Evidence Record
AW Harris Awh 2024 48085 Doc. 121068524
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...
DISTIL analysis
DISTIL Run
Profile
Standard
Version
1
Doc Type
Memorandum/Contract Amendment
Total Nodes
25
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
Memorandum/Contract Amendment Mark Schmidt (Cyberlux Corporation) Corporate M&A, Consulting Agreement, Defense/Tactical Equipment 2023-01-05
financial_transactionacquisition_relatedcommission_structurecontract_amendment
Analytical Frame
Commercial transaction memorializing additional services and expanded agreement scope
Analytical Summary
This memorandum documents amendments to a consulting agreement between Cyberlux Corporation and Montague Capital Partners LLC, effective January 5, 2023. The document memorializes a $600,000 flat fee for due diligence and negotiation services related to Cyberlux's acquisition of Datron World Communications, Inc. It establishes that Datron products will be subject to the same commission schedule as existing Cyberlux products. Additionally, the memorandum records an increase in a tactical drone order from 1,000 to 2,000 units (FlightEye KQA031831), with a 5% commission payable on the expanded order. The agreement references an underlying Amended and Restated Consulting Agreement effective January 1, 2023.
Key Points
- Amendment to consulting agreement between Cyberlux Corporation and Montague Capital Partners LLC
- $600,000 flat fee for due diligence and negotiation services for Datron acquisition
- Datron products integrated into existing commission structure
- Tactical drone order increased from 1,000 to 2,000 units with 5% commission
- Memorandum backdated to January 5, 2023 as effective date
Stage 2
Core — Entities, Events, Claims
15 nodes
ENT-001
Entity
Cyberlux Corporation
Cyberlux Corporation - acquiring company and client under consulting agreement
Page 2 — Amened and Restated Consulting Agreement effective as of January 1, 2023 by and between Cyberlux Corporation and Montague Capital Partners LLC
ENT-002
Entity
Montague Capital Partners LLC
Montague Capital Partners LLC - consultant entity performing services for Cyberlux
Page 2 — Amened and Restated Consulting Agreement effective as of January 1, 2023 by and between Cyberlux Corporation and Montague Capital Partners LLC
ENT-003
Entity
Datron World Communications, Inc.
Datron World Communications, Inc. - acquisition target of Cyberlux Corporation
Page 2 — Due diligence and negotiations in respect of the acquisition by Cyberlux of Datron World Communications, Inc. ("Datron").
ENT-004
Entity
Mark Schmidt
Mark Schmidt - signatory for Cyberlux Corporation, sender of memorandum
Page 2 — From: Mark Schmidt... DocuSigned by: Mark Schmidt 01.05.2023
ENT-005
Entity
Denis Kalenja
Denis Kalenja - signatory for Montague Capital Partners, recipient of memorandum
Page 2 — To: Denis Kalenja... DocuSigned by: Denis kalenja 01.05.2023
EVT-001
Event
Amended and Restated Consulting Agreement Effective
The underlying consulting agreement between Cyberlux and Montague Capital Partners became effective on January 1, 2023
Page 2 — Amened and Restated Consulting Agreement effective as of January 1, 2023 by and between Cyberlux Corporation and Montague Capital Partners LLC
EVT-002
Event
Due Diligence and Acquisition Negotiations for Datron
Cyberlux requested and Montague Capital Partners performed due diligence and negotiation services for the acquisition of Datron World Communications, Inc.
Page 2 — Cyberlux previously requested that the Consultant perform the following additional Services, and Consultant consented thereto on the terms set forth below... Due diligence and negotiations in respect of the acquisition by Cyberlux of Datron World Communications, Inc.
EVT-003
Event
Acquisition of Datron by Cyberlux
Cyberlux Corporation completed or is completing the acquisition of Datron World Communications, Inc., expanding Cyberlux's product offerings
Page 2 — The Parties also desire to acknowledge that the acquisition by Cyberlux of Datron expands the product offerings available to Cyberlux
EVT-004
Event
Initial Tactical Drone Order
Order no. 220/9169 dated September 21, 2022 for 1,000 tactical drones type FlightEye KQA031831
Page 2 — The Agreement cited in Schedule 2, that certain Order no. 220/9169 dated September 21, 2022 for 1,000 tactical drones type FlightEye KQA031831.
EVT-005
Event
Increase of Drone Order to 2,000 Units
The tactical drone order was subsequently increased from 1,000 units to 2,000 units
Page 2 — The Parties desire to memorialize that such order was subsequently increased to 2,000 units
EVT-006
Event
Memorandum Signing and Effective Date
The parties signed the memorandum on January 5, 2023, with terms intended to be effective from that date
Page 2 — The Parties have signed this Memorandum intending its terms to be (and have been effective) from January 5, 2023... DocuSigned by: Mark Schmidt 01.05.2023... DocuSigned by: Denis kalenja 01.05.2023
CLM-001
Claim
$600,000 Flat Fee for Datron Acquisition Services
A $600,000 flat fee is payable to Montague Capital Partners for due diligence and negotiation services related to the Datron acquisition
Page 2 — Due diligence and negotiations in respect of the acquisition by Cyberlux of Datron World Communications, Inc. ("Datron"). $600,000 flat fee in respect thereof.
