Evidence Record

Cm Arg V Cyberlux Durham Nc Exhibit 3

1. Plaintiff is a limited liability company organized under the laws of the State of North Carolina and doing business in North Carolina, with a registered agent and office located in North Carolina.

Type: exhibit
Pages: 10
Lines: 276
SHA-256: 1e64014a1198

DISTIL analysis

DISTIL Run

Profile

Standard

Version

Doc Type

Legal Complaint

Total Nodes

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 Anderson Jones, PLLC on behalf of The ARG Group, LLC Commercial litigation - contract breach and unfair trade practices 2022-02-28 to 2025-04-24

financial_disputedefense_contractormulti_million_dollar_contractunjust_enrichment_alleged

Analytical Frame

Contract performance dispute involving defense technology sales agreements

Analytical Summary

This complaint filed in Durham County Superior Court details a contract dispute between The ARG Group, LLC (a Service-Disabled Veteran-Owned defense technology distributor) and Cyberlux Corporation (a Nevada corporation doing business in North Carolina). ARG alleges that under a February 2022 Distributor Partner Agreement, it secured a $79 million Department of Defense contract for Cyberlux's K8 drones, with Cyberlux receiving $39 million upfront and delivering $15 million in products during 2023 while retaining $23 million in advance payments. ARG claims it was entitled to 20% of proceeds but has not been fully compensated despite performing substantial business development work including introducing Cyberlux to key contacts and facilitating operations. The complaint asserts five causes of action: breach of contract, unjust enrichment/quantum meruit, breach of implied contract, conversion, and unfair and deceptive trade practices, seeking damages exceeding $25,000 plus treble damages and attorney's fees.

Key Points

ARG Group secured $79 million DoD contract for Cyberlux K8 drones, resulting in $39 million upfront payment to Cyberlux
Distribution agreement entitled ARG to 20% discount off GSA pricing and 20% of sales proceeds
Cyberlux delivered $15 million in products during 2023 but retained $23 million in advance payments as of December 31, 2023
ARG alleges it performed substantial business development work beyond simple distribution, functioning as effective business partner
Complaint seeks damages exceeding $25,000 plus treble damages under North Carolina Unfair and Deceptive Trade Practices Act

Stage 2

Core — Entities, Events, Claims

10 nodes

ENT-001

Entity

The ARG Group, LLC (Plaintiff)

The ARG Group, LLC is a Service-Disabled Veteran-Owned Small Business and HUBZone certified small business, organized under North Carolina law with registered agent and office in North Carolina. ARG provides sales and tactical distribution services of advanced technology equipment to the Department of Defense, Federal Law Enforcement Agencies and US Allies, with global reach across North and South America and Europe. Services include drone capabilities and advanced technology products for special operators, serving Special Operations Command, U.S. Air Force, National Guard Bureau, Homeland Security/Customs and Border Protection, and Federal Law Enforcement.

Page 1 — Plaintiff is a limited liability company organized under the laws of the State of North Carolina and doing business in North Carolina, with a registered agent and office located in North Carolina. Plaintiff is a Service-Disabled Veteran-Owned Small Business and a HUBZone certified small business, is a leading provider of sales and tactical distribution services of advanced technology equipment to the Department of Defense, Federal Law Enforcement Agencies and US Allies. Plaintiff has a global reach across North and South America and Europe and is focused on delivering advanced technology solution to the warfighter, including drone capabilities and advanced technology products for special operators. Plaintiff serves the Special Operations Command, the U.S. Air Force, the National Guard Bureau, Homeland Security/Customs and Border Protection, and Federal Law Enforcement.

ENT-002

Entity

Cyberlux Corporation (Defendant)

Cyberlux Corporation is a Nevada corporation doing business in North Carolina with registered office at 160 Mine Lake Ct, Ste 200, Raleigh, NC 27615 and principal office at 800 Park Offices Dr, Suite 3209, Research Triangle Park, NC 27709. Cyberlux develops, manufactures, and sells Advanced Lighting Solutions (ALS) for portable and fixed use, solar power solutions, and Unmanned Aircraft Systems (UAS) products including hardware and software solutions. Products include BrightEye and Watchdog Tactical Illumination Systems, LED and solar products, and FlightEye UAS products including drone hardware and Flight GDN software operating platform.

