Each card carries the governed distillate name from the database. Open the quoted anchor before relying on the interpretation.
quotationattribution
Cyberlux acknowledges $250,000 outstanding and payable under the prior agreement, including $125,000 overdue more than a year.
Read the anchor · page 3
2
1.4 Cyberlux shall provide Consultant with access to its premises, materials,
information and systems to the extent reasonably necessary for the performance of the
Services. Unless otherwise specified in Schedule 1, Consultant shall furnish, at Consultant’s
own expense, the materials, equipment (e.g. computer, cell phone), and other resources
necessary to perform the Services.
1.5 Consultant shall comply in all reasonable respects with all third-party access
rules and procedures communicated to Consultant in writing by Cyberlux, including those
related to safety, security, and confidentiality.
2. TERM. Other than as expressly set forth herein in respect of provisions of this
Agreement which relate to services provided under the Existing Agreement, the term of this
Agreement shall commence as of the date set forth above and shall continue for a period of three
years or until earlier terminated by either party hereto upon no less than fifteen (15) days’ prior
written notice in accordance with Section 10 (the “Term”). Any extension of the Term will be
subject to mutual written agreement between Consultant and Cyberlux.
3. FEES AND EXPENSES.
3.1 The Parties agree and acknowledge that $250,000.00 of fees remain
outstanding and payable by Cyberlux to Consultant under the Existing Agreement. The
Parties agree and acknowledge that $125,000.00 of such amount has been due and owing in
excess of one year, and therefore, in accordance with the terms of the Existing Agreement,
Consultant has a right, at any time, to require a promissory note be made by Cyberlux
payable to Consultant, on, and subject to the terms contemplated by the Existing Agreement.
In accordance with the terms of the Existing Agreement, Consultant may require that
Cyberlux make a promissory note for the remaining $125,000.00 outstanding under the
Existing Agreement upon the terms contemplated thereby from December 31, 2023.
Cyberlux shall inform Consultant no less than 10 business days prior to entering into any
indebtedness which would by its terms be superior in right of payment to, or ranked pari
passu with the promissory notes that Consultant may require be issued pursuant to this
Section 3.1. If, within five business days of such notice, Consultant elects to require
Cyberlux to issue a promissory note under this Section 3.1, (a) Cyberlux shall issue such
promissory note(s) to Consultant prior to entering into the indebtedness as to which
Cyberlux is required to provide notice hereunder, and (b) Cyberlux shall cause to be filed in
favor of Consultant a UCC Financing Statement in respect of its obligations to Consultant.
For the avoidance of doubt, attached hereto as Exhibit A, is the form of promissory note
Cyberlux agrees to issue and make in the above amounts upon demand therefor by
Consultant. In furtherance of the recognition of the aggregate amount overdue and owning
under the Existing Agreement, Cyberlux agrees to execute an Affidavit of Confession of
Judgement substantially in the form attached hereto as Exhibit B and cause to be filed a
UCC Financing Statement in respect of the obligations evidenced by such promissory note.
3.2 As base compensation for the Services and the rights granted to Cyberlux in
this Agreement, Cyberlux shall pay Consultant a fixed fee of $250,000.00 (the “Fees”) per
annum, payable in equal monthly installments on the first business day of each month,
commencing January 3, 2023. Consultant acknowledges that Consultant will receive an IRS
UnofficialCopyOfficeofMarilynBurgessDistrictClerk
claimallegation
Exhibit B contains the agreement stated effective 1 January 2023 between Cyberlux Corporation and Montague Capital Partners LLC. It restates
Exhibit B contains the agreement stated effective 1 January 2023 between Cyberlux Corporation and Montague Capital Partners LLC. It restates the 2019 agreement and recites prior performance. Scope is agreed between Denis Kalenja and Mark Schmidt or a Cyberlux designee; Cyberlux does not direct the manner, time or place of performance.
Read the anchor · page 1
Exhibit B
Unofficial Copy Office of Marilyn Burgess District Clerk
claimallegation
Expenses require receipts and written advance consent above $100, with thirty-day reimbursement. Section 3.5 allows one per cent monthly int
Expenses 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.
Read the anchor · page 5
4
confirm the amounts payable as Commission. In respect of any underpayment of
Commission, Cyberlux will pay interest on such underpayment at a rate of one percent
(1%) per month; provided that if any payment in respect of any Commissionable
Contract is underpaid by an amount in excess of ten percent (10%) of the amount
payable thereunder in any month, the Parties agree that such underpayment represents
willful misconduct or gross negligence on the part of Cyberlux, and must be cured
within ten (10) business days with an additional payment premium of an amount equal
to ten (10) percent of the underpayment amount. If at any time, either Party determines
that Cyberlux has overpaid any Commission, Consultant shall promptly repay the
amount of such overpayment to Cyberlux, or, at the option of Cyberlux, Cyberlux may
offset the amount of such overpayment against the payment of future Commissions. If
the Parties are in disagreement as to the existence of an underpayment or overpayment
of Commission, they shall use good faith efforts to settle their disagreement regarding
such amount. If despite their efforts, they are unable to reach agreement regarding the
amount of any overpayment or underpayment, they shall mutually engage an
independent accountant to review the applicable records of Cyberlux. The
determination of such accountant as to such overpayment or underpayment shall be
final and binding on the Parties. If the amount of a disputed underpayment is greater
than 50% of the amount of the underpayment claimed by Consultant, Cyberlux shall
bear the cost of the independent accountant. Otherwise the Parties shall equally bear
the cost of the accountant in determining the amount of underpayment. If the amount
of a disputed overpayment is less than 50% of the amount of the overpayment claimed
by Cyberlux, Cyberlux shall bear the cost of the independent accountant. Otherwise,
the Parties shall equally bear the cost of the accountant in determining the amount of
overpayment.
3.4 Cyberlux agrees to reimburse Consultant for any out-of-pocket expenses
incurred by Consultant in compliance with Cyberlux’s existing expense policy (as applicable
to executive officers of Cyberlux). Notwithstanding any contrary provision of such policy
Consultant understands and agrees that it shall be required to (a) provide itemized expense
reimbursement requests together with copies of all receipts, and (b) obtain the written
consent of Cyblerlux prior to incurring any individual expense in excess of $100.00.
Consultant understands and agrees that failure to comply with the provisions of this Section
3.4 in respect of any expense may result in non-reimbursement of such expense. Cyberlux
will reimburse Consultant for all expenses incurred in compliance with this Section 3.4
within 30 days of submission of the applicable reimbursement request.
3.5 Consultant shall have the right to charge interest on any unpaid Fees,
Commission and expenses at the rate of one percent (1.0%) per month, commencing 15 days
after the due date thereof, subject to the additional amount in respect of underpaid
Commission set forth in Section 3.3 above. At the election of Consultant, Cyberlux will at
the end of any calendar year for which amounts payable remain outstanding, provide a
promissory note in favor of Consultant (or Consultant’s designee(s)), substantially in the
form of Exhibit A hereto, and providing, among other things, for (a) a one-year term, (b)
interest thereon at a rate of 1% per month, compounded monthly, and (c) conversion of
principal and interest thereon, at the election of Consultant (or Consultant’s designee(s)) into
common stock of Cyberlux, subject to adjustment, at the closing price per common share as
UnofficialCopyOfficeofMarilynBurgessDistrictClerk
claimallegation
The independent-contractor clause disclaims association, partnership, joint venture, employment and agency; Montague cannot bind Cyberlux or
The 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.
Read the anchor · page 6
5
quoted by OTC Markets Group Inc. (or such other market or exchange on which the
common stock may be listed or quoted from time to time) on the trading day immediately
prior to the issuance of such promissory note.
4. RELATIONSHIP OF THE PARTIES.
4.1 Consultant are an independent contractor of Cyberlux, and this Agreement
shall not be construed to create any association, partnership, joint venture, employment, or
agency relationship between Consultant and Cyberlux for any purpose. Consultant have no
authority (and shall not hold Consultant out as having authority) to bind Cyberlux and
Consultant shall not make any agreements or representations on Cyberlux’s behalf without
Cyberlux’s prior written consent.
4.2 Without limiting Section 4.1, Consultant will not be eligible to participate in
any vacation, group medical or life insurance, disability, profit sharing or retirement
benefits, or any other fringe benefits or benefit plans offered by Cyberlux to its employees,
and Cyberlux will not be responsible for withholding or paying any income, payroll, Social
Security, or other federal, state, or local taxes, making any insurance contributions,
including for unemployment or disability, or obtaining workers’ compensation insurance on
Consultant’s behalf. Consultant shall be responsible for, and shall indemnify Cyberlux
against, all such taxes or contributions, including penalties and interest.
5. INTELLECTUAL PROPERTY RIGHTS.
5.1 All results and proceeds of the Services performed under this Agreement
including any deliverables hereunder, shall be owned exclusively by Cyberlux. Consultant
acknowledges and agrees that any and all work product that may qualify as “work made for
hire” as defined in the Copyright Act of 1976 (17 U.S.C. § 101) (the “Work Product”) is
hereby deemed “work made for hire” for Cyberlux and all copyrights therein shall
automatically and immediately vest in Cyberlux. To the extent that any Work Product does
not constitute “work made for hire,” Consultant hereby irrevocably assigns to Cyberlux and
its successors and assigns, for no additional consideration, Consultant’s entire right, title,
and interest in and to such Work Product and all intellectual property rights therein,
including the right to sue, counterclaim, and recover for all past, present, and future
infringement, misappropriation, or dilution thereof.
5.2 To the extent any copyrights are assigned under this Section 5, Consultant
hereby irrevocably waives in favor of Cyberlux, to the extent permitted by applicable law,
any and all claims Consultant may now or hereafter have in any jurisdiction to all rights of
paternity or attribution, integrity, disclosure, and withdrawal and any other rights that may
be known as “moral rights” in relation to all Work Product to which the assigned copyrights
apply.]
UnofficialCopyOfficeofMarilynBurgessDistrictClerk
claimallegation
Work product is assigned to Cyberlux, with work-for-hire treatment where applicable, an alternative assignment, limited moral-rights waiver
Work product is assigned to Cyberlux, with work-for-hire treatment where applicable, an alternative assignment, limited moral-rights waiver and cooperation duties. Pre-existing materials incorporated into deliverables receive a broad perpetual licence; company materials and marks have restricted service-related use, including limited non-sublicensable sublicences to permitted subcontractors.
Read the anchor · page 6
5
quoted by OTC Markets Group Inc. (or such other market or exchange on which the
common stock may be listed or quoted from time to time) on the trading day immediately
prior to the issuance of such promissory note.
4. RELATIONSHIP OF THE PARTIES.
4.1 Consultant are an independent contractor of Cyberlux, and this Agreement
shall not be construed to create any association, partnership, joint venture, employment, or
agency relationship between Consultant and Cyberlux for any purpose. Consultant have no
authority (and shall not hold Consultant out as having authority) to bind Cyberlux and
Consultant shall not make any agreements or representations on Cyberlux’s behalf without
Cyberlux’s prior written consent.
