The evidence/CXF-S-450ABB31D2E7

Context source · CXF-S-450ABB31D2E7

Montague–Cyberlux original consulting agreement — effective 1 January 2019, Exhibit A

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claimallegation

Exhibit A contains the consulting agreement effective 1 January 2019 between Cyberlux, described as a Nevada corporation, and Montague Capit

Exhibit A contains the consulting agreement effective 1 January 2019 between Cyberlux, described as a Nevada corporation, and Montague Capital Partners LLC, described as a North Carolina company. The recitals incorporate Schedule 1. Accrued Obligations are defined as aggregate consulting fees payable for services provided as of the relevant date, accrued but not previously paid; this definition was visually recovered from text missed by OCR.

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Exhibit A Unofficial Copy Office of Marilyn Burgess District Clerk
claimallegation

Section 6.1 excludes specified revenue, profit, goodwill, anticipated savings, data, pure economic and special/consequential losses between

Section 6.1 excludes specified revenue, profit, goodwill, anticipated savings, data, pure economic and special/consequential losses between the parties. Notices are in writing by hand or certified return-receipt mail to the listed addresses. These are historical contractual terms, not a present ruling on recovery.

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ARTICLE VI Miscellaneous Limitation of Liability. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY ITS AFFILIATES, WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE) OR OTHERWISE HOWSOEVER ARISING FOR LOSS OF REVENUE, PROFIT, GOODWILL, ANTICIPATED SAVINGS, DATA OR OTHER PURE ECONOMIC LOSS OR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNATIVE OR CONSEQUENTIAL LOSSES, COSTS, LIABILITIES OR DAMAGES, WHETHER FORESEEABLE OR NOT, ARISING OUT OF, OR IN CONNECTION WITH, THE PERFORMANCE OR NON- PERFORMANCE OF ANY OBLIAGTIONS UNDER OR OTHERWISE RELATING TO THIS AGREEMENT. 6.2 Binding Effect. This Agreement shall be binding ypon, and inure to the benefit of, the successors and permitted assigns of Cyberlux and Consultant Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered by hand or mailed within the continental United States by first class certified mail, return receipt requested, postage prepaid, addressed as follows: of Mari (a) If to Cyberlux, to: Cyberlux 2933 South Miami Blvd Suite 24 Durham, NC 27703 (b) If to Consultant, to: Montague Capital Partners LLC 1601 Springview Lane Durham, NC 27705 -5. MOS
claimallegation

Section 6.4 assigns services and work produced for Cyberlux to Cyberlux, subject to payment of applicable consulting fees. Other clauses res

Section 6.4 assigns services and work produced for Cyberlux to Cyberlux, subject to payment of applicable consulting fees. Other clauses restrict assignment and encumbrance of payments, permit counterparts, provide North Carolina law and exclusive courts, require signed written amendments, and preserve Article IV, Section 5.2 and Article VI after termination.

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Any such address may be changed by written notice sent to the other parties at the last recorded address of the parties. 6.4 Ownership of Work Product. All services performed hereunder and all work produced by Consultant for Cyberlux shall become the sole property of Cyberlux and all rights, title and interest therein shall automatically vest in Cyberlux, subject to payment of the applicable Consulting Fees hereunder, and shall be deemed to be "work made for hire" and made in the course of the Services rendered hereunder 6.5 No Assignment; No Third Party Beneficiaries. Except as otherwise expressly provided in Section 6.1, this Agreement is not assignable by either party. No payment to be made hereunder shall be subject to alienation, sale, transfer, assignment, pledge, encumbrånce or other charge. 6.6 Execution in Counterparts. This Agreement may be executed by the parties hereto in one or more counterparts, each of which shall be deemed to be an original, but all such counterparts shall constitute one and the same instrument. Jurisdiction and Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the state of North Carolina. The parties agree to submit any dispute to the exclusive jurisdiction of the courts of North Carolina. Entire Agreement; Amendment. This Agreement embodies the entire understanding of the parties hereto, and supersedes all other oral or written agreements or understandings among them, regarding the subject matter hereof. No change, alteration or modification hereof may be made except in writing, signed by both of the parties hereto. 6.9 Headings. The headings in this Agreement are for convenience of reference only and shall not be construed as part of this Agreement or to limit or otherwise affect the meaning hereof. Survival. Notwithstanding anything to the contrary herein, Article IV, Section 5.2 and Article VI of this Agreement shall survive termination of this Agreement for any reason whatsoever. (Remainder of page left intentionally blank] cIal -6- DK MOS
claimallegation