Page 1, 2 — Upon information and belief, Defendant is a corporation organized and existing under the laws of the State of Nevada and doing business in North Carolina, with a registered office located at 160 Mine Lake Ct, Ste 200, Raleigh, North Carolina 27615, and principal office located at 800 Park Offices Dr, Suite 3209, Research Triangle Park, North Carolina 27709. Defendant develops, manufactures, and sells Advanced Lighting Solutions ("ALS") for portable and fixed use, certain solar power solutions, and Unmanned Aircraft Systems ("UAS") products including UAS hardware and software solutions. Defendant's products include, but are not limited to, the BrightEye and Watchdog Tactical Illumination Systems, other various LED and solar products, and the FlightEye UAS products including FlightEye drone hardware and the Flight GDN software operating platform and related product offerings

EVT-001

Event

Distributor Partner Agreement Execution

On February 28, 2022, ARG Group and Cyberlux Corporation entered into a Cyberlux Corporation and The ARG Group, LLC Distributor Partner Agreement. Under the Contract terms, Cyberlux agreed to provide ARG with a twenty percent (20%) discount off GSA pricing for the Products. ARG was responsible for securing customer orders and facilitating the sale of the Products.

Page 2 — On February 28, 2022, Plaintiff and Defendant entered into a valid and binding Cyberlux Corporation and The ARG Group, LLC Distributor Partner Agreement (the "Contract"). Pursuant to the terms of the Contract, Defendant agreed to provide Plaintiff with a twenty percent (20%) discount off the GSA pricing for the Products. In turn, Plaintiff was responsible for securing customer orders and facilitating the sale of the Products.

EVT-002

Event

$79 Million DoD Contract Secured

ARG secured a $79 million contract with the United States Department of Defense on behalf of Cyberlux to supply K8 Unmanned Aircraft Systems. Upon execution of this contract, Cyberlux received $39 million in upfront payment. During 2023, Cyberlux delivered $15 million in product. As of December 31, 2023, Cyberlux retained $23 million in advance payments.

Page 2, 3 — One of the principal Products sold was the K8 Drone, for which Plaintiff secured a $79 million contract with the United States Department of Defense on behalf of Defendant to supply Defendant K8 Unmanned Aircraft Systems, resulting in Defendant receiving $39 million in upfront payment upon execution of the contract, delivering $15 million in product during 2023, and retaining $23 million in advance payments as of December 31, 2023.

EVT-003

Event

Complaint Filed

On April 24, 2025, ARG Group filed a complaint in Durham County Superior Court (Case No. 25CV004246-310) against Cyberlux Corporation alleging five causes of action: breach of contract, unjust enrichment/quantum meruit, breach of implied contract, conversion, and unfair and deceptive trade practices.

Page 1, 10 — This the 24th day of April 2025. ANDERSON JONES, PLLC /s/ Christian Lunghi CHRISTIAN LUNGHI NCSB #60978

CLM-001

Claim

Breach of Contract - Unpaid Compensation

ARG claims Cyberlux breached the Distributor Partner Agreement by failing to pay ARG its entitled portion of proceeds from sales. The parties agreed proceeds from sales would be allocated with eighty percent (80%) payable to Cyberlux and twenty percent (20%) payable to ARG. ARG alleges Cyberlux made partial payments but continues to owe significant sums that remain due and unpaid, with no valid set-offs or counterclaims against amounts owed.

Page 3, 4 — The parties agreed that proceeds from such sales would be allocated with eighty percent (80%) payable to Defendant and twenty percent (20%) payable to Plaintiff. Defendant continues to owe Plaintiff significant sums under the parties' agreement, which remain due and unpaid. As of the filing of this Complaint, Defendant has failed or refused to pay Plaintiff the outstanding amounts owed under the parties' agreement, despite Plaintiff's entitlement to such payment. There are no set-offs or counterclaims against the amount owed to Plaintiff.

CLM-002

Claim

Expanded Business Partnership Role

ARG claims it functioned as more than a simple distributor, acting in effect as a business partner. Following contract execution, ARG actively facilitated Cyberlux's business operations by introducing Cyberlux to potential purchasers and individuals who could support business interests. ARG played an integral role in the growth and success of Cyberlux's enterprise. Due to this substantial assistance including establishing key business contacts and facilitating operations, Cyberlux agreed to share profits with ARG on sales regardless of which party originated the transaction, recognizing ARG's foundational role in enabling access to business opportunities.

Page 3 — Following execution of the Contract, Plaintiff actively facilitated Defendant's business operations by introducing Defendant to potential purchasers of the Products and to individuals who could further support Defendant's business interests. Plaintiff played an integral role in the growth and success of Defendant's enterprise and functioned, in effect, as a business partner. As a result of Plaintiff's substantial assistance-including establishing key business contacts and facilitating operations-Defendant agreed to share profits with Plaintiff on sales regardless of which party originated the transaction. This agreement recognized Plaintiff's foundational role in enabling Defendant's access to those business opportunities.