4.2 Without limiting Section 4.1, Consultant will not be eligible to participate in
any vacation, group medical or life insurance, disability, profit sharing or retirement
benefits, or any other fringe benefits or benefit plans offered by Cyberlux to its employees,
and Cyberlux will not be responsible for withholding or paying any income, payroll, Social
Security, or other federal, state, or local taxes, making any insurance contributions,
including for unemployment or disability, or obtaining workers’ compensation insurance on
Consultant’s behalf. Consultant shall be responsible for, and shall indemnify Cyberlux
against, all such taxes or contributions, including penalties and interest.
5. INTELLECTUAL PROPERTY RIGHTS.
5.1 All results and proceeds of the Services performed under this Agreement
including any deliverables hereunder, shall be owned exclusively by Cyberlux. Consultant
acknowledges and agrees that any and all work product that may qualify as “work made for
hire” as defined in the Copyright Act of 1976 (17 U.S.C. § 101) (the “Work Product”) is
hereby deemed “work made for hire” for Cyberlux and all copyrights therein shall
automatically and immediately vest in Cyberlux. To the extent that any Work Product does
not constitute “work made for hire,” Consultant hereby irrevocably assigns to Cyberlux and
its successors and assigns, for no additional consideration, Consultant’s entire right, title,
and interest in and to such Work Product and all intellectual property rights therein,
including the right to sue, counterclaim, and recover for all past, present, and future
infringement, misappropriation, or dilution thereof.
5.2 To the extent any copyrights are assigned under this Section 5, Consultant
hereby irrevocably waives in favor of Cyberlux, to the extent permitted by applicable law,
any and all claims Consultant may now or hereafter have in any jurisdiction to all rights of
paternity or attribution, integrity, disclosure, and withdrawal and any other rights that may
be known as “moral rights” in relation to all Work Product to which the assigned copyrights
apply.]
UnofficialCopyOfficeofMarilynBurgessDistrictClerk
claimallegation
Confidentiality requires authorised use and prompt loss/disclosure notice within two business days. Public and qualifying third-party inform
Confidentiality requires authorised use and prompt loss/disclosure notice within two business days. Public and qualifying third-party information are excluded. Required court/government disclosure is permitted within its required scope, with notice unless prohibited; DTSA language preserves qualifying confidential reports to officials/attorneys and sealed proceedings. These express exceptions must accompany any confidentiality summary.
Read the anchor · page 7
6
5.3 Consultant shall make full and prompt written disclosure to Cyberlux of any
inventions or processes, as such terms are defined in 35 U.S.C. § 100, that constitute Work
Product, whether or not such inventions or processes are patentable or protected as trade
secrets.
5.4 Upon the reasonable request of Cyberlux, during and after the Term,
Consultant shall, at the expense of Cyberlux, promptly take such further actions, including
execution and delivery of all appropriate instruments of conveyance, and provide such
further cooperation, as may be reasonably necessary to assist Cyberlux to apply for,
prosecute, register, maintain, perfect, record, or enforce its rights in any Work Product and
all intellectual property rights therein.
5.5 Notwithstanding Section 5.1, to the extent that any of Consultant’s pre-existing
materials are incorporated in or combined with any deliverable hereunder, Consultant
hereby grants to Cyberlux an irrevocable, worldwide, perpetual, royalty-free, non-exclusive
license to use, publish, reproduce, perform, display, distribute, modify, prepare derivative
works based upon, make, have made, sell, offer to sell, import, and otherwise exploit such
preexisting materials and derivative works thereof.
5.6 As between Consultant and Cyberlux, Cyberlux is, and will remain, the sole
and exclusive owner of all right, title, and interest in and to any documents, specifications,
data, know-how, methodologies, software, and other materials provided to Consultant by
Cyberlux (“Company Materials”), and all intellectual property rights therein. Consultant
has no right or license to reproduce or use any Company Materials except solely during the
Term to the extent reasonably necessary to perform Consultant’s obligations under this
Agreement. All other rights in and to Company Materials are expressly reserved by
Cyberlux. Consultant have no right or license to use Cyberlux’s trademarks, service marks,
trade names, logos, symbols, or brand names, other than in connection with the provision of
Services hereunder, including the marketing of Cyberlux’s products or services in respect of
Commissionable Contracts or work orders. Notwithstanding any other provision hereof,
Consultant may sub-license such limited use of Cyberlux’s trademarks, service marks, trade
names, logos, symbols, and brand names, on a royalty free, non-sublicensable basis to its
permitted sub-contractors.
6. CONFIDENTIALITY.
6.1 Consultant acknowledges that Consultant will have, and has had pursuant to
the Existing Agreement, access to information that is treated as confidential and proprietary
by Cyberlux including without limitation, trade secrets, technology, and information
pertaining to business operations and strategies, of Cyberlux and its affiliates, in each case
whether spoken, written, printed, electronic, or in any other form or medium (collectively,
the “Confidential Information”). Any Confidential Information that Consultant access or
develop in connection with the Services, including but not limited to any Work Product,
shall be subject to the terms and conditions of this clause. Consultant agree to treat all
Confidential Information as confidential, not to disclose Confidential Information or permit
UnofficialCopyOfficeofMarilynBurgessDistrictClerk
claimallegation
Both parties make authority/performance and compliance representations with the stated material-impact qualification. Cyberlux’s Section 7.2
Both parties make authority/performance and compliance representations with the stated material-impact qualification. Cyberlux’s Section 7.2(b) text refers to Consultant indebtedness/assets in its own warranty. The wording is retained as a drafting issue; no missing intended language is supplied.
Read the anchor · page 9
8
7. REPRESENTATIONS AND WARRANTIES.
7.1 Consultant represents and warrants to Cyberlux that:
(a) Consultant has the right to enter into this Agreement, to grant the rights
granted herein, and to perform all of Consultant’s obligations in this Agreement;
(b) Consultant’s entering into this Agreement with Cyberlux and
Consultant’s performance of the Services (i) does not and will not conflict with or
result in any breach or default under any of Consultant’s constitutional documents, or
(ii) conflict with or result in a breach or default under any (A) instrument of
indebtedness of Consultant, or (B) any material agreement by which Consultant or its
assets are bound;
(c) Consultant has the required skill, experience, and qualifications to
perform the Services, Consultant shall perform the Services in a professional and
workmanlike manner in accordance with generally recognized industry standards for
similar services and Consultant shall devote sufficient resources to ensure that the
Services are performed in a timely and reliable manner;
(d) Consultant shall perform the Services in compliance with all applicable
federal, state, and local laws and regulations, including by maintaining all licenses,
permits, and registrations required to perform the Services, unless non-compliance
therewith is not reasonably expected to have a material impact on Consultant’s ability
to perform the Services as required hereby; and
(e) all Work Product to the best of Consultant’s knowledge, does not and
will not violate or infringe upon the intellectual property right or any other right
whatsoever of any person, firm, corporation, or other entity.
7.2 Cyberlux hereby represents and warrants to Consultant that:
(a) it has the full right, power, and authority to enter into this Agreement
and to perform its obligations hereunder;
(b) Cyberlux’s entering into this Agreement with Consultant and
Cyberlux’s performance of its obligations hereunder (i) does not and will not conflict
with or result in any breach or default under any of Cyberlux’s constitutional
documents, or (ii) conflict with or result in a breach or default under any (A)
instrument of indebtedness of Consultant, or (B) any material agreement by which
Consultant or its assets are bound;
(c) Cyberlux shall perform its obligations hereunder in compliance with all
applicable federal, state, and local laws and regulations, including by maintaining all
licenses, permits, and registrations required to perform its obligations, unless noncompliance therewith is not reasonably expected to have a material impact on
Cyberlux’s ability to perform its obligations; and
UnofficialCopyOfficeofMarilynBurgessDistrictClerk
claimallegation
Section 8.1 gives Consultant Indemnitees broad indemnity to the greatest extent permitted by Nevada law, covering actual or alleged acts, br
Section 8.1 gives Consultant Indemnitees broad indemnity to the greatest extent permitted by Nevada law, covering actual or alleged acts, breaches, actions and inquiries including testimony, and known/unknown prior or later matters. Advancement text mentions five-business-day reimbursement, retainers, anticipated-cost escrow and participation time. It alternates Cyberlux and Consultant Indemnitees and refers to Sections 8.3/8.4 that are absent here. Those visually confirmed inconsistencies limit a clean reading of precise beneficiary and mechanism; the exhibit proves neither payment nor enforceability of every term.
Read the anchor · page 10
9
(d) the execution of this Agreement by its representative whose signature is
set forth at the end of this Agreement has been duly authorized by all necessary
corporate action.
8. INDEMNIFICATION AND ADVANCEMENT.
8.1 Cyberlux shall defend, indemnify, and hold harmless Consultant and its
affiliates and their officers, directors, employees, agents, successors, and assigns
(collectively, “Consultant Indemnitees”) from and against all losses, damages, liabilities,
deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of
whatever kind (including reasonable attorneys’ fees, collectively “Costs” ) to the greatest
extent permitted by the laws of the State of Nevada arising out of or resulting from:
(a) bodily injury, death of any person, damage to real or tangible personal
property, or any other cost imposed on any Consultant Indemnitee resulting directly or
indirectly in whole or in part from Cyberlux’s actual or alleged acts or omissions; or
(b) breach of any representation, warranty, or obligation under this
Agreement or the Existing Agreement; or
(c) any action brought against, or inquiry made of, Cyberlux (whether in
connection with the Existing Agreement, this Agreement or otherwise) or Consultant
(in connection with the Existing Agreement, this Agreement or otherwise relating to
any Consultant Indemnitee’s services to or relationship with Cyberlux), whether or not
any Consultant Indemnitee, is named (as a co-defendant or otherwise), or is required
to provide testimony.
For the avoidance of doubt, the indemnification provided pursuant to this Section 8.1 shall
relate to any and all matters whether know or unknown to either Party on the date hereof,
whether choate or inchoate, whether threatened or not on the date hereof, and whether
arising prior to, on, or after the date hereof.
8.2 In connection with indemnification pursuant to Section 8.1, Cyberlux
Indemnitees will be entitled to retain counsel of their own choosing (and separate counsel
for each Cyberlux Indemnitee to the extent such Cyberlux Indemnitees may have separate
defenses or actual or potential conflicts of interests such that they cannot reasonably be
expected to be represented by a single firm or counsel). In connection with its
indemnification obligations under Section 8.3, Cyberlux will advance all expenses to the
greatest extent permitted by the laws of the State of Nevada. In furtherance thereof, at any
time that indemnification may be sought under Section 8.1 or the coverage of Costs under
this Section 8.2, in addition to the reimbursement of Costs, as incurred (within five business
days of invoice therefor), including, without limitation, the advance payment of any retainer
amount reasonably requested by counsel to Consultant Indemnitees (or any of them),
Cyberlux shall deposit with counsel to Consultant Idemnitee, to hold in escrow, an amount
reasonably anticipated by such counsel to reflect the aggregate amount of Costs in
connection with such indemnifiable matter. In addition, each Cyberlux Indemnitee shall be
UnofficialCopyOfficeofMarilynBurgessDistrictClerk
claimallegation
Non-solicitation applies during the term and one year afterwards, with a preceding ninety-day window for certain contractual relationships.