Page 8 visibly bears signature marks at Mark Schmidt, CEO, and Denis Kalenja, Managing Member. Schedule 1 covers acquisition-target identifi

Page 8 visibly bears signature marks at Mark Schmidt, CEO, and Denis Kalenja, Managing Member. Schedule 1 covers acquisition-target identification/strategic advice, business-development opportunities and other reasonably requested services. It contains no Ukraine-specific five per cent commission clause. Visible marks are not independent signature authentication or proof of when ink was applied.

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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the day and year first above written. CYBERLUX CORPORATION By: _ mk Name: Mark Schmidt Title: CEO istrict Clerk MONTAGUE CAPITAL PARTNERS LLC By: Name: Denis Kalenja Title: Managing Member ce of Marilyn Burgess Di official Cop -7-
claimallegation

Affiliate and Control are defined by direct or indirect management/policy power through securities, contract or otherwise. These definitions

Affiliate and Control are defined by direct or indirect management/policy power through securities, contract or otherwise. These definitions do not identify any particular affiliate, controller or beneficial owner.

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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. "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. "Confidential Material" shall have the meaning set forth in Section 4.1. "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. DK MDS
claimallegation

Section 2 engages Montague for the scheduled services, taking instructions from Mark Schmidt or Cyberlux’s designated person. The engagement

Section 2 engages Montague for the scheduled services, taking instructions from Mark Schmidt or Cyberlux’s designated person. The engagement continues until at least fifteen days’ prior written termination notice or Article V termination. Montague promises honest, equitable, good-faith, workmanlike performance in Cyberlux and its affiliates’ interests.

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1.7 "Services" shall have the meaning set forth in the first preamble. 1.8 "Term" shall have the meaning set forth in Section 2.2 and shall include any extension as set forth therein. ARTICLE II Consultancy Engagement 2.1 Engagement. Cyberlux hereby engages Consultant to provide the Services during the Term, and Consultant hereby agrees to perform the Services in accordance with the terms and conditions set forth in this Agreement. Cyberlux acknowledges and agrees that Consultant shall have discretion concerning the location at which the Services shall be performed. Consultant shall take instructions from Mark Schmidt or such other person as may be specified by Cyberlux from time to time. 2.2 Term. The term of this Agreement shall commence on the date hereof and shall continue until terminated by either party upon no less than fifteen (15) days prior written notice or otherwise terminated in accordance with the terms of Article V hereof (the "Term'). 2.3 Performance. During the Term, Consultant agrees to take such actions as are reasonably necessary to provide the Services consistent with the engagement as set forth in Section 2.1 hereof. Consultant agrees to carry out its obligations hereunder honestly, equitably, in good faith and in the best interests of Cyberlux and its Affiliates. Consultant further warrants that all Services will be performed in a workmanlike and professional manner. 2.4 Independent Contractor Status. Consultant shall perform the Services under this Agreement as an independent contractor and nothing in this Agreement shall be deemed to create a partnership, joint venture or fiduciary relationship between Cyberlux and Consultant. Consultant shall at all times be an independent contractor and shall not be entitled to any benefits that are currently, or which may, in the future, be made available to employees of Cyberlux, including, without limitation, holiday pay, vacation pay, sick pay, group health insurance, life insurance, stock options, retirement benefits, bonuses, or workers' compensation benefits. Consultant shall not enter into any contracts in the name of Cyberlux or on behalf of Cyberlux or any Affiliate. ARTICLE III Remuneration Consulting Fee. As consideration for Consultant's performance of the Services, Cyberlux agrees to (i) grant Consultant a total of $40,000 per annum, commencing with January 1, 2019. -2- DK MDS
claimallegation

The agreement calls Montague an independent contractor, disclaims partnership, joint venture and fiduciary relationship, excludes employee b

The agreement calls Montague an independent contractor, disclaims partnership, joint venture and fiduciary relationship, excludes employee benefits, and prohibits entering contracts in Cyberlux’s or an affiliate’s name. The written allocation is not evidence that every later act respected this boundary.