CLM-003

Claim

Partial Payments and Admission of Debt

ARG claims that in acknowledgment of ARG's contributions, Cyberlux has made partial payments to ARG in accordance with their agreement and has expressly admitted to owing ARG additional sums.

Page 3 — In acknowledgment of Plaintiff's contributions, Defendant has made partial payments to Plaintiff in accordance with their agreement and has expressly admitted to owing Plaintiff additional sums.

CLM-004

Claim

Unfair and Deceptive Trade Practices

ARG claims Cyberlux made numerous explicit representations regarding various business transactions, repeatedly assuring ARG it would be fairly compensated for its substantial efforts. ARG alleges these assurances were mere pretexts, as Cyberlux never had any intention of honoring those promises. ARG was intentionally misled into believing compensation would be forthcoming, leading ARG to rely on false assurances to its detriment. ARG characterizes these actions as exceeding mere breach of contract, instead reflecting a deliberate, willful, and calculated scheme to exploit ARG's substantial contributions. ARG's efforts allegedly included introducing Cyberlux to key business contacts, providing comprehensive operational support, establishing test sites, facilitating integration of complex firing mechanisms, generating valuable business leads, and advising on technical specifications and cost data.

Page 7, 8 — Defendant made numerous explicit representations to Plaintiff regarding various business transactions, repeatedly assuring Plaintiff that it would be fairly compensated for its substantial efforts. However, these assurances were mere pretexts, as Defendant never had any intention of honoring those promises. Instead, Plaintiff was intentionally misled into believing that compensation would be forthcoming, leading Plaintiff to rely on Defendant's false assurances to its detriment. These actions exceed the scope of a mere breach of contract and instead reflect a deliberate, willful, and calculated scheme to exploit Plaintiff's substantial contributions. Plaintiff's efforts were critical to Defendant's success, including, but not limited to, introducing Defendant to key business contacts, providing comprehensive operational support, establishing test sites, facilitating the integration of complex firing mechanisms, generating valuable business leads, and advising on technical specifications and cost data-each of which was essential to the effective functioning and growth of Defendant's operations.

CLM-005

Claim

Damages Sought Exceed $25,000

ARG seeks damages well in excess of Twenty-Five Thousand Dollars ($25,000.00), with the precise amount to be determined at trial. For the Unfair and Deceptive Trade Practices claim, ARG seeks treble damages pursuant to N.C. Gen. Stat. § 75-16. ARG also seeks pre- and post-judgment interest, costs, and attorneys' fees under the Contract, applicable statutes, or equitable power of the Court.

Page 9 — That Plaintiff have and recover from Defendant an amount in excess of Twenty-Five Thousand Dollars ($25,000.00) pursuant to its First Claim for Relief for Breach of Contract; plus all pre- and post-judgment interest, and all costs and attorney's fees pursuant to the Contract, any applicable statute, or the equitable power of the Court; That Plaintiff have and recover from Defendant an amount in excess of Twenty-Five Thousand Dollars ($25,000.00) pursuant to its Fifth Claim for Relief for Defendant's violations of N.C. Gen. Stat. § 75-1.1 et seq .; that those damages be trebled pursuant to N.C. Gen. Stat. § 75-16; and that Plaintiff recover its attorneys' fees pursuant to N.C. Gen. Stat. § 75-16.1, plus interests and costs

Stage 3

In Situ — Quotations, Tells, Tensions, Questions

8 nodes

QUO-001

Quotation

Profit Sharing Agreement Terms

The parties agreed that proceeds from sales would be allocated with eighty percent (80%) payable to Defendant and twenty percent (20%) payable to Plaintiff.

Page 3 — The parties agreed that proceeds from such sales would be allocated with eighty percent (80%) payable to Defendant and twenty percent (20%) payable to Plaintiff.

QUO-002

Quotation

Contract Discount Terms

Pursuant to the terms of the Contract, Defendant agreed to provide Plaintiff with a twenty percent (20%) discount off the GSA pricing for the Products.

Page 2 — Pursuant to the terms of the Contract, Defendant agreed to provide Plaintiff with a twenty percent (20%) discount off the GSA pricing for the Products.

TEN-001

Tension

Distributor vs. Business Partner Characterization

The complaint presents a tension between the formal Distributor Partner Agreement structure and ARG's claimed role as a de facto business partner. While the February 2022 contract establishes ARG as responsible for securing customer orders and facilitating sales with a 20% discount off GSA pricing, ARG claims it functioned 'in effect, as a business partner' with an expanded role including introducing potential purchasers, establishing key business contacts, and facilitating operations beyond simple distribution. This expanded role allegedly led to an agreement for profit sharing 'on sales regardless of which party originated the transaction.'