Non-solicitation applies during the term and one year afterwards, with a preceding ninety-day window for certain contractual relationships. Without-cause termination requires fifteen days’ written notice. Early Cyberlux termination triggers the greater of prior twelve-month average monthly amounts times remaining months or $20,000 times remaining months to the third anniversary, subject to the clause. This is a contingent formula, not an already adjudicated debt.
Read the anchor · page 11
10
compensated at such Consultant Indemnitee’s normal hourly rate for the time reasonably
required for such Consultant Indemnitee to provide testimony, assert a defense or otherwise
participate in an action in respect of which indemnification is required pursuant to Section
8.3, which amount shall be payable promptly upon invoice therefor. If any amount payable
under Section 8.3 or this Section 8.4 is not paid when due and payable hereunder, counsel to
such Consultant Indemnitee is hereby permitted in such counsel’s reasonable discretion to
release amounts from escrow to the applicable Consultant Indemnitee(s).
9. NON-SOLICITATION.
9.1 Consultant agrees that during the term of this Agreement, and for a period of
one (1) year after the termination hereof, without the prior consent of Cyberlux, Consultant
will not, and will ensure that its employees do not, on behalf of Consultant or any other
person, directly or indirectly, (a) solicit any person that is a customer, client or has or had
within the 90-day period prior thereto a contractual relationship with Cyblerlux or any of its
subsidiaries to discontinue, terminate, cancel or refrain from doing business with Cyblerlux
or any of its subsidiaries, or in any way interfere with the relationship between such person
and Cyberlux or any of its subsidiaries, or (ii) solicit any person that is then an officer or
employee of Cyberlux or any of its subsidiaries to terminate employment with such
company or in any way interfere with the relationship between such person and such
company.
10. TERMINATION.
10.1 Either Party may terminate this Agreement without cause upon 15 days’
written notice to the other Party. In the event of termination pursuant to this Section 10.1,
Consultant shall retain any monthly Fee theretofore paid by Cyblerlux. In addition,
(a) if this Agreement is terminated by Cyberlux prior to the third (3d)
anniversary of the Effective Date, Cyberlux shall pay Consultant an amount equal to
the greater of (i) the average monthly amount payable hereunder and under the
Existing Agreement during the twelve (12) month period immediately preceding such
termination multiplied by the number of months between the date of such termination
and the third (3rd) anniversary of the Effective Date, and (ii) twenty thousand dollars
($20,000.00) multiplied by the number of months between the date of such
termination and the third (3rd) anniversary of the Effective Date.
(b) Expense reimbursement shall be due and payable by Cyblerlux upon
presentment of an expense reimbursement request complying with the requirements of
Section 3.5; for Costs pursuant to Section 8, and as set forth above.
(c) Commissions shall continue to be payable in respect of
Commissionable Contracts for the greater of (i) a period of two (2) years following a
UnofficialCopyOfficeofMarilynBurgessDistrictClerk
claimallegation
Commissions after termination continue for the greater of two years or through the third anniversary. Material breach may permit immediate w
Commissions after termination continue for the greater of two years or through the third anniversary. Material breach may permit immediate written termination if incurable or uncured after ten days; consequences differ according to the breaching party, and contested breach/payment questions go to the designated court. The tail is more qualified than a universal two-year shorthand.
Read the anchor · page 11
10
compensated at such Consultant Indemnitee’s normal hourly rate for the time reasonably
required for such Consultant Indemnitee to provide testimony, assert a defense or otherwise
participate in an action in respect of which indemnification is required pursuant to Section
8.3, which amount shall be payable promptly upon invoice therefor. If any amount payable
under Section 8.3 or this Section 8.4 is not paid when due and payable hereunder, counsel to
such Consultant Indemnitee is hereby permitted in such counsel’s reasonable discretion to
release amounts from escrow to the applicable Consultant Indemnitee(s).
9. NON-SOLICITATION.
9.1 Consultant agrees that during the term of this Agreement, and for a period of
one (1) year after the termination hereof, without the prior consent of Cyberlux, Consultant
will not, and will ensure that its employees do not, on behalf of Consultant or any other
person, directly or indirectly, (a) solicit any person that is a customer, client or has or had
within the 90-day period prior thereto a contractual relationship with Cyblerlux or any of its
subsidiaries to discontinue, terminate, cancel or refrain from doing business with Cyblerlux
or any of its subsidiaries, or in any way interfere with the relationship between such person
and Cyberlux or any of its subsidiaries, or (ii) solicit any person that is then an officer or
employee of Cyberlux or any of its subsidiaries to terminate employment with such
company or in any way interfere with the relationship between such person and such
company.
10. TERMINATION.
10.1 Either Party may terminate this Agreement without cause upon 15 days’
written notice to the other Party. In the event of termination pursuant to this Section 10.1,
Consultant shall retain any monthly Fee theretofore paid by Cyblerlux. In addition,
(a) if this Agreement is terminated by Cyberlux prior to the third (3d)
anniversary of the Effective Date, Cyberlux shall pay Consultant an amount equal to
the greater of (i) the average monthly amount payable hereunder and under the
Existing Agreement during the twelve (12) month period immediately preceding such
termination multiplied by the number of months between the date of such termination
and the third (3rd) anniversary of the Effective Date, and (ii) twenty thousand dollars
($20,000.00) multiplied by the number of months between the date of such
termination and the third (3rd) anniversary of the Effective Date.
(b) Expense reimbursement shall be due and payable by Cyblerlux upon
presentment of an expense reimbursement request complying with the requirements of
Section 3.5; for Costs pursuant to Section 8, and as set forth above.
(c) Commissions shall continue to be payable in respect of
Commissionable Contracts for the greater of (i) a period of two (2) years following a
UnofficialCopyOfficeofMarilynBurgessDistrictClerk
claimallegation
Return, delivery, erasure and certification duties generally run within five business days of termination or request, but backups and materi
Return, delivery, erasure and certification duties generally run within five business days of termination or request, but backups and materials reasonably anticipated for litigation, arbitration or government process are expressly retained. Listed provisions survive termination. The contract does not require indiscriminate destruction of evidence.
Read the anchor · page 12
11
termination pursuant to the first sentence of this Section 10.1 and (ii) through the third
(3d) anniversary of the Effective Date.
10.2 Either Party may terminate this Agreement, effective immediately upon written
notice to the other Party, if the other Party materially breaches this Agreement, and such
breach is incapable of cure, or with respect to a material breach capable of cure, the other
party does not cure such breach within ten (10) days after receipt of written notice of such
breach. If Cyberlux is the breaching party, then Cyberlux shall be obliged to pay the
amounts set forth in Section 10.1 above, and such other damages as may be applicable in
connection with such breach. If Consultant is the breaching party, Cyberlux shall be obliged
to pay the amounts set forth in Section 10.1(b) and (c) above. If the Parties do not agree as to
the existence or materiality of a breach or who breached the Agreement, or if there is a
sequence of alleged breaches cannot agree as to the appropriate payments to Consultant in
respect thereof, the existence of any such breach, and the payment obligations under this
Section 10.2, shall be determined by a court of competent jurisdiction pursuant to Section
13.
10.3 Upon expiration or termination of this Agreement for any reason, or at any
other time upon Cyberlux’s written request, Consultant shall promptly, and in any event
within five (5) business days after such expiration, termination or request:
(a) deliver to Cyberlux all deliverables (whether complete or incomplete)
and all materials, equipment, and other property provided for Consultant’s use by
Cyberlux;
(b) deliver to Cyberlux all tangible documents and other media, including
any; copies, containing, reflecting, incorporating, or based on the Confidential
Information; provided that any copies, containing, reflecting, incorporating, or based
on the Confidential Information included in Consultant’s back-up systems may remain
in such systems;
(c) permanently erase all of the Confidential Information from
Consultant’s computer systems; provided that any materials reasonably anticipated to
be required in connection with litigation regarding a breach of this Agreement or other
litigation, arbitration, or government process may be maintained for such purposes,
and any copies, containing, reflecting, incorporating, or based on the Confidential
Information included in Consultant’s back-up systems may remain in such systems;
and
(d) certify in writing to Cyberlux that Consultant have complied with the
requirements of this clause.
10.4 The terms and conditions of this Section, Section 3.3, Section 4, Section 5,
Section 6, Section 7, Section 8, Section 10.1, Section 10.2, Section 10.3, Section 11, Section
12, Section 13, and Section 14 shall survive the expiration or termination of this Agreement.
UnofficialCopyOfficeofMarilynBurgessDistrictClerk
claimallegation
Assignment generally requires consent, while permitted subcontracting remains Montague’s responsibility. Confidentiality/non-solicitation br
Assignment generally requires consent, while permitted subcontracting remains Montague’s responsibility. Confidentiality/non-solicitation breach supports seeking equitable relief, not an automatic injunction. North Carolina law and exclusive state/federal venue are specified with express exceptions elsewhere. Notices require receipt or evidence of receipt; integration, signed amendments, severability and electronic counterparts are stated.
Read the anchor · page 13
12
11. ASSIGNMENT. Neither Party shall assign any rights, or delegate any obligations,
under this Agreement without the other Party’s prior written consent. Subcontracting by the
Consultant shall not be deemed an assignment, for so long as Consultant remains responsible for
the Services provided hereunder whether directly by Consultant, or by a sub-contractor. Any
assignment in violation of the foregoing shall be deemed null and void. No payment to be made
hereunder shall be subject to alienation, sale, transfer, assignment, pledge, encumbrance or other
charge. Subject to the limits on assignment stated above, this Agreement will inure to the benefit
of, be binding on, and be enforceable against each of the Parties and their respective successors
and assigns.
12. REMEDIES. In the event Consultant breaches or threatens to breach Section 6 or
Section 9, Consultant hereby acknowledges and agrees that money damages would not afford an
adequate remedy and that Cyberlux shall be entitled to seek a temporary or permanent injunction
or other equitable relief restraining such breach or threatened breach from any court of
competent jurisdiction without the necessity of showing any actual damages. Any equitable relief
shall be in addition to, not in lieu of, legal remedies, monetary damages, or other available forms
of relief.