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1.7 "Services" shall have the meaning set forth in the first preamble. 1.8 "Term" shall have the meaning set forth in Section 2.2 and shall include any extension as set forth therein. ARTICLE II Consultancy Engagement 2.1 Engagement. Cyberlux hereby engages Consultant to provide the Services during the Term, and Consultant hereby agrees to perform the Services in accordance with the terms and conditions set forth in this Agreement. Cyberlux acknowledges and agrees that Consultant shall have discretion concerning the location at which the Services shall be performed. Consultant shall take instructions from Mark Schmidt or such other person as may be specified by Cyberlux from time to time. 2.2 Term. The term of this Agreement shall commence on the date hereof and shall continue until terminated by either party upon no less than fifteen (15) days prior written notice or otherwise terminated in accordance with the terms of Article V hereof (the "Term'). 2.3 Performance. During the Term, Consultant agrees to take such actions as are reasonably necessary to provide the Services consistent with the engagement as set forth in Section 2.1 hereof. Consultant agrees to carry out its obligations hereunder honestly, equitably, in good faith and in the best interests of Cyberlux and its Affiliates. Consultant further warrants that all Services will be performed in a workmanlike and professional manner. 2.4 Independent Contractor Status. Consultant shall perform the Services under this Agreement as an independent contractor and nothing in this Agreement shall be deemed to create a partnership, joint venture or fiduciary relationship between Cyberlux and Consultant. Consultant shall at all times be an independent contractor and shall not be entitled to any benefits that are currently, or which may, in the future, be made available to employees of Cyberlux, including, without limitation, holiday pay, vacation pay, sick pay, group health insurance, life insurance, stock options, retirement benefits, bonuses, or workers' compensation benefits. Consultant shall not enter into any contracts in the name of Cyberlux or on behalf of Cyberlux or any Affiliate. ARTICLE III Remuneration Consulting Fee. As consideration for Consultant's performance of the Services, Cyberlux agrees to (i) grant Consultant a total of $40,000 per annum, commencing with January 1, 2019. -2- DK MDS
claimallegation

The stated annual consulting fee is $40,000 commencing 1 January 2019. An undisputed amount unpaid at the end of the twelve-month period is

The stated annual consulting fee is $40,000 commencing 1 January 2019. An undisputed amount unpaid at the end of the twelve-month period is deemed converted to a one-year promissory note; Montague may charge one per cent monthly interest on an undisputed balance and reserves conversion of principal and accrued interest at $0.0002 per common share. The agreement does not itself show a later balance, note issue or share conversion.

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1.7 "Services" shall have the meaning set forth in the first preamble. 1.8 "Term" shall have the meaning set forth in Section 2.2 and shall include any extension as set forth therein. ARTICLE II Consultancy Engagement 2.1 Engagement. Cyberlux hereby engages Consultant to provide the Services during the Term, and Consultant hereby agrees to perform the Services in accordance with the terms and conditions set forth in this Agreement. Cyberlux acknowledges and agrees that Consultant shall have discretion concerning the location at which the Services shall be performed. Consultant shall take instructions from Mark Schmidt or such other person as may be specified by Cyberlux from time to time. 2.2 Term. The term of this Agreement shall commence on the date hereof and shall continue until terminated by either party upon no less than fifteen (15) days prior written notice or otherwise terminated in accordance with the terms of Article V hereof (the "Term'). 2.3 Performance. During the Term, Consultant agrees to take such actions as are reasonably necessary to provide the Services consistent with the engagement as set forth in Section 2.1 hereof. Consultant agrees to carry out its obligations hereunder honestly, equitably, in good faith and in the best interests of Cyberlux and its Affiliates. Consultant further warrants that all Services will be performed in a workmanlike and professional manner. 2.4 Independent Contractor Status. Consultant shall perform the Services under this Agreement as an independent contractor and nothing in this Agreement shall be deemed to create a partnership, joint venture or fiduciary relationship between Cyberlux and Consultant. Consultant shall at all times be an independent contractor and shall not be entitled to any benefits that are currently, or which may, in the future, be made available to employees of Cyberlux, including, without limitation, holiday pay, vacation pay, sick pay, group health insurance, life insurance, stock options, retirement benefits, bonuses, or workers' compensation benefits. Consultant shall not enter into any contracts in the name of Cyberlux or on behalf of Cyberlux or any Affiliate. ARTICLE III Remuneration Consulting Fee. As consideration for Consultant's performance of the Services, Cyberlux agrees to (i) grant Consultant a total of $40,000 per annum, commencing with January 1, 2019. -2- DK MDS
claimallegation