CLM-002
Claim
Datron Products Subject to Same Commission Schedule
Datron products shall be subject to the same commission schedule as existing Cyberlux products under the consulting agreement
Page 2 — acknowledge and agree that Datron products shall be subject to the same commission schedule as existing Cyberlux products under the Agreement.
CLM-003
Claim
5% Commission on 2,000 Unit Drone Order
A 5% commission is payable on the increased drone order of 2,000 units pursuant to the consulting agreement
Page 2 — 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.
CLM-004
Claim
Prior Request and Consent for Additional Services
Cyberlux previously requested additional services and Consultant consented to perform them on the terms memorialized in this document
Page 2 — Cyberlux previously requested that the Consultant perform the following additional Services, and Consultant consented thereto on the terms set forth below.
Stage 3
In Situ — Quotations, Tells, Tensions, Questions
5 nodes
TEN-001
Tension
Retroactive Memorialization vs. Contemporaneous Agreement
The memorandum states parties are 'entering this memorandum to memorialize such agreement' yet also claims the terms 'have been effective from January 5, 2023' - suggesting the agreement existed prior to memorialization
Page 2 — The Parties are hereby entering this memorandum to memorialize such agreement... The Parties have signed this Memorandum intending its terms to be (and have been effective) from January 5, 2023.
TEN-002
Tension
Timing Ambiguity: Prior Request vs. Memorialization Date
Document states Cyberlux 'previously requested' services and Consultant 'consented thereto,' but both the underlying agreement effective date (Jan 1, 2023) and memorandum date (Jan 5, 2023) are specified, creating ambiguity about when the actual agreement occurred
Page 2 — Cyberlux previously requested that the Consultant perform the following additional Services, and Consultant consented thereto... effective as of January 1, 2023... intending its terms to be (and have been effective) from January 5, 2023.
QST-001
Question
What is the status of the Datron acquisition?
The document refers to 'the acquisition by Cyberlux of Datron' in present tense but does not specify whether the acquisition has closed, is pending, or is at what stage of completion
Page 2 — The Parties also desire to acknowledge that the acquisition by Cyberlux of Datron expands the product offerings available to Cyberlux
QST-002
Question
Was the $600,000 fee already paid or is payment contingent?
The document establishes a $600,000 flat fee for services but does not specify payment terms, timing, or whether payment is contingent on acquisition closing
Page 2 — $600,000 flat fee in respect thereof.
QST-003
Question
What entity placed the drone order?
The memorandum references a drone order but does not identify the customer, ordering entity, or purchasing party for the 1,000/2,000 unit order
Page 2 — The Agreement cited in Schedule 2, that certain Order no. 220/9169 dated September 21, 2022 for 1,000 tactical drones type FlightEye KQA031831.
Stage 4
Interpretive — Inferences, Omissions, Patterns
5 nodes
INF-001
Inference
Consultant Likely Acted as M&A Advisor/Broker
The $600,000 flat fee for due diligence and negotiation services suggests Montague Capital Partners functioned as an M&A advisor or broker for Cyberlux in the Datron acquisition
Page 2 — Due diligence and negotiations in respect of the acquisition by Cyberlux of Datron World Communications, Inc. ("Datron"). $600,000 flat fee in respect thereof.
INF-002
Inference
Commission Structure Suggests Sales/Business Development Role
The 5% commission on product orders and extension of commission structure to Datron products suggests Montague Capital Partners serves in a sales, business development, or revenue generation capacity
Page 2 — 5% commission is payable pursuant to the Agreement... Datron products shall be subject to the same commission schedule as existing Cyberlux products
INF-003
Inference
Drone Order Increase May Be Consultant-Driven
The memorandum's specific emphasis on memorializing the drone order increase from 1,000 to 2,000 units suggests the consultant may have facilitated or influenced the order expansion
Page 2 — 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.
OMI-001
Omission
No Success Fee or Contingency Terms for Acquisition
The memorandum specifies a flat $600,000 fee for acquisition services but does not mention success fees, contingency terms, or whether payment depends on deal closure - notable omission in M&A advisory context
Page 2 — $600,000 flat fee in respect thereof.
OMI-002
Omission
No Financial Details on Drone Order
The memorandum memorializes commission terms on the drone order but omits the total contract value, unit pricing, or commission dollar amount - relevant for assessing financial materiality
Page 2 — Order no. 220/9169 dated September 21, 2022 for 1,000 tactical drones type FlightEye KQA031831... subsequently increased to 2,000 units, as to which 5% commission is payable
Extracted text
2 pages · 1920 charactersExhibit C
Unofficial Copy Office of Marilyn Burgess District Clerk
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 KQA031831. 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.
DocuSigned by:
Mark Schmidt
01.05.2023
CB9EE73498DE446.
Mark Schmidt
Date
DocuSigned by: Denis kalenja
01.05.2023
491F03A0BD7F49E.
Denis Kalenja
Date
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