13. GOVERNING LAW, JURISDICTION, AND VENUE. Except as expressly otherwise
set forth herein, this Agreement and all related documents and all matters arising out of or
relating to this Agreement and the Services provided hereunder, whether sounding in contract,
tort, or statute for all purposes shall be governed by and construed in accordance with the laws of
the State of North Carolina, without giving effect to any conflict of laws principles that would
cause the laws of any jurisdiction other than those of the State of North Carolina to apply. Any
action or proceeding by either of the Parties to enforce this Agreement shall be brought only in
any state or federal court located in the State of North Carolina. The Parties hereby irrevocably
submit to the exclusive jurisdiction of these courts and waive the defense of inconvenient forum
to the maintenance of any action or proceeding in such venue.
14. MISCELLANEOUS.
14.1 All notices, requests, consents, claims, demands, waivers, and other
communications hereunder (each, a “Notice”) shall be in writing and addressed to the
Parties at the addresses set forth on the first page of this Agreement (or to such other address
that may be designated by the receiving party from time to time in accordance with this
Section). All Notices shall be delivered by personal delivery, nationally recognized
overnight courier (with all fees prepaid), email (with confirmation of receipt), or certified or
registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise
provided in this Agreement, a Notice is effective only if (a) the receiving Party has received
the Notice or (b) the Party giving the Notice has received evidence of receipt (e.g. electronic
confirmation, courier notice of delivery, or return receipt).
UnofficialCopyOfficeofMarilynBurgessDistrictClerk
claimallegation
The term is three years subject to earlier termination on at least fifteen days’ written notice; extension requires mutual writing. Access a
The term is three years subject to earlier termination on at least fifteen days’ written notice; extension requires mutual writing. Access and resources are allocated between the parties and communicated third-party access/security rules apply.
Read the anchor · page 3
2
1.4 Cyberlux shall provide Consultant with access to its premises, materials,
information and systems to the extent reasonably necessary for the performance of the
Services. Unless otherwise specified in Schedule 1, Consultant shall furnish, at Consultant’s
own expense, the materials, equipment (e.g. computer, cell phone), and other resources
necessary to perform the Services.
1.5 Consultant shall comply in all reasonable respects with all third-party access
rules and procedures communicated to Consultant in writing by Cyberlux, including those
related to safety, security, and confidentiality.
2. TERM. Other than as expressly set forth herein in respect of provisions of this
Agreement which relate to services provided under the Existing Agreement, the term of this
Agreement shall commence as of the date set forth above and shall continue for a period of three
years or until earlier terminated by either party hereto upon no less than fifteen (15) days’ prior
written notice in accordance with Section 10 (the “Term”). Any extension of the Term will be
subject to mutual written agreement between Consultant and Cyberlux.
3. FEES AND EXPENSES.
3.1 The Parties agree and acknowledge that $250,000.00 of fees remain
outstanding and payable by Cyberlux to Consultant under the Existing Agreement. The
Parties agree and acknowledge that $125,000.00 of such amount has been due and owing in
excess of one year, and therefore, in accordance with the terms of the Existing Agreement,
Consultant has a right, at any time, to require a promissory note be made by Cyberlux
payable to Consultant, on, and subject to the terms contemplated by the Existing Agreement.
In accordance with the terms of the Existing Agreement, Consultant may require that
Cyberlux make a promissory note for the remaining $125,000.00 outstanding under the
Existing Agreement upon the terms contemplated thereby from December 31, 2023.
Cyberlux shall inform Consultant no less than 10 business days prior to entering into any
indebtedness which would by its terms be superior in right of payment to, or ranked pari
passu with the promissory notes that Consultant may require be issued pursuant to this
Section 3.1. If, within five business days of such notice, Consultant elects to require
Cyberlux to issue a promissory note under this Section 3.1, (a) Cyberlux shall issue such
promissory note(s) to Consultant prior to entering into the indebtedness as to which
Cyberlux is required to provide notice hereunder, and (b) Cyberlux shall cause to be filed in
favor of Consultant a UCC Financing Statement in respect of its obligations to Consultant.
For the avoidance of doubt, attached hereto as Exhibit A, is the form of promissory note
Cyberlux agrees to issue and make in the above amounts upon demand therefor by
Consultant. In furtherance of the recognition of the aggregate amount overdue and owning
under the Existing Agreement, Cyberlux agrees to execute an Affidavit of Confession of
Judgement substantially in the form attached hereto as Exhibit B and cause to be filed a
UCC Financing Statement in respect of the obligations evidenced by such promissory note.
3.2 As base compensation for the Services and the rights granted to Cyberlux in
this Agreement, Cyberlux shall pay Consultant a fixed fee of $250,000.00 (the “Fees”) per
annum, payable in equal monthly installments on the first business day of each month,
commencing January 3, 2023. Consultant acknowledges that Consultant will receive an IRS
UnofficialCopyOfficeofMarilynBurgessDistrictClerk
claimallegation
The signature page visibly bears marks for Mark Schmidt as CEO and Denis Kalenja as Managing Member, despite native text showing blank signa
The signature page visibly bears marks for Mark Schmidt as CEO and Denis Kalenja as Managing Member, despite native text showing blank signature lines. Schedule 1 lists acquisition/business development and other requested services. Schedule 2 identifies Ukraine drone business including Order 220/9169 of 21 September 2022 for 1,000 FlightEye KOA031831 units plus training/service/maintenance. The schedule is a contractual description, not an attached governmental purchase order or proof of deliveries.
Read the anchor · page 15
14
IN WITNESS WHEREOF, the Parties have executed this Agreement with the signatures of
their duly authorized representatives, effective as of the date first written above.
CYBERLUX CORPORATION
By:....................................... ................ .. ...
Name: Mark Schmidt
Title: CEO
ACCEPTED AND AGREED:
MONTAGUE CAPITAL PARTNERS LLC
By:...... .................................. ......................
Name: Denis Kalenja
Title: Managing Member UnofficialCopyOfficeofMarilynBurgessDistrictClerk
claimallegation
The parties acknowledge $250,000 outstanding under the old agreement: $125,000 overdue more than a year and another $125,000 eligible for th
The 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.
Read the anchor · page 3
2
1.4 Cyberlux shall provide Consultant with access to its premises, materials,
information and systems to the extent reasonably necessary for the performance of the
Services. Unless otherwise specified in Schedule 1, Consultant shall furnish, at Consultant’s
own expense, the materials, equipment (e.g. computer, cell phone), and other resources
necessary to perform the Services.
1.5 Consultant shall comply in all reasonable respects with all third-party access
rules and procedures communicated to Consultant in writing by Cyberlux, including those
related to safety, security, and confidentiality.
2. TERM. Other than as expressly set forth herein in respect of provisions of this
Agreement which relate to services provided under the Existing Agreement, the term of this
Agreement shall commence as of the date set forth above and shall continue for a period of three
years or until earlier terminated by either party hereto upon no less than fifteen (15) days’ prior
written notice in accordance with Section 10 (the “Term”). Any extension of the Term will be
subject to mutual written agreement between Consultant and Cyberlux.
3. FEES AND EXPENSES.
3.1 The Parties agree and acknowledge that $250,000.00 of fees remain
outstanding and payable by Cyberlux to Consultant under the Existing Agreement. The
Parties agree and acknowledge that $125,000.00 of such amount has been due and owing in
excess of one year, and therefore, in accordance with the terms of the Existing Agreement,
Consultant has a right, at any time, to require a promissory note be made by Cyberlux
payable to Consultant, on, and subject to the terms contemplated by the Existing Agreement.
In accordance with the terms of the Existing Agreement, Consultant may require that
Cyberlux make a promissory note for the remaining $125,000.00 outstanding under the
Existing Agreement upon the terms contemplated thereby from December 31, 2023.
Cyberlux shall inform Consultant no less than 10 business days prior to entering into any
indebtedness which would by its terms be superior in right of payment to, or ranked pari
passu with the promissory notes that Consultant may require be issued pursuant to this
Section 3.1. If, within five business days of such notice, Consultant elects to require
Cyberlux to issue a promissory note under this Section 3.1, (a) Cyberlux shall issue such
promissory note(s) to Consultant prior to entering into the indebtedness as to which
Cyberlux is required to provide notice hereunder, and (b) Cyberlux shall cause to be filed in
favor of Consultant a UCC Financing Statement in respect of its obligations to Consultant.
For the avoidance of doubt, attached hereto as Exhibit A, is the form of promissory note
Cyberlux agrees to issue and make in the above amounts upon demand therefor by
Consultant. In furtherance of the recognition of the aggregate amount overdue and owning
under the Existing Agreement, Cyberlux agrees to execute an Affidavit of Confession of
Judgement substantially in the form attached hereto as Exhibit B and cause to be filed a
UCC Financing Statement in respect of the obligations evidenced by such promissory note.
3.2 As base compensation for the Services and the rights granted to Cyberlux in
this Agreement, Cyberlux shall pay Consultant a fixed fee of $250,000.00 (the “Fees”) per
annum, payable in equal monthly installments on the first business day of each month,
commencing January 3, 2023. Consultant acknowledges that Consultant will receive an IRS
UnofficialCopyOfficeofMarilynBurgessDistrictClerk
claimallegation
New base fees are $250,000 annually in equal monthly instalments on the first business day, commencing 3 January 2023. Montague is responsib
New 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.
Read the anchor · page 3
2
1.4 Cyberlux shall provide Consultant with access to its premises, materials,
information and systems to the extent reasonably necessary for the performance of the
Services. Unless otherwise specified in Schedule 1, Consultant shall furnish, at Consultant’s
own expense, the materials, equipment (e.g. computer, cell phone), and other resources
necessary to perform the Services.
1.5 Consultant shall comply in all reasonable respects with all third-party access
rules and procedures communicated to Consultant in writing by Cyberlux, including those
related to safety, security, and confidentiality.
2. TERM. Other than as expressly set forth herein in respect of provisions of this
Agreement which relate to services provided under the Existing Agreement, the term of this
Agreement shall commence as of the date set forth above and shall continue for a period of three
years or until earlier terminated by either party hereto upon no less than fifteen (15) days’ prior
written notice in accordance with Section 10 (the “Term”). Any extension of the Term will be
subject to mutual written agreement between Consultant and Cyberlux.
3. FEES AND EXPENSES.
3.1 The Parties agree and acknowledge that $250,000.00 of fees remain
outstanding and payable by Cyberlux to Consultant under the Existing Agreement. The
Parties agree and acknowledge that $125,000.00 of such amount has been due and owing in
excess of one year, and therefore, in accordance with the terms of the Existing Agreement,
Consultant has a right, at any time, to require a promissory note be made by Cyberlux
payable to Consultant, on, and subject to the terms contemplated by the Existing Agreement.
In accordance with the terms of the Existing Agreement, Consultant may require that
Cyberlux make a promissory note for the remaining $125,000.00 outstanding under the
Existing Agreement upon the terms contemplated thereby from December 31, 2023.