Montague supplies its equipment. Expenses must follow Cyberlux policy, be itemised with receipts, and receive prior approval for individual

Montague supplies its equipment. Expenses must follow Cyberlux policy, be itemised with receipts, and receive prior approval for individual items above $100; properly incurred claims are reimbursable within thirty days of submission.

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(i1) 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) Al, 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. DK MDS
claimallegation

Confidential material is restricted to Cyberlux purposes during and after the term, remains Cyberlux property and must be returned on reques

Confidential material is restricted to Cyberlux purposes during and after the term, remains Cyberlux property and must be returned on request or termination. The restrictions expressly except qualifying public disclosure and disclosure required by a competent court or government authority. The covenant is not an unqualified prohibition on government disclosure.

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(i1) 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) Al, 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. DK MDS
claimallegation

Non-solicitation runs for one year after termination and covers interference with customer/contractual and employee/officer relationships. S

Non-solicitation runs for one year after termination and covers interference with customer/contractual and employee/officer relationships. Section 4.3 contains an unusual limit referring to the annual consulting fee paid and names Fusion as the induced party, although Cyberlux and Montague are the named parties. That drafting text is preserved; Fusion is not silently substituted or treated as an established additional party.

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4.2 Non-solicitation. Consultant agrees that for a period of one (1) year from any termination of this Agreement, it will not and will ensure that none of its employees, on behalf of Consultant or on behalf of any other person, directly or indirectly, (i) solicit any person that is a customer, client or has or had a contractual relationship with Cyberlux or any Affiliate to discontinue, terminate, cancel or retrain from doing business with Cyberlux or any Affiliate, or in any way interfere with the relationship between such person and Cyberlux or one or more of its Affiliates, or (ii) solicit any person that is an employee or officer of Cyberlux or any Affiliate to terminate employment with such company or in any way interfere with the relationship between such person and such company. 4.3 Enforcement. (a) If any provision of this Agreement or application to any person, place or circumstance, shall be held by a court of competent jurisdiction or be found in an arbitration proceeding to be invalid, unenforceable or void, the remainder of this Agreement and such provisions as applied to any person, place and circumstance shall remain in full force and effect. It is the intention of Cyberlux and Consultant that the covenants contained in this Article IV shall be enforced to the extent of the per annum Consulting Fee paid to Consultant (but no greater extent) in time, area and degree of participation as is permitted by the law of the jurisdiction whose law is found to be applicable to the acts allegedly in breach of this Agreement. (b) The covenants contained in this Article IV are given by Consultant as part of the consideration for this Agreement and as an inducement to Fusion to enter into this Agreement and accept the obligations hereunder. ARTICLE V Termination 5.1 Termination of Agreement. This Agreement shall terminate as provided in Section 2.2 hereof 5.2 Obligations of Cyberlux Upon Expiration of the Term or Other Termination. Cyberlux shall pay to Consultant all Accrued Obligations in a lump sum within fifteen (15) days after the date of expiration of the Term or other termination of Consultant's engagement hereunder. DK MDS
claimallegation

Article V cross-refers to termination under Section 2.2 and requires Cyberlux to pay accrued obligations in a lump sum within fifteen days a

Article V cross-refers to termination under Section 2.2 and requires Cyberlux to pay accrued obligations in a lump sum within fifteen days after expiration or termination. No actual termination date or unpaid sum is supplied here.

