given the opportunity to serve as prime contractor for any subsequent award; or, (ii) in the event that a party other than Fairwinds was chosen to serve as the prime contractor for the subsequent award, Fairwinds would receive eight percent (8%) of the contract value associated with the first one thousand (1,000) Drones delivered.
7.
A company other than Fairwinds was awarded the prime contract to deliver the Drones.
8.
Cyberlux and Fairwinds then entered into a valid and enforceable Strategic Business Development, Service and Supply Teaming Contract (the "Contract") on June 7, 2023.
9.
Under the Contract, Cyberlux and Fairwinds agreed that Cyberlux would pay Fairwinds a fee of eight percent (8%) of the value of the first one thousand (1,000) Drones delivered.
10.
On July 8, 2025, Cyberlux's Chief Executive Officer, Mark Schmidt, sent Fairwinds a spreadsheet detailing the accounting breakdown of the value of the Drones and valued the amount owed to Fairwinds as $2,348,542.00.1
11.
On July 9, 2025, Fairwinds submitted an invoice for $2,348,542.00 to Cyberlux.
12.
To date, Cyberlux has not paid Fairwinds any of the amounts due.
13.
Mark Schmidt, CEO of Cyberlux, confirmed that Cyberlux would pay Fairwinds out of the funds to be disbursed by HII Mission Technologies, Corp. ("HII") when he valued the amount owed as $2,348,542.00.
14.
At the same time, HII initiated an interpleader action in which the funds in question were placed in the U.S. District Court for the Eastern District of Virginia (Case No. 3:25-cv-483).
CAUSES OF ACTION
COUNT ONE: JUDGMENT IN INTERPLEADER PURSUANT TO 28 U.S.C. § 1335 AND 28 U.S.C. § 2361
15.
Fairwinds incorporates all of the previous paragraphs as if set forth fully herein.
16.
Pursuant to 28 U.S.C. § 1335 and 28 U.S.C. § 2361, the Court has authority to enter judgment distributing the interpleaded funds as justice so demands.
17.
Fairwinds is entitled to a judgment directing that, pursuant to Cyberlux's agreements with Fairwinds, the Court pay to Fairwinds $2,348,542.00, plus applicable interest, of the ultimately interpleaded funds.
PRAYER FOR RELIEF
WHEREFORE, Fairwinds respectfully requests the following relief:
1
Exhibit 1, Invoice Summary.
A. A judgment directing that $2,348,542.00, plus applicable interest, be paid out of the interpleaded funds to Fairwinds; and
B. Such other relief as the Court deems just and reasonable.
August 20, 2025
Respectfully submitted,
/s/ Alexander N. Breckinridge V ALEXANDER N. BRECKINRIDGE V (VSB #74708) JONES WALKER LLP 1 M Street SE, Suite 600 Washington, DC 20003 Telephone: (202) 203-1021 Facsimile: (202) 203-0000
Email: abreckinridge@joneswalker.com
Counsel for Proposed Intervenor Fairwinds Technologies, LLC
INVOICE SUMMARY
CLIN 0001 Accounting
$ 22,776,605.40
To USG
$ 22,776,605.40 $ -
CLIN
Truck
Invoice #
Ship Date
CYBL Amount
Cumulative
Total Amount
Cumulative
Due CYBL
Total
CYBL
USG "Credit"
CLIN 0002 Cost
20230829-HII-1012
$ 1,353,669.18
$ 1,353,669.18
$ -
$ (22,776,605.40)
CLIN 0003 Cost
20230829-HII-1013
$ 1,403,585.21
$ 2,757,254.39
$ (22,776,605.40)
CLIN 0001
Truck1
20230829-HII-1014
4/25/25
$ 1,994,110.32
$ 4,751,364.71
$ 7,121,822.57
$ 7,121,822.57
(15,654,782.83)
CLIN 0001
Truck2
20230829-HII-1015
4/28/25
$ 1,978,756.15
$ 6,730,120.86
$ 7,066,986.24
14,188,808.81
$ (8,587,796.59)
CLIN 0001
Truck3
20230829-HII-1016
5/2/25
$ 2,104,910.92
$ 8,835,031.78
$ 7,517,539.00
$ 21,706,347.81
$ (1,070,257.59)
CLIN 0001
Truck4
20230829-HII-1017
5/5/25
$ 2,104,910.92
$ 10,939,942.70
$ 7,517,539.00
$ 29,223,886.81
$ 6,447,281.41
CLIN 0001
Truck5
20230829-HII-1018
5/8/25
$ 2,688,510.06
$ 13,628,452.76
$ 4,423,916.96
$ 33,647,803.77
$ 10,871,198.37
CLIN 0001
Truck6
20230829-HII-1019
5/12/25
$ 3,138,629.76
$ 16,767,082.52
$ 3,138,629.76
$ 36,786,433.53
$ 14,009,828.13
$ 3,138,629.76
$ 3,138,629.76
$
CLIN 0001
Truck7
20230829-HII-1020
5/28/25
$ 2,759,934.81
$ 19,527,017.33
CLIN 0001
Truck8
20230829-HII-1021
6/3/25
$ 4,212,791.47
$ 23,739,808.80
CLIN 0004
20230829-HII-1024
$ 1,615,972.07
$ 25,355,780.87
CLIN 0002 Profit
20230829-HII-1022
$ 203,050.38
$ 25,558,831.25
CLIN 0003 Profit
20230829-HII-1023
$ 210,537.78
$ 25,769,369.03
Due:
CLIN 0001
$ 20,982,554.41
CLIN 0002/0003 Cost
$ 2,757,254.39
CLIN 0004
$ 1,615,972.07
CLIN 0002/0003 Profit
$ 413,588.16
Total Due
$ 25,769,369.03
$ -
$ 7,121,822.57
$ 1,994,110.32
5,127,712.25
$ 7,066,986.24
$ 1,978,756.15
$ 5,088,230.09
$ 7,517,539.00 $ 2,104,910.92
5,412,628.08
$ 7,517,539.00
$ 2,104,910.92
5,412,628.08
$ 4,423,916.96
$ 2,688,510.06
1,735,406.90
$ 2,759,934.81
$ 39,546,368.34
$ 16,769,762.94
$ 4,212,791.47
$ 43,759,159.81
$ 20,982,554.41
Commission Calculation
Drones
Payment
$ 14,954,400
Original Contract
$ 43,759,160
Closeout Modification
$ 58,713,560
$ 29,357
Per unit average
$ 29,356,780
1000
units
$ 2,348,542
8% Commission
Notes: CLIN 0001 is the shipping of drones in closeout modification. Other CLINs related to expense reimbursements related to closing out the contract
Original Contract Shipments DD250s
Qty
Unit Price
CYBL Amount
PNWA9432056002AXX K8-1 Drone
$40,500.00
$972,000.00
K8-2 Drone
$36,900.00
$1,771,200.00
PNWA9432056002BXX K8-1 Drone
$40,500.00
$1,944,000.00
K8-2 Drone
$36,900.00
$2,656,800.00
PNWA9432056002CXX K8-1 Drone
$40,500.00
$1,620,000.00
K8-2 Drone
$36,900.00
$3,247,200.00
PNWA9432056002CXX K8-1 Drone
$40,500.00
$972,000.00
K8-2 Drone
$36,900.00
$1,771,200.00
$14,954,400.00
-
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