Cyberlux shall inform Consultant no less than 10 business days prior to entering into any
indebtedness which would by its terms be superior in right of payment to, or ranked pari
passu with the promissory notes that Consultant may require be issued pursuant to this
Section 3.1. If, within five business days of such notice, Consultant elects to require
Cyberlux to issue a promissory note under this Section 3.1, (a) Cyberlux shall issue such
promissory note(s) to Consultant prior to entering into the indebtedness as to which
Cyberlux is required to provide notice hereunder, and (b) Cyberlux shall cause to be filed in
favor of Consultant a UCC Financing Statement in respect of its obligations to Consultant.
For the avoidance of doubt, attached hereto as Exhibit A, is the form of promissory note
Cyberlux agrees to issue and make in the above amounts upon demand therefor by
Consultant. In furtherance of the recognition of the aggregate amount overdue and owning
under the Existing Agreement, Cyberlux agrees to execute an Affidavit of Confession of
Judgement substantially in the form attached hereto as Exhibit B and cause to be filed a
UCC Financing Statement in respect of the obligations evidenced by such promissory note.
3.2 As base compensation for the Services and the rights granted to Cyberlux in
this Agreement, Cyberlux shall pay Consultant a fixed fee of $250,000.00 (the “Fees”) per
annum, payable in equal monthly installments on the first business day of each month,
commencing January 3, 2023. Consultant acknowledges that Consultant will receive an IRS
UnofficialCopyOfficeofMarilynBurgessDistrictClerk
claimallegation
Section 3.3 grants two per cent of gross amounts payable under sourced commercial contracts, except five per cent for Ukraine-related contra
Section 3.3 grants two per cent of gross amounts payable under sourced commercial contracts, except five per cent for Ukraine-related contracts; joint ventures, licences and software-as-service arrangements are included. Listed contracts and subsequently sourced relationships/work orders fall within the described mechanism. Statements and commission payments are due in the first five business days of each month, with a stated two-year post-service period.
Read the anchor · page 4
3
Form 1099-NEC from Cyberlux, and that Consultant shall be solely responsible for all
federal, state, and local taxes, as set out in Section 4.2.
3.3
(a) In addition to the Fees, Consultant shall be entitled to receive two
percent (2%), with the exception of any Ukraine-related commercial contracts for
which the Consultant shall be entited to five percent (5%),of the gross amounts
payable to Cyberlux (the “Commission”) under commercial contracts sourced by
Consultant, including, without limitation, the proceeds of joint ventures, licenses and
software as service agreements (collectively, the “Commissionable Contracts”).
Commissionable Contracts, including designated lines of business, work orders, and
similar in effect on the date hereof are listed on Schedule 2 hereto. From time to time,
Consultant shall provide Cyberlux with names of persons (entities or natural persons)
with whom Consultant reasonably believes Cyberlux could enter into a commercially
beneficial contract and/or work orders sourced by or through Consultant. Unless
otherwise directed by Cyberlux, Consultant shall pursue a commercial relationship
with such persons for the benefit of Cyberlux. If and when Cyberlux enters into a
commercial relationship with any such person, such commercial relationship, together
with all related work orders, shall be deemed a Commissionable Contract hereunder.
During the term hereof, and for two years after the termination of the provision of
Services under this Agreement, Cyberlux will, within the first five (5) business days of
each month provide Consultant with a statement of all payments made under
Commissionable Contracts in the prior month, together with payment of the
Commission in respect thereof. Consultant shall have the absolute right to sub-contract
the establishment of commercial relationships, and the sourcing of work orders to be
covered by this Section 3.3. and Consultant may split any Commission payable
pursuant to this Section 3.3 with any one or more such persons. At the reasonable
request of the Consultant, Cyberlux shall seek to make payments of such split
Commissions directly to such persons, as may be requested from time to time by
Consultant.
(b) Cyberlux agrees and acknowledges that Consultant or an affiliate of
Consultant may have a pre-existing relationship with one or more parties with whom
Cyberlux enters into a Commissionable Contract, including without limitation an
ownership interest in a counterparty to Cyberlux.Such pre-existing relationship may
cause a conflict of interest between Consultant and Cyberlux in respect of any
Commissionable Contract. In addition, Cyberlux may be required to disclose such a
Commissionable Contract as a “related party transaction,” and may have internal
procedures in respect of “related party transactions.” Commissions (and Fees and
expenses (pursuant to Section 3.4)) shall be payable hereunder despite any interest
Consultant may have in Cyberlux’s counterparty to any such Commissionable
Contract.
(c) For so long as Commissions are payable pursuant to this Section 3.3
and for a period of two years thereafter, Consultant shall have access to the books and
records of Cyberlux in respect of all Commissionable Contracts in order to review and
UnofficialCopyOfficeofMarilynBurgessDistrictClerk
claimallegation
Montague has an express right to subcontract commercial sourcing and split commissions, and Cyberlux shall seek direct payments to those per
Montague has an express right to subcontract commercial sourcing and split commissions, and Cyberlux shall seek direct payments to those persons on reasonable request. This permits a contractual route for third-party compensation but identifies no actual subcontractor, recipient, payment or improper purpose.
Read the anchor · page 4
3
Form 1099-NEC from Cyberlux, and that Consultant shall be solely responsible for all
federal, state, and local taxes, as set out in Section 4.2.
3.3
(a) In addition to the Fees, Consultant shall be entitled to receive two
percent (2%), with the exception of any Ukraine-related commercial contracts for
which the Consultant shall be entited to five percent (5%),of the gross amounts
payable to Cyberlux (the “Commission”) under commercial contracts sourced by
Consultant, including, without limitation, the proceeds of joint ventures, licenses and
software as service agreements (collectively, the “Commissionable Contracts”).
Commissionable Contracts, including designated lines of business, work orders, and
similar in effect on the date hereof are listed on Schedule 2 hereto. From time to time,
Consultant shall provide Cyberlux with names of persons (entities or natural persons)
with whom Consultant reasonably believes Cyberlux could enter into a commercially
beneficial contract and/or work orders sourced by or through Consultant. Unless
otherwise directed by Cyberlux, Consultant shall pursue a commercial relationship
with such persons for the benefit of Cyberlux. If and when Cyberlux enters into a
commercial relationship with any such person, such commercial relationship, together
with all related work orders, shall be deemed a Commissionable Contract hereunder.
During the term hereof, and for two years after the termination of the provision of
Services under this Agreement, Cyberlux will, within the first five (5) business days of
each month provide Consultant with a statement of all payments made under
Commissionable Contracts in the prior month, together with payment of the
Commission in respect thereof. Consultant shall have the absolute right to sub-contract
the establishment of commercial relationships, and the sourcing of work orders to be
covered by this Section 3.3. and Consultant may split any Commission payable
pursuant to this Section 3.3 with any one or more such persons. At the reasonable
request of the Consultant, Cyberlux shall seek to make payments of such split
Commissions directly to such persons, as may be requested from time to time by
Consultant.
(b) Cyberlux agrees and acknowledges that Consultant or an affiliate of
Consultant may have a pre-existing relationship with one or more parties with whom
Cyberlux enters into a Commissionable Contract, including without limitation an
ownership interest in a counterparty to Cyberlux.Such pre-existing relationship may
cause a conflict of interest between Consultant and Cyberlux in respect of any
Commissionable Contract. In addition, Cyberlux may be required to disclose such a
Commissionable Contract as a “related party transaction,” and may have internal
procedures in respect of “related party transactions.” Commissions (and Fees and
expenses (pursuant to Section 3.4)) shall be payable hereunder despite any interest
Consultant may have in Cyberlux’s counterparty to any such Commissionable
Contract.
(c) For so long as Commissions are payable pursuant to this Section 3.3
and for a period of two years thereafter, Consultant shall have access to the books and
records of Cyberlux in respect of all Commissionable Contracts in order to review and
UnofficialCopyOfficeofMarilynBurgessDistrictClerk
claimallegation
Section 3.3(b) recognises potential pre-existing relationships and ownership interests in counterparties, possible conflicts and possible re
Section 3.3(b) recognises potential pre-existing relationships and ownership interests in counterparties, possible conflicts and possible related-party disclosure requirements. Fees, commissions and expenses remain payable despite such interests under the contract. This acknowledgement does not establish an actual interest in a named counterparty or satisfaction of disclosure obligations.
Read the anchor · page 4
3
Form 1099-NEC from Cyberlux, and that Consultant shall be solely responsible for all
federal, state, and local taxes, as set out in Section 4.2.
3.3
(a) In addition to the Fees, Consultant shall be entitled to receive two
percent (2%), with the exception of any Ukraine-related commercial contracts for
which the Consultant shall be entited to five percent (5%),of the gross amounts
payable to Cyberlux (the “Commission”) under commercial contracts sourced by
Consultant, including, without limitation, the proceeds of joint ventures, licenses and
software as service agreements (collectively, the “Commissionable Contracts”).
Commissionable Contracts, including designated lines of business, work orders, and
similar in effect on the date hereof are listed on Schedule 2 hereto. From time to time,
Consultant shall provide Cyberlux with names of persons (entities or natural persons)
with whom Consultant reasonably believes Cyberlux could enter into a commercially
beneficial contract and/or work orders sourced by or through Consultant. Unless
otherwise directed by Cyberlux, Consultant shall pursue a commercial relationship
with such persons for the benefit of Cyberlux. If and when Cyberlux enters into a
commercial relationship with any such person, such commercial relationship, together
with all related work orders, shall be deemed a Commissionable Contract hereunder.
During the term hereof, and for two years after the termination of the provision of
Services under this Agreement, Cyberlux will, within the first five (5) business days of
each month provide Consultant with a statement of all payments made under
Commissionable Contracts in the prior month, together with payment of the
Commission in respect thereof. Consultant shall have the absolute right to sub-contract
the establishment of commercial relationships, and the sourcing of work orders to be
covered by this Section 3.3. and Consultant may split any Commission payable
pursuant to this Section 3.3 with any one or more such persons. At the reasonable
request of the Consultant, Cyberlux shall seek to make payments of such split
Commissions directly to such persons, as may be requested from time to time by
Consultant.
(b) Cyberlux agrees and acknowledges that Consultant or an affiliate of
Consultant may have a pre-existing relationship with one or more parties with whom
Cyberlux enters into a Commissionable Contract, including without limitation an
ownership interest in a counterparty to Cyberlux.Such pre-existing relationship may
cause a conflict of interest between Consultant and Cyberlux in respect of any
Commissionable Contract. In addition, Cyberlux may be required to disclose such a
Commissionable Contract as a “related party transaction,” and may have internal
procedures in respect of “related party transactions.” Commissions (and Fees and
expenses (pursuant to Section 3.4)) shall be payable hereunder despite any interest
Consultant may have in Cyberlux’s counterparty to any such Commissionable
Contract.
(c) For so long as Commissions are payable pursuant to this Section 3.3
and for a period of two years thereafter, Consultant shall have access to the books and
records of Cyberlux in respect of all Commissionable Contracts in order to review and
UnofficialCopyOfficeofMarilynBurgessDistrictClerk
claimallegation
Book access continues while commissions are payable and two years thereafter. Underpayments attract one per cent monthly interest; a monthly
Book access continues while commissions are payable and two years thereafter. Underpayments attract one per cent monthly interest; a monthly underpayment above ten per cent is contractually labelled willful misconduct or gross negligence and carries ten-business-day cure plus a ten per cent premium. This agreed label is not an independent court finding of culpability.