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4.2 Non-solicitation. Consultant agrees that for a period of one (1) year from any termination of this Agreement, it will not and will ensure that none of its employees, on behalf of Consultant or on behalf of any other person, directly or indirectly, (i) solicit any person that is a customer, client or has or had a contractual relationship with Cyberlux or any Affiliate to discontinue, terminate, cancel or retrain from doing business with Cyberlux or any Affiliate, or in any way interfere with the relationship between such person and Cyberlux or one or more of its Affiliates, or (ii) solicit any person that is an employee or officer of Cyberlux or any Affiliate to terminate employment with such company or in any way interfere with the relationship between such person and such company. 4.3 Enforcement. (a) If any provision of this Agreement or application to any person, place or circumstance, shall be held by a court of competent jurisdiction or be found in an arbitration proceeding to be invalid, unenforceable or void, the remainder of this Agreement and such provisions as applied to any person, place and circumstance shall remain in full force and effect. It is the intention of Cyberlux and Consultant that the covenants contained in this Article IV shall be enforced to the extent of the per annum Consulting Fee paid to Consultant (but no greater extent) in time, area and degree of participation as is permitted by the law of the jurisdiction whose law is found to be applicable to the acts allegedly in breach of this Agreement. (b) The covenants contained in this Article IV are given by Consultant as part of the consideration for this Agreement and as an inducement to Fusion to enter into this Agreement and accept the obligations hereunder. ARTICLE V Termination 5.1 Termination of Agreement. This Agreement shall terminate as provided in Section 2.2 hereof 5.2 Obligations of Cyberlux Upon Expiration of the Term or Other Termination. Cyberlux shall pay to Consultant all Accrued Obligations in a lump sum within fifteen (15) days after the date of expiration of the Term or other termination of Consultant's engagement hereunder. DK MDS
otherattribution

Cyberlux undertakes to pay the $40,000 annual consulting fee for the services.

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1.7 "Services" shall have the meaning set forth in the first preamble. 1.8 "Term" shall have the meaning set forth in Section 2.2 and shall include any extension as set forth therein. ARTICLE II Consultancy Engagement 2.1 Engagement. Cyberlux hereby engages Consultant to provide the Services during the Term, and Consultant hereby agrees to perform the Services in accordance with the terms and conditions set forth in this Agreement. Cyberlux acknowledges and agrees that Consultant shall have discretion concerning the location at which the Services shall be performed. Consultant shall take instructions from Mark Schmidt or such other person as may be specified by Cyberlux from time to time. 2.2 Term. The term of this Agreement shall commence on the date hereof and shall continue until terminated by either party upon no less than fifteen (15) days prior written notice or otherwise terminated in accordance with the terms of Article V hereof (the "Term'). 2.3 Performance. During the Term, Consultant agrees to take such actions as are reasonably necessary to provide the Services consistent with the engagement as set forth in Section 2.1 hereof. Consultant agrees to carry out its obligations hereunder honestly, equitably, in good faith and in the best interests of Cyberlux and its Affiliates. Consultant further warrants that all Services will be performed in a workmanlike and professional manner. 2.4 Independent Contractor Status. Consultant shall perform the Services under this Agreement as an independent contractor and nothing in this Agreement shall be deemed to create a partnership, joint venture or fiduciary relationship between Cyberlux and Consultant. Consultant shall at all times be an independent contractor and shall not be entitled to any benefits that are currently, or which may, in the future, be made available to employees of Cyberlux, including, without limitation, holiday pay, vacation pay, sick pay, group health insurance, life insurance, stock options, retirement benefits, bonuses, or workers' compensation benefits. Consultant shall not enter into any contracts in the name of Cyberlux or on behalf of Cyberlux or any Affiliate. ARTICLE III Remuneration Consulting Fee. As consideration for Consultant's performance of the Services, Cyberlux agrees to (i) grant Consultant a total of $40,000 per annum, commencing with January 1, 2019. -2- DK MDS
entityobservation

Cyberlux Corporation

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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. "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. "Confidential Material" shall have the meaning set forth in Section 4.1. "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. DK MDS
entityobservation

Montague Capital Partners LLC

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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. "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. "Confidential Material" shall have the meaning set forth in Section 4.1. "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. DK MDS
entityobservation