Page 2, 3 — Pursuant to the terms of the Contract, Defendant agreed to provide Plaintiff with a twenty percent (20%) discount off the GSA pricing for the Products. In turn, Plaintiff was responsible for securing customer orders and facilitating the sale of the Products. Following execution of the Contract, Plaintiff actively facilitated Defendant's business operations by introducing Defendant to potential purchasers of the Products and to individuals who could further support Defendant's business interests. Plaintiff played an integral role in the growth and success of Defendant's enterprise and functioned, in effect, as a business partner.

TEN-002

Tension

Contract Breach vs. Intentional Deception

ARG's complaint presents overlapping but distinct legal theories regarding the same underlying conduct. The First Cause of Action characterizes Cyberlux's nonpayment as breach of contract. However, the Fifth Cause of Action for Unfair and Deceptive Trade Practices characterizes the same conduct as 'exceed[ing] the scope of a mere breach of contract' and instead reflecting 'a deliberate, willful, and calculated scheme to exploit Plaintiff's substantial contributions' where representations were 'mere pretexts' and Cyberlux 'never had any intention of honoring those promises.'

Page 3, 4, 7 — Defendant's failure or refusal to remit payment to Plaintiff constitutes a material breach of the parties' agreement. These actions exceed the scope of a mere breach of contract and instead reflect a deliberate, willful, and calculated scheme to exploit Plaintiff's substantial contributions. Defendant made numerous explicit representations to Plaintiff regarding various business transactions, repeatedly assuring Plaintiff that it would be fairly compensated for its substantial efforts. However, these assurances were mere pretexts, as Defendant never had any intention of honoring those promises.

QST-001

Question

Terms of Profit Sharing Beyond Written Contract

What evidence exists of the alleged agreement that Cyberlux would share profits with ARG 'on sales regardless of which party originated the transaction'? The complaint alleges this agreement recognized ARG's 'foundational role in enabling Defendant's access to those business opportunities,' but the terms of such an agreement beyond the written February 2022 Distributor Partner Agreement are not specified. Was this oral, written, or implied through conduct?

Page 3 — As a result of Plaintiff's substantial assistance-including establishing key business contacts and facilitating operations-Defendant agreed to share profits with Plaintiff on sales regardless of which party originated the transaction. This agreement recognized Plaintiff's foundational role in enabling Defendant's access to those business opportunities.

QST-002

Question

Calculation Basis for Amount Owed

How does ARG calculate the 'significant sums' owed under the parties' agreement? The complaint establishes that Cyberlux received $39 million upfront on the $79 million DoD contract, delivered $15 million in product during 2023, and retained $23 million in advance payments as of December 31, 2023. If ARG is entitled to 20% of proceeds, what specific sales or transactions form the basis of the claimed unpaid amounts, and how does the advance payment retention affect the calculation?

QST-003

Question

Nature of Partial Payments Made

What partial payments has Cyberlux made to ARG, and what do these payments reveal about the parties' understanding of the compensation structure? The complaint states that 'Defendant has made partial payments to Plaintiff in accordance with their agreement and has expressly admitted to owing Plaintiff additional sums.' The nature, amount, and timing of these payments could clarify the operative agreement between the parties.

QST-004

Question

Scope of ARG's Alleged Contributions

What documentary or testimonial evidence supports ARG's claims of extensive operational contributions beyond the distributor role? The complaint alleges ARG provided 'comprehensive operational support, establishing test sites, facilitating the integration of complex firing mechanisms, generating valuable business leads, and advising on technical specifications and cost data.' Were these services contemplated in the original Distributor Partner Agreement, or did they develop organically during performance?

Page 8 — Plaintiff's efforts were critical to Defendant's success, including, but not limited to, introducing Defendant to key business contacts, providing comprehensive operational support, establishing test sites, facilitating the integration of complex firing mechanisms, generating valuable business leads, and advising on technical specifications and cost data-each of which was essential to the effective functioning and growth of Defendant's operations.

Stage 4

Interpretive — Inferences, Omissions, Patterns

5 nodes

INF-001

Inference

Alternative Pleading Strategy for Contract Uncertainty

The complaint's structure with five alternative causes of action (breach of contract, unjust enrichment/quantum meruit, breach of implied contract, conversion, and unfair trade practices) suggests uncertainty about which contractual theory will prevail. The complaint explicitly states the unjust enrichment claim is 'in the alternative' to breach of contract, and the implied contract claim is asserted 'in the event that the express contract entered into between Plaintiff and Defendant does not support the recovery as prayed for herein.' This strategic pleading pattern indicates ARG anticipates potential challenges to the scope or enforceability of compensation terms under the written February 2022 agreement.

