Evidence Record

Exhibit 1

1. DEBTOR'S NAME: Provide only one Debtor name (1a or 1b) (use exact, full name; do not omit, modify, or abbreviate any part of the Debtor's name); if any part of the Individual Debtor's...

Type: exhibit
Court: EDVA
Case: HII v. Cyberlux interpleader
Docket: 3:25-cv-00483
Pages: 5
Lines: 184
SHA-256: 5b3474261aa0

DISTIL analysis

DISTIL Run

Profile

Standard

Version

Doc Type

Notice of Assignment with UCC Financing Statement

Total Nodes

Node Legend

Entity (ENT)

Event (EVT)

Claim (CLM)

Anchor (ANC)

Omission (OMI)

Tension (TEN)

Tell (TEL)

Inference (INF)

Hypothesis (HYP)

Stage 1

Index

Orientation · No nodes

Document Classification

Notice of Assignment with UCC Financing Statement Legalist SPV III, LP Commercial litigation exhibit - creditor notification and security interest perfection 2024-03-27 to 2024-04-05

payment_redirection_demanducc_security_interestgovernment_contract_assignment

Analytical Frame

Contract assignment and payment redirection under UCC Article 9

Analytical Summary

This exhibit documents Legalist SPV III, LP's assertion of a perfected security interest in Cyberlux Corporation's accounts receivable, specifically targeting payments from HII (Mission Technologies Corp) under Commercial Subcontract Agreement No. P000043846. The April 5, 2024 notice demands payment redirection pursuant to UCC §§ 9-406 and 9-607, supported by a Nevada UCC financing statement filed April 1, 2024 (Filing No. 2024395945-0) covering "ALL ASSETS" of Cyberlux. The package includes an Instrument of Assignment under a Government Purchase Order Financing Agreement dated March 27, 2024, with both Legalist and Cyberlux executing the assignment. The notice includes a hold harmless provision stating Cyberlux will hold HII harmless if Legalist fails to remit funds after satisfying obligations, suggesting potential disputes over fund distribution.

Key Points

Legalist asserts first-priority security interest in Cyberlux accounts receivable from HII under subcontract P000043846
UCC financing statement filed in Nevada on April 1, 2024 covering all Cyberlux assets
Payment redirection demanded pursuant to UCC §§ 9-406 and 9-607 to Legalist's specified accounts
Underlying financing arrangement is a Government Purchase Order Financing Agreement dated March 27, 2024
Hold harmless clause suggests potential concern about fund distribution after Legalist satisfaction

Stage 2

Core — Entities, Events, Claims

9 nodes

ENT-001

Entity

Legalist SPV III, LP

Legalist SPV III, LP is the secured party and assignee providing a revolving credit facility to Cyberlux Corporation. Located at 58 West Portal Ave. #747, San Francisco, CA 94127. Contact: receivables@legalist.com. Represented by Brian T. Rice as Authorized Signatory through its investment adviser, Legalist, Inc.

Page 2, 3, 4, 5 — Legalist SPV III, LP ("Legalist") is providing a revolving credit facility to Cyberlux Corporation... 58 West Portal Ave. #747, San Francisco, CA 94127... By: Legalist, Inc., its investment adviser By: /s/ Brian T. Rice Name: Brian T. Rice Title: Authorized Signatory

ENT-002

Entity

Cyberlux Corporation

Cyberlux Corporation is the debtor/borrower under the financing arrangement. Located at 800 Park Offices Dr., Ste. 3209, Research Triangle Park, NC 27709. Represented by Mark D. Schmidt, President and CEO (mschmidt@cyberlux.com). Party to Commercial Subcontract Agreement No. P000043846 with HII.

Page 2, 4, 5 — Cyberlux Corporation (the "Borrower")... CYBERLUX CORPORATION... 800 PARK OFFICES DR., STE. 3209 RESEARCH TRIANGLE PARK NC 27709 USA... Name: Mark D. Schmidt Title: President and CEO Address: 800 Park Offices Dr., Ste. 3209 Research Triangle, NC 27709

ENT-003

Entity

Mission Technologies Corp / HII

Mission Technologies Corp, a division of HII, is the counterparty to Cyberlux under Commercial Subcontract Agreement No. P000043846. Primary contact: Tim McAtee (timothy.mcatee@hii-tsd.com). The entity owing payments now being redirected to Legalist.

Page 2 — Attn: Tim McAtee (timothy.mcatee@hii-tsd.com) Mission Technologies Corp, a division of HII (HII)... Borrower is a party to Commercial Subcontract Agreement No. P000043846 (the "Contract") with your organization... Cyberlux will hold HII harmless

EVT-001

Event

Government Purchase Order Financing Agreement executed

Cyberlux Corporation (assignor) and Legalist SPV III, LP (assignee) entered into a Government Purchase Order Financing Agreement on March 27, 2024. This agreement established the revolving credit facility and formed the basis for the collateral assignment.

Page 5 — Reference is made to that certain Government Purchase Order Financing Agreement (the "Agreement"), dated as of March 27, 2024, between Cyberlux Corporation, as assignor ("Assignor"), and Legalist SPV III, LP, as assignee ("Assignee").

EVT-002

Event

UCC Financing Statement filed in Nevada

Legalist filed UCC Financing Statement No. 2024395945-0 with the Nevada Secretary of State on April 1, 2024 at 11:49 AM. The filing identifies Cyberlux Corporation as debtor and Legalist SPV III, LP as secured party, covering "ALL ASSETS" as collateral.