Mark Schmidt

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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the day and year first above written. CYBERLUX CORPORATION By: _ mk Name: Mark Schmidt Title: CEO istrict Clerk MONTAGUE CAPITAL PARTNERS LLC By: Name: Denis Kalenja Title: Managing Member ce of Marilyn Burgess Di official Cop -7-
entityobservation

Denis Kalenja

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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the day and year first above written. CYBERLUX CORPORATION By: _ mk Name: Mark Schmidt Title: CEO istrict Clerk MONTAGUE CAPITAL PARTNERS LLC By: Name: Denis Kalenja Title: Managing Member ce of Marilyn Burgess Di official Cop -7-
eventattribution

Agreement states effect from 1 January 2019; actual signature timing is not independently established.

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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. "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. "Confidential Material" shall have the meaning set forth in Section 4.1. "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. DK MDS
inferenceinference

The agreement establishes the written baseline of compensation, authority and services. A claim for Ukraine commissions requires the later t

The agreement establishes the written baseline of compensation, authority and services. A claim for Ukraine commissions requires the later terms or another instrument; the original scheduled services alone do not supply a five per cent entitlement.

inferenceinference

A contractual conversion option is not an issued security or proof of control. Its financial effect depends on accrued undisputed balances a

A contractual conversion option is not an issued security or proof of control. Its financial effect depends on accrued undisputed balances and actual exercise.

otherattribution

Complete supplied 9-page source reviewed at SHA-256 450abb31d2e7ed00bec523f6ff3130102a798e20893c226bc4542c77cf67b311. Source assertions, ori

Complete supplied 9-page source reviewed at SHA-256 450abb31d2e7ed00bec523f6ff3130102a798e20893c226bc4542c77cf67b311. Source assertions, original visual features, filing/communication context and identified missing attachments are retained. No unexamined later court outcome is inferred.

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Exhibit A Unofficial Copy Office of Marilyn Burgess District Clerk
questionquestion

What invoices, payments, undisputed balances, note records and conversion notices establish actual use of the 2019 remuneration provisions?

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What executed amendments and termination notices govern the later relationship, and how were the Fusion reference and fee-linked enforcement

What executed amendments and termination notices govern the later relationship, and how were the Fusion reference and fee-linked enforcement wording treated?

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What written authorisations and performance records establish whether subsequent contracting acts stayed within the independent-contractor b

What written authorisations and performance records establish whether subsequent contracting acts stayed within the independent-contractor boundary?

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CONNECT

Reviewed relationships

The canvas follows the database: source to DISTIL record, DISTIL record to knowledge object, then reviewed relationship. Position alone means nothing.

The stated annual consulting fee is $40,000 commencing 1 January 2019. An undisputed amount unpaid at the end of the twelve-month period is deemed converted to a one-year promissory note; Montague may charge one per cent monthly interest on an undisputed balance and reserves conversion of principal and accrued interest at $0.0002 per common share. The agreement does not itself show a later balance, note issue or share conversion.referencesThe parties acknowledge $250,000 outstanding under the old agreement: $125,000 overdue more than a year and another $125,000 eligible for the specified note mechanism from 31 December 2023. Cyberlux must give ten business days’ notice before superior or pari passu indebtedness; an election within five business days triggers prior note issue and a UCC filing. The text also promises a confession-of-judgment affidavit and UCC statement. Referenced note and affidavit forms are not included in this sixteen-page exhibit.

The restatement acknowledges an old balance under the original arrangement; this is not an extra payment or proof the balance remains unpaid.

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The agreement calls Montague an independent contractor, disclaims partnership, joint venture and fiduciary relationship, excludes employee benefits, and prohibits entering contracts in Cyberlux’s or an affiliate’s name. The written allocation is not evidence that every later act respected this boundary.referencesThe independent-contractor clause disclaims association, partnership, joint venture, employment and agency; Montague cannot bind Cyberlux or make agreements or representations for it without prior written consent. Employee benefits and employer withholding are excluded and Montague provides the stated tax indemnity.

2019 no-contract boundary and 2023 written-consent boundary are version-specific; no implied universal authority from sourcing work.