Page 4, 5 — In the alternative to Plaintiff's First Claim for Relief for Breach of Contract, and to the extent it is determined that the goods and services provided by Plaintiff were not governed by an enforceable contract, Plaintiff asserts this claim for unjust enrichment and quantum meruit. In the event that the express contract entered into between Plaintiff and Defendant does not support the recovery as prayed for herein, then Plaintiff alleges in the alternative that a contract implied in fact existed between Plaintiff and Defendant

INF-002

Inference

Significance of K8 Contract Award Timing

The complaint emphasizes that ARG 'secured' the $79 million DoD contract for Cyberlux's K8 drones, with Cyberlux receiving $39 million upfront upon execution. The substantial upfront payment and the fact that this was 'one of the principal Products sold' suggests the K8 contract may have been executed relatively soon after the February 2022 Distributor Partner Agreement. This timing could support ARG's claim that its role was integral to Cyberlux's business success and that profit-sharing arrangements may have been negotiated in recognition of ARG's contribution to securing this transformative contract.

Page 2, 3 — On February 28, 2022, Plaintiff and Defendant entered into a valid and binding Cyberlux Corporation and The ARG Group, LLC Distributor Partner Agreement (the "Contract"). One of the principal Products sold was the K8 Drone, for which Plaintiff secured a $79 million contract with the United States Department of Defense on behalf of Defendant to supply Defendant K8 Unmanned Aircraft Systems, resulting in Defendant receiving $39 million in upfront payment upon execution of the contract

OMI-001

Omission

No Defense Perspective or Counterclaims Mentioned

The complaint is a one-sided pleading document that presents only ARG's allegations without any statement of Cyberlux's position, defenses, or potential counterclaims. The complaint states 'There are no set-offs or counterclaims against the amount owed to Plaintiff,' but this is ARG's characterization. Cyberlux's actual response, defenses regarding contract interpretation, performance disputes, or alternative calculations of amounts owed are not present in this document.

Page 4 — There are no set-offs or counterclaims against the amount owed to Plaintiff.

OMI-002

Omission

Distributor Partner Agreement Terms Not Disclosed

While the complaint references the February 28, 2022 Cyberlux Corporation and The ARG Group, LLC Distributor Partner Agreement and quotes specific discount terms (20% off GSA pricing) and profit allocation (80%/20% split), the full text of the agreement is not provided. Critical missing elements include: dispute resolution provisions, termination clauses, scope of services definitions, payment terms and timing, any exclusivity provisions, and importantly, the forum selection clause mentioned in paragraph 7 establishing Durham County venue. The absence of the full contract text limits assessment of the parties' actual obligations.

Page 2 — Venue is proper in this Court of Durham County pursuant to N.C. Gen. Stat. §§ 1-79 and 1-82, and the forum selection clause contained in the Contract entered into between Plaintiff and Defendant governing this dispute. On February 28, 2022, Plaintiff and Defendant entered into a valid and binding Cyberlux Corporation and The ARG Group, LLC Distributor Partner Agreement (the "Contract").

OMI-003

Omission

Specific Dollar Amount of Claimed Damages Not Stated

Throughout the complaint, ARG consistently references damages 'well in excess of Twenty-Five Thousand Dollars ($25,000.00)' with 'the precise amount to be determined at trial.' Given that the underlying DoD contract was $79 million with $39 million paid upfront to Cyberlux, and ARG claims entitlement to 20% of proceeds, the actual claimed damages could potentially be in the millions of dollars. The strategic choice to plead only 'in excess of $25,000' rather than a specific amount obscures the true financial magnitude of the dispute and may relate to jurisdictional thresholds or tactical considerations.

Extracted text

10 pages · 15827 characters

Filing Header

STATE OF NORTH CAROLINA COUNTY OF DURHAM THE ARG GROUP, LLC,

CYBERLUX CORPORATION,

Plaintiff, ) ) ) ) ) Defendant. ) )

IN THE GENERAL COURT OF JUSTICE SUPERIOR COURT DIVISION

) )

25CV004246-310

COMPLAINT

NOW COMES Plaintiff, THE ARG GROUP, LLC ("ARG" or "Plaintiff"), complaining of the Defendant, CYBERLUX CORPORATION ("Cyberlux" or "Defendant") and alleges the following:

PARTIES AND JURISDICTION

Plaintiff is a limited liability company organized under the laws of the State of North Carolina and doing business in North Carolina, with a registered agent and office located in North Carolina.