Read the anchor · page 4
3
Form 1099-NEC from Cyberlux, and that Consultant shall be solely responsible for all
federal, state, and local taxes, as set out in Section 4.2.
3.3
(a) In addition to the Fees, Consultant shall be entitled to receive two
percent (2%), with the exception of any Ukraine-related commercial contracts for
which the Consultant shall be entited to five percent (5%),of the gross amounts
payable to Cyberlux (the “Commission”) under commercial contracts sourced by
Consultant, including, without limitation, the proceeds of joint ventures, licenses and
software as service agreements (collectively, the “Commissionable Contracts”).
Commissionable Contracts, including designated lines of business, work orders, and
similar in effect on the date hereof are listed on Schedule 2 hereto. From time to time,
Consultant shall provide Cyberlux with names of persons (entities or natural persons)
with whom Consultant reasonably believes Cyberlux could enter into a commercially
beneficial contract and/or work orders sourced by or through Consultant. Unless
otherwise directed by Cyberlux, Consultant shall pursue a commercial relationship
with such persons for the benefit of Cyberlux. If and when Cyberlux enters into a
commercial relationship with any such person, such commercial relationship, together
with all related work orders, shall be deemed a Commissionable Contract hereunder.
During the term hereof, and for two years after the termination of the provision of
Services under this Agreement, Cyberlux will, within the first five (5) business days of
each month provide Consultant with a statement of all payments made under
Commissionable Contracts in the prior month, together with payment of the
Commission in respect thereof. Consultant shall have the absolute right to sub-contract
the establishment of commercial relationships, and the sourcing of work orders to be
covered by this Section 3.3. and Consultant may split any Commission payable
pursuant to this Section 3.3 with any one or more such persons. At the reasonable
request of the Consultant, Cyberlux shall seek to make payments of such split
Commissions directly to such persons, as may be requested from time to time by
Consultant.
(b) Cyberlux agrees and acknowledges that Consultant or an affiliate of
Consultant may have a pre-existing relationship with one or more parties with whom
Cyberlux enters into a Commissionable Contract, including without limitation an
ownership interest in a counterparty to Cyberlux.Such pre-existing relationship may
cause a conflict of interest between Consultant and Cyberlux in respect of any
Commissionable Contract. In addition, Cyberlux may be required to disclose such a
Commissionable Contract as a “related party transaction,” and may have internal
procedures in respect of “related party transactions.” Commissions (and Fees and
expenses (pursuant to Section 3.4)) shall be payable hereunder despite any interest
Consultant may have in Cyberlux’s counterparty to any such Commissionable
Contract.
(c) For so long as Commissions are payable pursuant to this Section 3.3
and for a period of two years thereafter, Consultant shall have access to the books and
records of Cyberlux in respect of all Commissionable Contracts in order to review and
UnofficialCopyOfficeofMarilynBurgessDistrictClerk
claimallegation
Overpayments must be repaid or offset at Cyberlux’s option. Disputes require good-faith efforts then a mutually engaged independent accounta
Overpayments must be repaid or offset at Cyberlux’s option. Disputes require good-faith efforts then a mutually engaged independent accountant whose determination is final under the agreement; the text allocates accountant cost by specified fifty-per-cent comparisons. These mechanisms require an actual ledger and cannot be replaced by adding only claimant-side charges.
Read the anchor · page 5
4
confirm the amounts payable as Commission. In respect of any underpayment of
Commission, Cyberlux will pay interest on such underpayment at a rate of one percent
(1%) per month; provided that if any payment in respect of any Commissionable
Contract is underpaid by an amount in excess of ten percent (10%) of the amount
payable thereunder in any month, the Parties agree that such underpayment represents
willful misconduct or gross negligence on the part of Cyberlux, and must be cured
within ten (10) business days with an additional payment premium of an amount equal
to ten (10) percent of the underpayment amount. If at any time, either Party determines
that Cyberlux has overpaid any Commission, Consultant shall promptly repay the
amount of such overpayment to Cyberlux, or, at the option of Cyberlux, Cyberlux may
offset the amount of such overpayment against the payment of future Commissions. If
the Parties are in disagreement as to the existence of an underpayment or overpayment
of Commission, they shall use good faith efforts to settle their disagreement regarding
such amount. If despite their efforts, they are unable to reach agreement regarding the
amount of any overpayment or underpayment, they shall mutually engage an
independent accountant to review the applicable records of Cyberlux. The
determination of such accountant as to such overpayment or underpayment shall be
final and binding on the Parties. If the amount of a disputed underpayment is greater
than 50% of the amount of the underpayment claimed by Consultant, Cyberlux shall
bear the cost of the independent accountant. Otherwise the Parties shall equally bear
the cost of the accountant in determining the amount of underpayment. If the amount
of a disputed overpayment is less than 50% of the amount of the overpayment claimed
by Cyberlux, Cyberlux shall bear the cost of the independent accountant. Otherwise,
the Parties shall equally bear the cost of the accountant in determining the amount of
overpayment.
3.4 Cyberlux agrees to reimburse Consultant for any out-of-pocket expenses
incurred by Consultant in compliance with Cyberlux’s existing expense policy (as applicable
to executive officers of Cyberlux). Notwithstanding any contrary provision of such policy
Consultant understands and agrees that it shall be required to (a) provide itemized expense
reimbursement requests together with copies of all receipts, and (b) obtain the written
consent of Cyblerlux prior to incurring any individual expense in excess of $100.00.
Consultant understands and agrees that failure to comply with the provisions of this Section
3.4 in respect of any expense may result in non-reimbursement of such expense. Cyberlux
will reimburse Consultant for all expenses incurred in compliance with this Section 3.4
within 30 days of submission of the applicable reimbursement request.
3.5 Consultant shall have the right to charge interest on any unpaid Fees,
Commission and expenses at the rate of one percent (1.0%) per month, commencing 15 days
after the due date thereof, subject to the additional amount in respect of underpaid
Commission set forth in Section 3.3 above. At the election of Consultant, Cyberlux will at
the end of any calendar year for which amounts payable remain outstanding, provide a
promissory note in favor of Consultant (or Consultant’s designee(s)), substantially in the
form of Exhibit A hereto, and providing, among other things, for (a) a one-year term, (b)
interest thereon at a rate of 1% per month, compounded monthly, and (c) conversion of
principal and interest thereon, at the election of Consultant (or Consultant’s designee(s)) into
common stock of Cyberlux, subject to adjustment, at the closing price per common share as
UnofficialCopyOfficeofMarilynBurgessDistrictClerk
otherattribution
Cyberlux promises monthly statements and corresponding commission payments under Section 3.3.
Read the anchor · page 4
3
Form 1099-NEC from Cyberlux, and that Consultant shall be solely responsible for all
federal, state, and local taxes, as set out in Section 4.2.
3.3
(a) In addition to the Fees, Consultant shall be entitled to receive two
percent (2%), with the exception of any Ukraine-related commercial contracts for
which the Consultant shall be entited to five percent (5%),of the gross amounts
payable to Cyberlux (the “Commission”) under commercial contracts sourced by
Consultant, including, without limitation, the proceeds of joint ventures, licenses and
software as service agreements (collectively, the “Commissionable Contracts”).
Commissionable Contracts, including designated lines of business, work orders, and
similar in effect on the date hereof are listed on Schedule 2 hereto. From time to time,
Consultant shall provide Cyberlux with names of persons (entities or natural persons)
with whom Consultant reasonably believes Cyberlux could enter into a commercially
beneficial contract and/or work orders sourced by or through Consultant. Unless
otherwise directed by Cyberlux, Consultant shall pursue a commercial relationship
with such persons for the benefit of Cyberlux. If and when Cyberlux enters into a
commercial relationship with any such person, such commercial relationship, together
with all related work orders, shall be deemed a Commissionable Contract hereunder.
During the term hereof, and for two years after the termination of the provision of
Services under this Agreement, Cyberlux will, within the first five (5) business days of
each month provide Consultant with a statement of all payments made under
Commissionable Contracts in the prior month, together with payment of the
Commission in respect thereof. Consultant shall have the absolute right to sub-contract
the establishment of commercial relationships, and the sourcing of work orders to be
covered by this Section 3.3. and Consultant may split any Commission payable
pursuant to this Section 3.3 with any one or more such persons. At the reasonable
request of the Consultant, Cyberlux shall seek to make payments of such split
Commissions directly to such persons, as may be requested from time to time by
Consultant.
(b) Cyberlux agrees and acknowledges that Consultant or an affiliate of
Consultant may have a pre-existing relationship with one or more parties with whom
Cyberlux enters into a Commissionable Contract, including without limitation an
ownership interest in a counterparty to Cyberlux.Such pre-existing relationship may
cause a conflict of interest between Consultant and Cyberlux in respect of any
Commissionable Contract. In addition, Cyberlux may be required to disclose such a
Commissionable Contract as a “related party transaction,” and may have internal
procedures in respect of “related party transactions.” Commissions (and Fees and
expenses (pursuant to Section 3.4)) shall be payable hereunder despite any interest
Consultant may have in Cyberlux’s counterparty to any such Commissionable
Contract.
(c) For so long as Commissions are payable pursuant to this Section 3.3
and for a period of two years thereafter, Consultant shall have access to the books and
records of Cyberlux in respect of all Commissionable Contracts in order to review and
UnofficialCopyOfficeofMarilynBurgessDistrictClerk
entityobservation
Cyberlux
Read the anchor · page 2
AMENDED AND RESTATED
CONSULTING AGREEMENT
This Amended and Restated Consulting Agreement (this “Agreement”) is made and entered into
effective as of the first day of January, 2023 (the “Effective Date”), between Cyberlux
Corporation, a corporation formed under the laws of the State of Nevada (the “Company”)
with an address at 800 Park Offices Drive, Suite 3209, Research Triangle Park, NC 27709, and
Montague Capital Partners LLC, a limited liability company formed under the laws of the
State of North Carolina (“Consultant”, and together with the Company, the “Parties”, and
individually, a “Party”) with an address at 101 Glen Lennox Dr., Suite 300, Chapel Hill,
NC 27517.
W I T N E S S E T H
WHEREAS, the Parties entered into that certain Consulting Agreement effective as
of January 1, 2019 (the “Existing Agreement”) pursuant to which Cyberlux retained
Consultant to provide the services specified in Schedule 1 thereto, and Consultant
performed such services;
WHEREAS, the Parties desire to continue the provision and receipt of services
pursuant to amended and restated terms and conditions, and therefore desire to amend
and restate the Existing Agreement in its entirety;
NOW, THEREFORE, the Parties, for good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, and each intending to be legally bound,
herebymutually covenant and agree asfollows:
1. SERVICES.
1.1 Cyberlux hereby engages Consultant, and Consultant hereby accept such
engagement, as an independent contractor to provide certain services to Cyberlux on the
terms and conditions set forth in this Agreement.