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The stated annual consulting fee is $40,000 commencing 1 January 2019. An undisputed amount unpaid at the end of the twelve-month period is deemed converted to a one-year promissory note; Montague may charge one per cent monthly interest on an undisputed balance and reserves conversion of principal and accrued interest at $0.0002 per common share. The agreement does not itself show a later balance, note issue or share conversion.referencesNew base fees are $250,000 annually in equal monthly instalments on the first business day, commencing 3 January 2023. Montague is responsible for its taxes and receives a 1099-NEC. This new fee is distinct from the acknowledged $250,000 old balance.

Annual fee changes from $40,000 to $250,000; preserve governing period and separate old balance.

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The stated annual consulting fee is $40,000 commencing 1 January 2019. An undisputed amount unpaid at the end of the twelve-month period is deemed converted to a one-year promissory note; Montague may charge one per cent monthly interest on an undisputed balance and reserves conversion of principal and accrued interest at $0.0002 per common share. The agreement does not itself show a later balance, note issue or share conversion.referencesExpenses require receipts and written advance consent above $100, with thirty-day reimbursement. Section 3.5 allows one per cent monthly interest starting fifteen days after a due date, subject to the commission provision. Year-end note election provides one-year term, one per cent compounded monthly and conversion at the prior trading day’s closing share price, subject to adjustment. This is not the fixed $0.0002 option of the old text, and overlapping interest clauses must not be mechanically doubled.

Original fixed conversion price and later prior-trading-day mechanism differ; determine applicable instrument, do not merge rates.

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The stated annual consulting fee is $40,000 commencing 1 January 2019. An undisputed amount unpaid at the end of the twelve-month period is deemed converted to a one-year promissory note; Montague may charge one per cent monthly interest on an undisputed balance and reserves conversion of principal and accrued interest at $0.0002 per common share. The agreement does not itself show a later balance, note issue or share conversion.referencesThe stated annual consulting fee is $40,000 commencing 1 January 2019. An undisputed amount unpaid at the end of the twelve-month period is deemed converted to a one-year promissory note; Montague may charge one per cent monthly interest on an undisputed balance and reserves conversion of principal and accrued interest at $0.0002 per common share. The agreement does not itself show a later balance, note issue or share conversion.

Same2019fee and note provisions in separate enclosure/exhibit copies; not another debt.

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The stated annual consulting fee is $40,000 commencing 1 January 2019. An undisputed amount unpaid at the end of the twelve-month period is deemed converted to a one-year promissory note; Montague may charge one per cent monthly interest on an undisputed balance and reserves conversion of principal and accrued interest at $0.0002 per common share. The agreement does not itself show a later balance, note issue or share conversion.supportsDoes this original agreement itself grant a Ukraine five per cent commission?

Specifically named source propositions support the bounded distinction or question.

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The agreement calls Montague an independent contractor, disclaims partnership, joint venture and fiduciary relationship, excludes employee benefits, and prohibits entering contracts in Cyberlux’s or an affiliate’s name. The written allocation is not evidence that every later act respected this boundary.supportsThe agreement establishes the written baseline of compensation, authority and services. A claim for Ukraine commissions requires the later terms or another instrument; the original scheduled services alone do not supply a five per cent entitlement.

Specifically named source propositions support the bounded distinction or question.

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Non-solicitation runs for one year after termination and covers interference with customer/contractual and employee/officer relationships. Section 4.3 contains an unusual limit referring to the annual consulting fee paid and names Fusion as the induced party, although Cyberlux and Montague are the named parties. That drafting text is preserved; Fusion is not silently substituted or treated as an established additional party.supportsWhat executed amendments and termination notices govern the later relationship, and how were the Fusion reference and fee-linked enforcement wording treated?

Specifically named source propositions support the bounded distinction or question.

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The agreement calls Montague an independent contractor, disclaims partnership, joint venture and fiduciary relationship, excludes employee benefits, and prohibits entering contracts in Cyberlux’s or an affiliate’s name. The written allocation is not evidence that every later act respected this boundary.supportsWhat written authorisations and performance records establish whether subsequent contracting acts stayed within the independent-contractor boundary?

Specifically named source propositions support the bounded distinction or question.