Plaintiff is a Service-Disabled Veteran-Owned Small Business and a HUBZone certified small business, is a leading provider of sales and tactical distribution services of advanced technology equipment to the Department of Defense, Federal Law Enforcement Agencies and US Allies. Plaintiff has a global reach across North and South America and Europe and is focused on delivering advanced technology solution to the warfighter, including drone capabilities and advanced technology products for special operators. Plaintiff serves the Special Operations Command, the U.S. Air Force, the National Guard Bureau, Homeland Security/Customs and Border Protection, and Federal Law Enforcement.

Upon information and belief, Defendant is a corporation organized and existing under the laws of the State of Nevada and doing business in North Carolina, with a registered

office located at 160 Mine Lake Ct, Ste 200, Raleigh, North Carolina 27615, and principal office located at 800 Park Offices Dr, Suite 3209, Research Triangle Park, North Carolina 27709.

Defendant develops, manufactures, and sells Advanced Lighting Solutions ("ALS") for portable and fixed use, certain solar power solutions, and Unmanned Aircraft Systems ("UAS") products including UAS hardware and software solutions.

Defendant's products include, but are not limited to, the BrightEye and Watchdog Tactical Illumination Systems, other various LED and solar products, and the FlightEye UAS products including FlightEye drone hardware and the Flight GDN software operating platform and related product offerings (collectively, the "Products").

This Court has jurisdiction over the parties and subject matter of this action.

Venue is proper in this Court of Durham County pursuant to N.C. Gen. Stat. §§ 1- 79 and 1-82, and the forum selection clause contained in the Contract entered into between Plaintiff and Defendant governing this dispute.

FIRST CAUSE OF ACTION Breach of Contract

The allegations contained in the preceding paragraphs are realleged and incorporated herein.

On February 28, 2022, Plaintiff and Defendant entered into a valid and binding Cyberlux Corporation and The ARG Group, LLC Distributor Partner Agreement (the "Contract").

10.

Pursuant to the terms of the Contract, Defendant agreed to provide Plaintiff with a twenty percent (20%) discount off the GSA pricing for the Products. In turn, Plaintiff was responsible for securing customer orders and facilitating the sale of the Products.

11.

One of the principal Products sold was the K8 Drone, for which Plaintiff secured a $79 million contract with the United States Department of Defense on behalf of Defendant to

supply Defendant K8 Unmanned Aircraft Systems, resulting in Defendant receiving $39 million in upfront payment upon execution of the contract, delivering $15 million in product during 2023, and retaining $23 million in advance payments as of December 31, 2023.

12.

The parties agreed that proceeds from such sales would be allocated with eighty percent (80%) payable to Defendant and twenty percent (20%) payable to Plaintiff.

13.

Following execution of the Contract, Plaintiff actively facilitated Defendant's business operations by introducing Defendant to potential purchasers of the Products and to individuals who could further support Defendant's business interests. Plaintiff played an integral role in the growth and success of Defendant's enterprise and functioned, in effect, as a business partner.

14.

As a result of Plaintiff's substantial assistance-including establishing key business contacts and facilitating operations-Defendant agreed to share profits with Plaintiff on sales regardless of which party originated the transaction. This agreement recognized Plaintiff's foundational role in enabling Defendant's access to those business opportunities.

15.

In acknowledgment of Plaintiff's contributions, Defendant has made partial payments to Plaintiff in accordance with their agreement and has expressly admitted to owing Plaintiff additional sums.

16.

Defendant continues to owe Plaintiff significant sums under the parties' agreement, which remain due and unpaid.

17.

As of the filing of this Complaint, Defendant has failed or refused to pay Plaintiff the outstanding amounts owed under the parties' agreement, despite Plaintiff's entitlement to such payment.

18.

Defendant's failure or refusal to remit payment to Plaintiff constitutes a material

breach of the parties' agreement.

19.

There are no set-offs or counterclaims against the amount owed to Plaintiff.

20.

As a direct and proximate result of Defendant's breach(es), Plaintiff has suffered damages and is entitled to recover an amount well in excess of Twenty-Five Thousand Dollars ($25,000.00), the precise amount to be determined at trial, together with all costs, interest, and attorneys' fees recoverable under the parties' agreement and applicable North Carolina law.

SECOND CLAIM FOR RELIEF Unjust Enrichment / Quantum Meruit In the Alternative

21.

The allegations contained in the preceding paragraphs are realleged and incorporated herein, except that no reference to a contract or agreement is made.

22.

In the alternative to Plaintiff's First Claim for Relief for Breach of Contract, and to the extent it is determined that the goods and services provided by Plaintiff were not governed by an enforceable contract, Plaintiff asserts this claim for unjust enrichment and quantum meruit.