1.2 Consultant shall provide to Cyberlux the services set forth in Schedule 1 (the
“Services”) in a workmanlike and professional manner, and in good faith as Consultant
reasonably believes to be in the best interests of Cyberlux. The Parties agree that Consultant
shall take instructions as to the scope of Services as may be agreed between Denis Kalenja
and Mark Schmidt or such other person(s) as may be specified by Cyberlux from time to
time.
1.3 Cyberlux does not and shall not control or direct the manner or means by
which Consultant or Consultant’s officers, employees or contractors perform the Services,
including but not limited to the time or place Consultant performs the Services.
UnofficialCopyOfficeofMarilynBurgessDistrictClerk
entityobservation
Montague Capital Partners LLC
Read the anchor · page 2
AMENDED AND RESTATED
CONSULTING AGREEMENT
This Amended and Restated Consulting Agreement (this “Agreement”) is made and entered into
effective as of the first day of January, 2023 (the “Effective Date”), between Cyberlux
Corporation, a corporation formed under the laws of the State of Nevada (the “Company”)
with an address at 800 Park Offices Drive, Suite 3209, Research Triangle Park, NC 27709, and
Montague Capital Partners LLC, a limited liability company formed under the laws of the
State of North Carolina (“Consultant”, and together with the Company, the “Parties”, and
individually, a “Party”) with an address at 101 Glen Lennox Dr., Suite 300, Chapel Hill,
NC 27517.
W I T N E S S E T H
WHEREAS, the Parties entered into that certain Consulting Agreement effective as
of January 1, 2019 (the “Existing Agreement”) pursuant to which Cyberlux retained
Consultant to provide the services specified in Schedule 1 thereto, and Consultant
performed such services;
WHEREAS, the Parties desire to continue the provision and receipt of services
pursuant to amended and restated terms and conditions, and therefore desire to amend
and restate the Existing Agreement in its entirety;
NOW, THEREFORE, the Parties, for good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, and each intending to be legally bound,
herebymutually covenant and agree asfollows:
1. SERVICES.
1.1 Cyberlux hereby engages Consultant, and Consultant hereby accept such
engagement, as an independent contractor to provide certain services to Cyberlux on the
terms and conditions set forth in this Agreement.
1.2 Consultant shall provide to Cyberlux the services set forth in Schedule 1 (the
“Services”) in a workmanlike and professional manner, and in good faith as Consultant
reasonably believes to be in the best interests of Cyberlux. The Parties agree that Consultant
shall take instructions as to the scope of Services as may be agreed between Denis Kalenja
and Mark Schmidt or such other person(s) as may be specified by Cyberlux from time to
time.
1.3 Cyberlux does not and shall not control or direct the manner or means by
which Consultant or Consultant’s officers, employees or contractors perform the Services,
including but not limited to the time or place Consultant performs the Services.
UnofficialCopyOfficeofMarilynBurgessDistrictClerk
entityobservation
Mark Schmidt
Read the anchor · page 15
14
IN WITNESS WHEREOF, the Parties have executed this Agreement with the signatures of
their duly authorized representatives, effective as of the date first written above.
CYBERLUX CORPORATION
By:....................................... ................ .. ...
Name: Mark Schmidt
Title: CEO
ACCEPTED AND AGREED:
MONTAGUE CAPITAL PARTNERS LLC
By:...... .................................. ......................
Name: Denis Kalenja
Title: Managing Member UnofficialCopyOfficeofMarilynBurgessDistrictClerk
entityobservation
Denis Kalenja
Read the anchor · page 15
14
IN WITNESS WHEREOF, the Parties have executed this Agreement with the signatures of
their duly authorized representatives, effective as of the date first written above.
CYBERLUX CORPORATION
By:....................................... ................ .. ...
Name: Mark Schmidt
Title: CEO
ACCEPTED AND AGREED:
MONTAGUE CAPITAL PARTNERS LLC
By:...... .................................. ......................
Name: Denis Kalenja
Title: Managing Member UnofficialCopyOfficeofMarilynBurgessDistrictClerk
eventattribution
Restatement states effect from 1 January 2023, separately from the actual time of signature.
Read the anchor · page 2
AMENDED AND RESTATED
CONSULTING AGREEMENT
This Amended and Restated Consulting Agreement (this “Agreement”) is made and entered into
effective as of the first day of January, 2023 (the “Effective Date”), between Cyberlux
Corporation, a corporation formed under the laws of the State of Nevada (the “Company”)
with an address at 800 Park Offices Drive, Suite 3209, Research Triangle Park, NC 27709, and
Montague Capital Partners LLC, a limited liability company formed under the laws of the
State of North Carolina (“Consultant”, and together with the Company, the “Parties”, and
individually, a “Party”) with an address at 101 Glen Lennox Dr., Suite 300, Chapel Hill,
NC 27517.
W I T N E S S E T H
WHEREAS, the Parties entered into that certain Consulting Agreement effective as
of January 1, 2019 (the “Existing Agreement”) pursuant to which Cyberlux retained
Consultant to provide the services specified in Schedule 1 thereto, and Consultant
performed such services;
WHEREAS, the Parties desire to continue the provision and receipt of services
pursuant to amended and restated terms and conditions, and therefore desire to amend
and restate the Existing Agreement in its entirety;
NOW, THEREFORE, the Parties, for good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, and each intending to be legally bound,
herebymutually covenant and agree asfollows:
1. SERVICES.
1.1 Cyberlux hereby engages Consultant, and Consultant hereby accept such
engagement, as an independent contractor to provide certain services to Cyberlux on the
terms and conditions set forth in this Agreement.
1.2 Consultant shall provide to Cyberlux the services set forth in Schedule 1 (the
“Services”) in a workmanlike and professional manner, and in good faith as Consultant
reasonably believes to be in the best interests of Cyberlux. The Parties agree that Consultant
shall take instructions as to the scope of Services as may be agreed between Denis Kalenja
and Mark Schmidt or such other person(s) as may be specified by Cyberlux from time to
time.
1.3 Cyberlux does not and shall not control or direct the manner or means by
which Consultant or Consultant’s officers, employees or contractors perform the Services,
including but not limited to the time or place Consultant performs the Services.
UnofficialCopyOfficeofMarilynBurgessDistrictClerk
inferenceinference
The economics extend beyond a five per cent commission: historic debt, base fees, split payments, penalties, note conversion, termination an
The economics extend beyond a five per cent commission: historic debt, base fees, split payments, penalties, note conversion, termination and indemnity have separate triggers. Combining them into one presently payable figure without trigger and payment records would overstate what this exhibit establishes.
inferenceinference
Permission to split commissions and recognition of possible counterparty interests justify recipient and disclosure questions. They do not i
Permission to split commissions and recognition of possible counterparty interests justify recipient and disclosure questions. They do not identify a concealed recipient or prove improper influence.
otherattribution
Complete supplied 16-page source reviewed at SHA-256 cca5730c64bb07aa9809baf5c583612e9f4251694c4dfb188d1c5c871959cf22. Source assertions, or
Complete supplied 16-page source reviewed at SHA-256 cca5730c64bb07aa9809baf5c583612e9f4251694c4dfb188d1c5c871959cf22. Source assertions, original visual features, filing/communication context and identified missing attachments are retained. No unexamined later court outcome is inferred.
Read the anchor · page 1
Exhibit B
Unofficial Copy Office of Marilyn Burgess District Clerk
questionquestion
What records show the old balance, actual note elections, notices of competing debt, UCC filings and any confession-of-judgment execution?
questionquestion
Which sourcing subcontractors or commission recipients were used, what was paid, and what counterparty interests and related-party disclosur
Which sourcing subcontractors or commission recipients were used, what was paid, and what counterparty interests and related-party disclosures existed?
questionquestion
What monthly receipts, statements, payments, credits and accountant determinations establish net commission and interest without duplication
What monthly receipts, statements, payments, credits and accountant determinations establish net commission and interest without duplication?
questionquestion
What termination/breach notices and receipt evidence establish the applicable tail and any early-termination formula?
questionquestion
Is there a complete executed version or amendment resolving the indemnity beneficiaries, missing 8.3/8.4 cross-references and absent note/co
Is there a complete executed version or amendment resolving the indemnity beneficiaries, missing 8.3/8.4 cross-references and absent note/confession forms?
questionquestion
What original Order 220/9169 and later contracting records establish the procurement chain independently of this schedule?
distillateallegation
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.
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.
The signature page visibly bears marks for Mark Schmidt as CEO and Denis Kalenja as Managing Member, despite native text showing blank signature lines. Schedule 1 lists acquisition/business development and other requested services. Schedule 2 identifies Ukraine drone business including Order 220/9169 of 21 September 2022 for 1,000 FlightEye KOA031831 units plus training/service/maintenance. The schedule is a contractual description, not an attached governmental purchase order or proof of deliveries.referencesThe memo describes Order 220/9169 dated 21 September 2022 for 1,000 FlightEye KOA031831 units as subsequently increased to 2,000 units with five per cent commission payable under the agreement. This is the parties’ contractual memorialisation, not an independently supplied government order, procurement acceptance or delivery record.
Memo describes order increase from 1,000 to 2,000 for commission scope, not an independently verified government purchase or delivery.
Section 8.1 gives Consultant Indemnitees broad indemnity to the greatest extent permitted by Nevada law, covering actual or alleged acts, breaches, actions and inquiries including testimony, and known/unknown prior or later matters. Advancement text mentions five-business-day reimbursement, retainers, anticipated-cost escrow and participation time. It alternates Cyberlux and Consultant Indemnitees and refers to Sections 8.3/8.4 that are absent here. Those visually confirmed inconsistencies limit a clean reading of precise beneficiary and mechanism; the exhibit proves neither payment nor enforceability of every term.referencesSection 8.1 gives Consultant Indemnitees broad indemnity to the greatest extent permitted by Nevada law, covering actual or alleged acts, breaches, actions and inquiries including testimony, and known/unknown prior or later matters. Advancement text mentions five-business-day reimbursement, retainers, anticipated-cost escrow and participation time. It alternates Cyberlux and Consultant Indemnitees and refers to Sections 8.3/8.4 that are absent here. Those visually confirmed inconsistencies limit a clean reading of precise beneficiary and mechanism; the exhibit proves neither payment nor enforceability of every term.
Same indemnity text and drafting defects; copy repetition does not resolve them.
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.
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.
Montague has an express right to subcontract commercial sourcing and split commissions, and Cyberlux shall seek direct payments to those persons on reasonable request. This permits a contractual route for third-party compensation but identifies no actual subcontractor, recipient, payment or improper purpose.supportsWhich sourcing subcontractors or commission recipients were used, what was paid, and what counterparty interests and related-party disclosures existed?