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Section 6.4 assigns services and work produced for Cyberlux to Cyberlux, subject to payment of applicable consulting fees. Other clauses restrict assignment and encumbrance of payments, permit counterparts, provide North Carolina law and exclusive courts, require signed written amendments, and preserve Article IV, Section 5.2 and Article VI after termination.supportsWhat executed amendments and termination notices govern the later relationship, and how were the Fusion reference and fee-linked enforcement wording treated?

Specifically named source propositions support the bounded distinction or question.

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The stated annual consulting fee is $40,000 commencing 1 January 2019. An undisputed amount unpaid at the end of the twelve-month period is deemed converted to a one-year promissory note; Montague may charge one per cent monthly interest on an undisputed balance and reserves conversion of principal and accrued interest at $0.0002 per common share. The agreement does not itself show a later balance, note issue or share conversion.supportsWhat invoices, payments, undisputed balances, note records and conversion notices establish actual use of the 2019 remuneration provisions?

Specifically named source propositions support the bounded distinction or question.

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Section 2 engages Montague for the scheduled services, taking instructions from Mark Schmidt or Cyberlux’s designated person. The engagement continues until at least fifteen days’ prior written termination notice or Article V termination. Montague promises honest, equitable, good-faith, workmanlike performance in Cyberlux and its affiliates’ interests.supportsWhat written authorisations and performance records establish whether subsequent contracting acts stayed within the independent-contractor boundary?

Specifically named source propositions support the bounded distinction or question.

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Page 8 visibly bears signature marks at Mark Schmidt, CEO, and Denis Kalenja, Managing Member. Schedule 1 covers acquisition-target identification/strategic advice, business-development opportunities and other reasonably requested services. It contains no Ukraine-specific five per cent commission clause. Visible marks are not independent signature authentication or proof of when ink was applied.supportsDoes this original agreement itself grant a Ukraine five per cent commission?

Specifically named source propositions support the bounded distinction or question.

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Confidence 75%Link weight 50%
The stated annual consulting fee is $40,000 commencing 1 January 2019. An undisputed amount unpaid at the end of the twelve-month period is deemed converted to a one-year promissory note; Montague may charge one per cent monthly interest on an undisputed balance and reserves conversion of principal and accrued interest at $0.0002 per common share. The agreement does not itself show a later balance, note issue or share conversion.supportsThe agreement establishes the written baseline of compensation, authority and services. A claim for Ukraine commissions requires the later terms or another instrument; the original scheduled services alone do not supply a five per cent entitlement.

Specifically named source propositions support the bounded distinction or question.

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Confidence 75%Link weight 50%
Page 8 visibly bears signature marks at Mark Schmidt, CEO, and Denis Kalenja, Managing Member. Schedule 1 covers acquisition-target identification/strategic advice, business-development opportunities and other reasonably requested services. It contains no Ukraine-specific five per cent commission clause. Visible marks are not independent signature authentication or proof of when ink was applied.supportsThe agreement establishes the written baseline of compensation, authority and services. A claim for Ukraine commissions requires the later terms or another instrument; the original scheduled services alone do not supply a five per cent entitlement.

Specifically named source propositions support the bounded distinction or question.

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Confidence 75%Link weight 50%
The stated annual consulting fee is $40,000 commencing 1 January 2019. An undisputed amount unpaid at the end of the twelve-month period is deemed converted to a one-year promissory note; Montague may charge one per cent monthly interest on an undisputed balance and reserves conversion of principal and accrued interest at $0.0002 per common share. The agreement does not itself show a later balance, note issue or share conversion.supportsA contractual conversion option is not an issued security or proof of control. Its financial effect depends on accrued undisputed balances and actual exercise.

Specifically named source propositions support the bounded distinction or question.

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Confidence 75%Link weight 50%
Article V cross-refers to termination under Section 2.2 and requires Cyberlux to pay accrued obligations in a lump sum within fifteen days after expiration or termination. No actual termination date or unpaid sum is supplied here.supportsWhat invoices, payments, undisputed balances, note records and conversion notices establish actual use of the 2019 remuneration provisions?

Specifically named source propositions support the bounded distinction or question.

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Confidence 75%Link weight 50%

WEIGH

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