23.

At Defendant's request and for Defendant's benefit, Plaintiff provided valuable goods and services, including but not limited to facilitating business operations, securing sales of Products, and establishing key commercial relationships essential to Defendant's business activities.

24.

Plaintiff provided the goods and services with the reasonable expectation of compensation.

25.

Defendant accepted and benefited from the goods and services provided by Plaintiff, and Plaintiff's efforts directly enabled Defendant to generate revenue and grow its business operations.

26.

Plaintiff's contributions were not made gratuitously, but with the reasonable and

well-understood expectation that Defendant would provide fair and reasonable compensation in exchange for the benefits received.

27.

Defendant knew or reasonably should have known that compensation was expected, and that the value of Plaintiff's goods and services was substantial.

28.

Despite accepting and benefiting from Plaintiff's contributions, Defendant has failed or refused to provide adequate compensation for the value received.

29.

As a result, Defendant has been unjustly enriched.

30.

Defendant's retention of the benefits conferred by Plaintiff without just compensation is inequitable, and as a direct and proximate result of such unjust enrichment, Plaintiff has suffered damages in an amount well in excess of Twenty-Five Thousand Dollars ($25,000.00), the precise amount to be determined at trial, together with all costs, interest, and attorneys' fees recoverable under applicable North Carolina law.

THIRD CLAIM FOR RELIEF Breach of Contract Implied in Fact

31.

The allegations contained in the preceding paragraphs are realleged and incorporated herein by reference.

32.

In the event that the express contract entered into between Plaintiff and Defendant does not support the recovery as prayed for herein, then Plaintiff alleges in the alternative that a contract implied in fact existed between Plaintiff and Defendant for the goods, services, and contributions for which outstanding compensation exists.

33.

Plaintiff provided valuable goods and services, including but not limited to facilitating business operations, securing sales of Products, and establishing key commercial relationships essential to Defendant's business activities.

34.

Defendant accepted and benefited from the goods and services provided by

Plaintiff, and Plaintiff's efforts directly enabled Defendant to generate revenue and grow its business operations.

35.

At the time Plaintiff provided valuable goods and services to Defendant, based on the acts, statements, and conduct of the parties, there was a clear understanding that Plaintiff was not providing said goods and services gratuitously, and that Defendant would be required to financially compensate Plaintiff for the same.

36.

Defendant's failure to compensate Plaintiff for the goods and services provided constitutes a material and substantial breach of a contract implied in fact, for which Defendant is liable.

37.

As a result of Defendant's breach of the contract implied in fact, Plaintiff has been damaged and is entitled to recover from Defendant an amount well in excess of Twenty-Five Thousand Dollars ($25,000.00), the precise amount to be determined at trial, together with all costs, interest, and attorneys' fees recoverable under applicable North Carolina law.

FOURTH CLAIM FOR RELIEF Conversion

38.

The allegations contained in the preceding paragraphs are realleged and incorporated herein by reference.

39.

Plaintiff performed all obligations under the terms of the agreement with Defendant, providing goods, services, and other benefits.

40.

Defendant received and accepted the goods, services, and benefits provided by Plaintiff, generated substantial profits from the same, and retained those profits for its own use and gain.

41.

Despite Plaintiff's performance and Defendant's acceptance of the goods, services, and benefits, Defendant has unlawfully retained possession of the property or funds rightfully

belonging to Plaintiff.

42.

Defendant's actions constitute an unauthorized exercise of dominion and control over Plaintiff's property, to the exclusion of Plaintiff's rights.

43.

As a direct and proximate result of Defendant's wrongful conduct, Plaintiff has been deprived of the use and enjoyment of the property or funds, and has suffered damages in an amount to be determined at trial.

44.

Plaintiff seeks recovery of the full value of the property or funds unlawfully converted by Defendant, along with interest, costs, and reasonably attorney's fees permitted by law.

FIFTH CLAIM FOR RELIEF Unfair and Deceptive Trade Practices, N.C. Gen. Stat. § 75-1.1, et. seq.

45.

The allegations contained in the preceding paragraphs are realleged and incorporated herein by reference.

46.

The acts and/or omissions of Defendant as herein alleged constitute unfair or deceptive acts or practices.

47.

Defendant made numerous explicit representations to Plaintiff regarding various business transactions, repeatedly assuring Plaintiff that it would be fairly compensated for its substantial efforts.

48.

However, these assurances were mere pretexts, as Defendant never had any intention of honoring those promises. Instead, Plaintiff was intentionally misled into believing that compensation would be forthcoming, leading Plaintiff to rely on Defendant's false assurances to its detriment.