Specifically named source propositions support the bounded distinction or question.
The 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.supportsWhat records show the old balance, actual note elections, notices of competing debt, UCC filings and any confession-of-judgment execution?
Specifically named source propositions support the bounded distinction or question.
Section 8.1 gives Consultant Indemnitees broad indemnity to the greatest extent permitted by Nevada law, covering actual or alleged acts, breaches, actions and inquiries including testimony, and known/unknown prior or later matters. Advancement text mentions five-business-day reimbursement, retainers, anticipated-cost escrow and participation time. It alternates Cyberlux and Consultant Indemnitees and refers to Sections 8.3/8.4 that are absent here. Those visually confirmed inconsistencies limit a clean reading of precise beneficiary and mechanism; the exhibit proves neither payment nor enforceability of every term.supportsThe economics extend beyond a five per cent commission: historic debt, base fees, split payments, penalties, note conversion, termination and indemnity have separate triggers. Combining them into one presently payable figure without trigger and payment records would overstate what this exhibit establishes.
Specifically named source propositions support the bounded distinction or question.
Assignment generally requires consent, while permitted subcontracting remains Montague’s responsibility. Confidentiality/non-solicitation breach supports seeking equitable relief, not an automatic injunction. North Carolina law and exclusive state/federal venue are specified with express exceptions elsewhere. Notices require receipt or evidence of receipt; integration, signed amendments, severability and electronic counterparts are stated.supportsWhat termination/breach notices and receipt evidence establish the applicable tail and any early-termination formula?
Specifically named source propositions support the bounded distinction or question.
Non-solicitation applies during the term and one year afterwards, with a preceding ninety-day window for certain contractual relationships. Without-cause termination requires fifteen days’ written notice. Early Cyberlux termination triggers the greater of prior twelve-month average monthly amounts times remaining months or $20,000 times remaining months to the third anniversary, subject to the clause. This is a contingent formula, not an already adjudicated debt.supportsWhat termination/breach notices and receipt evidence establish the applicable tail and any early-termination formula?
Specifically named source propositions support the bounded distinction or question.
The 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.supportsIs there a complete executed version or amendment resolving the indemnity beneficiaries, missing 8.3/8.4 cross-references and absent note/confession forms?
Specifically named source propositions support the bounded distinction or question.
Commissions after termination continue for the greater of two years or through the third anniversary. Material breach may permit immediate written termination if incurable or uncured after ten days; consequences differ according to the breaching party, and contested breach/payment questions go to the designated court. The tail is more qualified than a universal two-year shorthand.supportsWhat termination/breach notices and receipt evidence establish the applicable tail and any early-termination formula?
Specifically named source propositions support the bounded distinction or question.
Section 3.3(b) recognises potential pre-existing relationships and ownership interests in counterparties, possible conflicts and possible related-party disclosure requirements. Fees, commissions and expenses remain payable despite such interests under the contract. This acknowledgement does not establish an actual interest in a named counterparty or satisfaction of disclosure obligations.supportsPermission to split commissions and recognition of possible counterparty interests justify recipient and disclosure questions. They do not identify a concealed recipient or prove improper influence.
Specifically named source propositions support the bounded distinction or question.
The signature page visibly bears marks for Mark Schmidt as CEO and Denis Kalenja as Managing Member, despite native text showing blank signature lines. Schedule 1 lists acquisition/business development and other requested services. Schedule 2 identifies Ukraine drone business including Order 220/9169 of 21 September 2022 for 1,000 FlightEye KOA031831 units plus training/service/maintenance. The schedule is a contractual description, not an attached governmental purchase order or proof of deliveries.supportsWhat original Order 220/9169 and later contracting records establish the procurement chain independently of this schedule?
Specifically named source propositions support the bounded distinction or question.
The term is three years subject to earlier termination on at least fifteen days’ written notice; extension requires mutual writing. Access and resources are allocated between the parties and communicated third-party access/security rules apply.supportsWhat termination/breach notices and receipt evidence establish the applicable tail and any early-termination formula?
Specifically named source propositions support the bounded distinction or question.
Expenses 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.supportsWhat records show the old balance, actual note elections, notices of competing debt, UCC filings and any confession-of-judgment execution?
Specifically named source propositions support the bounded distinction or question.
The 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.supportsThe economics extend beyond a five per cent commission: historic debt, base fees, split payments, penalties, note conversion, termination and indemnity have separate triggers. Combining them into one presently payable figure without trigger and payment records would overstate what this exhibit establishes.
Specifically named source propositions support the bounded distinction or question.
Montague has an express right to subcontract commercial sourcing and split commissions, and Cyberlux shall seek direct payments to those persons on reasonable request. This permits a contractual route for third-party compensation but identifies no actual subcontractor, recipient, payment or improper purpose.supportsPermission to split commissions and recognition of possible counterparty interests justify recipient and disclosure questions. They do not identify a concealed recipient or prove improper influence.
Specifically named source propositions support the bounded distinction or question.
Book access continues while commissions are payable and two years thereafter. Underpayments attract one per cent monthly interest; a monthly underpayment above ten per cent is contractually labelled willful misconduct or gross negligence and carries ten-business-day cure plus a ten per cent premium. This agreed label is not an independent court finding of culpability.supportsThe economics extend beyond a five per cent commission: historic debt, base fees, split payments, penalties, note conversion, termination and indemnity have separate triggers. Combining them into one presently payable figure without trigger and payment records would overstate what this exhibit establishes.
Specifically named source propositions support the bounded distinction or question.
Section 8.1 gives Consultant Indemnitees broad indemnity to the greatest extent permitted by Nevada law, covering actual or alleged acts, breaches, actions and inquiries including testimony, and known/unknown prior or later matters. Advancement text mentions five-business-day reimbursement, retainers, anticipated-cost escrow and participation time. It alternates Cyberlux and Consultant Indemnitees and refers to Sections 8.3/8.4 that are absent here. Those visually confirmed inconsistencies limit a clean reading of precise beneficiary and mechanism; the exhibit proves neither payment nor enforceability of every term.supportsIs there a complete executed version or amendment resolving the indemnity beneficiaries, missing 8.3/8.4 cross-references and absent note/confession forms?
Specifically named source propositions support the bounded distinction or question.
Confidentiality requires authorised use and prompt loss/disclosure notice within two business days. Public and qualifying third-party information are excluded. Required court/government disclosure is permitted within its required scope, with notice unless prohibited; DTSA language preserves qualifying confidential reports to officials/attorneys and sealed proceedings. These express exceptions must accompany any confidentiality summary.supportsDoes the confidentiality provision prohibit all reporting to government?
Specifically named source propositions support the bounded distinction or question.
Expenses 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.supportsWhat monthly receipts, statements, payments, credits and accountant determinations establish net commission and interest without duplication?
Specifically named source propositions support the bounded distinction or question.
Section 3.3 grants two per cent of gross amounts payable under sourced commercial contracts, except five per cent for Ukraine-related contracts; joint ventures, licences and software-as-service arrangements are included. Listed contracts and subsequently sourced relationships/work orders fall within the described mechanism. Statements and commission payments are due in the first five business days of each month, with a stated two-year post-service period.supportsWhat monthly receipts, statements, payments, credits and accountant determinations establish net commission and interest without duplication?
Specifically named source propositions support the bounded distinction or question.
New 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.supportsThe economics extend beyond a five per cent commission: historic debt, base fees, split payments, penalties, note conversion, termination and indemnity have separate triggers. Combining them into one presently payable figure without trigger and payment records would overstate what this exhibit establishes.
Specifically named source propositions support the bounded distinction or question.
Montague has an express right to subcontract commercial sourcing and split commissions, and Cyberlux shall seek direct payments to those persons on reasonable request. This permits a contractual route for third-party compensation but identifies no actual subcontractor, recipient, payment or improper purpose.supportsThe economics extend beyond a five per cent commission: historic debt, base fees, split payments, penalties, note conversion, termination and indemnity have separate triggers. Combining them into one presently payable figure without trigger and payment records would overstate what this exhibit establishes.
Specifically named source propositions support the bounded distinction or question.
Section 3.3(b) recognises potential pre-existing relationships and ownership interests in counterparties, possible conflicts and possible related-party disclosure requirements. Fees, commissions and expenses remain payable despite such interests under the contract. This acknowledgement does not establish an actual interest in a named counterparty or satisfaction of disclosure obligations.supportsWhich sourcing subcontractors or commission recipients were used, what was paid, and what counterparty interests and related-party disclosures existed?
Specifically named source propositions support the bounded distinction or question.
Book access continues while commissions are payable and two years thereafter. Underpayments attract one per cent monthly interest; a monthly underpayment above ten per cent is contractually labelled willful misconduct or gross negligence and carries ten-business-day cure plus a ten per cent premium. This agreed label is not an independent court finding of culpability.supportsWhat monthly receipts, statements, payments, credits and accountant determinations establish net commission and interest without duplication?
Specifically named source propositions support the bounded distinction or question.
Both parties make authority/performance and compliance representations with the stated material-impact qualification. Cyberlux’s Section 7.2(b) text refers to Consultant indebtedness/assets in its own warranty. The wording is retained as a drafting issue; no missing intended language is supplied.supportsIs there a complete executed version or amendment resolving the indemnity beneficiaries, missing 8.3/8.4 cross-references and absent note/confession forms?
Specifically named source propositions support the bounded distinction or question.
Expenses 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.supportsThe economics extend beyond a five per cent commission: historic debt, base fees, split payments, penalties, note conversion, termination and indemnity have separate triggers. Combining them into one presently payable figure without trigger and payment records would overstate what this exhibit establishes.
Specifically named source propositions support the bounded distinction or question.
Overpayments must be repaid or offset at Cyberlux’s option. Disputes require good-faith efforts then a mutually engaged independent accountant whose determination is final under the agreement; the text allocates accountant cost by specified fifty-per-cent comparisons. These mechanisms require an actual ledger and cannot be replaced by adding only claimant-side charges.supportsWhat monthly receipts, statements, payments, credits and accountant determinations establish net commission and interest without duplication?
Specifically named source propositions support the bounded distinction or question.
Non-solicitation applies during the term and one year afterwards, with a preceding ninety-day window for certain contractual relationships. Without-cause termination requires fifteen days’ written notice. Early Cyberlux termination triggers the greater of prior twelve-month average monthly amounts times remaining months or $20,000 times remaining months to the third anniversary, subject to the clause. This is a contingent formula, not an already adjudicated debt.supportsThe economics extend beyond a five per cent commission: historic debt, base fees, split payments, penalties, note conversion, termination and indemnity have separate triggers. Combining them into one presently payable figure without trigger and payment records would overstate what this exhibit establishes.
Specifically named source propositions support the bounded distinction or question.
WEIGH
Explained weighting
A score appears only when its components and change threshold are published.
No published WEIGH run
The active Website Edition contains no applied score snapshot for this source or its connected objects. That means not assessed—not zero.