49.

These actions exceed the scope of a mere breach of contract and instead reflect a deliberate, willful, and calculated scheme to exploit Plaintiff's substantial contributions.

50.

Plaintiff's efforts were critical to Defendant's success, including, but not limited to, introducing Defendant to key business contacts, providing comprehensive operational support, establishing test sites, facilitating the integration of complex firing mechanisms, generating valuable business leads, and advising on technical specifications and cost data-each of which was essential to the effective functioning and growth of Defendant's operations.

51.

Defendant's conduct reflects an intent to wrongfully benefit from Plaintiff's intellectual and operational contributions without compensating Plaintiff for its significant efforts.

52.

Defendant's conduct was intended to deprive Plaintiff of the benefits of its work and goodwill.

53.

The acts and/or omissions of Defendant as herein alleged were performed in or affecting commerce.

54.

The acts and/or omissions of Defendant as herein alleged constitute violations of the North Carolina Unfair and Deceptive Trade Practices Act.

55.

As a direct and proximate result of Defendant's violations of the North Carolina Unfair and Deceptive Trade Practices Act, Plaintiff has suffered damages for which Defendant is liable.

56.

Plaintiff is entitled to recover damages caused by Defendant's violations of the North Carolina Unfair and Deceptive Trade Practices Act, in an amount to be proven at trial, and to have the same trebled pursuant to N.C. Gen. Stat. § 75-16.

57.

Plaintiff is further entitled to recover its reasonable attorneys' fees for the prosecution of Defendant's violations of the North Carolina Unfair and Deceptive Trade Practices Act, pursuant to N.C. Gen. Stat. § 75-16.1.

WHEREFORE, Plaintiff respectfully prays this honorable Court grant the following relief:

That Plaintiff have and recover from Defendant an amount in excess of Twenty- Five Thousand Dollars ($25,000.00) pursuant to its First Claim for Relief for Breach of Contract; plus all pre- and post-judgment interest, and all costs and attorney's fees pursuant to the Contract, any applicable statute, or the equitable power of the Court;

That, in the alternative to Plaintiff's First Claim for Relief, Plaintiff have and recover of Defendant pursuant to its Second Claim for Relief for Unjust Enrichment / Quantum Meruit an amount to be proven at trial, plus interest, and all costs and attorneys' fees pursuant to any applicable statute, or the equitable power of the Court;

That Plaintiff have and recover from Defendant an amount in excess of Twenty- Five Thousand Dollars ($25,000.00) pursuant to its Third Claim for Relief for Breach of Contract Implied in Fact; plus all pre- and post-judgment interest, and all costs and attorneys' fees pursuant to any applicable statute, or the equitable power of the Court;

That Plaintiff have and recover from Defendant an amount in excess of Twenty- Five Thousand Dollars ($25,000.00) pursuant to its Fourth Claim for Relief for Conversion; plus all pre- and post-judgment interest allowed, and all costs and attorneys' fees pursuant to any applicable statute, or the equitable power of the Court;

That Plaintiff have and recover from Defendant an amount in excess of Twenty- Five Thousand Dollars ($25,000.00) pursuant to its Fifth Claim for Relief for Defendant's violations of N.C. Gen. Stat. § 75-1.1 et seq .; that those damages be trebled pursuant to N.C. Gen. Stat. § 75-16; and that Plaintiff recover its attorneys' fees pursuant to N.C. Gen. Stat. § 75-16.1, plus interests and costs;

That Plaintiff have and recover from Defendant its reasonable attorney's fees;

That the costs of this action be taxed against Defendant;

For a trial by jury on all issues so triable; and

That Plaintiff have and recover from Defendant such other and further relief as

the Court may deem appropriate.

This the 24th day of April 2025.

ANDERSON JONES, PLLC

/s/ Christian Lunghi CHRISTIAN LUNGHI NCSB #60978 Post Office Box 20248 Raleigh, NC 27619 Phone: (919) 277-2541 Fax: (919) 277-2544 clunghi@andersonandjones.com Attorney for Plaintiff

Original source file

No source file is attached yet. The record is ready for the PDF/media link when the attachment importer is connected.

File: cm-arg-v-cyberlux-durham-nc-exhibit-3.pdf
Source UID: source:1e64014a119888cec958ad3bc0fce9e80dfe3254b54ac6ad03283a9d534a0089
Full SHA-256: 1e64014a119888cec958ad3bc0fce9e80dfe3254b54ac6ad03283a9d534a0089

DISTIL analysis

Extracted text

Cm Arg V Cyberlux Durham Nc Exhibit 3 — Formatted Extract

Original source file