Page 4 — Filed in the Office of Secretary of State State Of Nevada Initial Filing Number 2024395945-0 Filed On April 1, 2024 11:49 AM... 1a. ORGANIZATION'S NAME CYBERLUX CORPORATION... 3a. ORGANIZATION'S NAME LEGALIST SPV III, LP... 4. COLLATERAL: This financing statement covers the following collateral: ALL ASSETS

EVT-003

Event

Notice of Assignment sent to HII

On April 5, 2024, Legalist sent formal notice by electronic mail to HII (attn: Tim McAtee) informing them of the security interest and demanding payment redirection pursuant to UCC §§ 9-406 and 9-607. The notice included copies of the UCC financing statement and instrument of assignment.

Page 2 — April 5, 2024 BY ELECTRONIC MAIL Attn: Tim McAtee (timothy.mcatee@hii-tsd.com)... Pursuant to Uniform Commercial Code §§ 9-406 and 9-607, Legalist hereby demand that amounts ordinarily payable to the Borrower under the Contracts shall be payable directly to Legalist at the account stated below.

CLM-001

Claim

Legalist holds valid first-priority security interest

Legalist asserts it holds a valid and properly perfected first-priority security interest over Cyberlux's personal property, including all accounts receivable and proceeds from the HII contract (P000043846).

Page 2 — This is to confirm that Legalist holds a valid and properly perfected first-priority security interest over certain personal property of the Borrower (collectively, the "Collateral"), including (without limitation) all accounts and accounts receivables of, and all other proceeds of the Contract(s) owed to, the Borrower.

CLM-002

Claim

Payment redirection authority under UCC

Legalist claims legal authority under UCC §§ 9-406 and 9-607 to demand that HII redirect payments from Cyberlux directly to Legalist's designated account, based on the perfected security interest.

Page 2 — Pursuant to Uniform Commercial Code §§ 9-406 and 9-607, Legalist hereby demand that amounts ordinarily payable to the Borrower under the Contracts shall be payable directly to Legalist at the account stated below.

CLM-003

Claim

Assignment covers all unpaid amounts without further assignment

The instrument of assignment states that the assignment covers all unpaid amounts, is made only to Legalist, and is not subject to further assignment. This functions as an instrument of assignment under 48 CFR § 32.805 (Federal Acquisition Regulation).

Page 5 — The parties confirm that this instrument is intended to function as an "instrument of assignment" within the meaning of 48 CFR § 32.805... The assignment (a) covers all unpaid amounts; (b) is made only to Assignee; and (c) is not subject to further assignment.

Stage 3

In Situ — Quotations, Tells, Tensions, Questions

6 nodes

QUO-001

Quotation

Hold harmless provision

The notice includes a statement that Cyberlux will hold HII harmless if Legalist does not remit funds to Cyberlux after satisfying Legalist's obligations. This acknowledgment appears in the creditor's own notice.

Page 2 — It is acknowledged that Cyberlux will hold HII harmless if Legalist does not remit all funds to Cyberlux after satisfying all outstanding obligations to Legalist.

QUO-002

Quotation

No response necessary statement

The notice states that no response is necessary to the writing, but provides contact information for Legalist if needed.

Page 2 — No response is necessary to this writing, but Legalist can be contacted at the addresses above.

TEN-001

Tension

Payment diversion versus contractual privity

The document creates tension between Cyberlux's direct contractual relationship with HII and Legalist's demand for payment redirection. HII must navigate obligations to its direct subcontractor while responding to a third-party secured creditor's demands backed by UCC authority.

Page 2 — Borrower is a party to Commercial Subcontract Agreement No. P000043846 (the "Contract") with your organization... Pursuant to Uniform Commercial Code §§ 9-406 and 9-607, Legalist hereby demand that amounts ordinarily payable to the Borrower under the Contracts shall be payable directly to Legalist

TEN-002

Tension

Scope ambiguity of collateral coverage

The UCC filing covers "ALL ASSETS" of Cyberlux broadly, while the notice letter specifically references a single contract (P000043846). This creates potential ambiguity about whether Legalist is claiming all HII payments or only those under the specific subcontract mentioned.

Page 2, 4 — 4. COLLATERAL: This financing statement covers the following collateral: ALL ASSETS... all accounts and accounts receivables of, and all other proceeds of the Contract(s) owed to, the Borrower... Commercial Subcontract Agreement No. P000043846

QST-001

Question

What triggered Legalist's payment redirection demand?

The documents do not reveal what event or default prompted Legalist to invoke its security interest and demand payment redirection on April 5, 2024, only nine days after filing the UCC statement. Was there a payment default, covenant breach, or other trigger under the March 27 financing agreement?

Page 2, 4, 5 — Government Purchase Order Financing Agreement (the "Agreement"), dated as of March 27, 2024... Filed On April 1, 2024... April 5, 2024

QST-002

Question

Why include hold harmless clause in creditor's notice?

It is unusual for a secured creditor's notice to include an acknowledgment that the debtor will hold the payment obligor harmless if the creditor fails to remit funds. This suggests either: (a) negotiated language to secure HII cooperation, (b) recognition of potential disputes over excess funds, or (c) concern about HII's willingness to redirect without protection.

Page 2 — It is acknowledged that Cyberlux will hold HII harmless if Legalist does not remit all funds to Cyberlux after satisfying all outstanding obligations to Legalist.

Stage 4

Interpretive — Inferences, Omissions, Patterns

5 nodes

INF-001

Inference

Rapid financing arrangement suggests urgent liquidity needs

The compressed timeline—financing agreement on March 27, UCC filing on April 1, and notice demanding payment redirection on April 5—suggests Cyberlux faced immediate cash flow pressure requiring expedited secured financing and rapid enforcement.

Page 2, 4, 5 — Government Purchase Order Financing Agreement (the "Agreement"), dated as of March 27, 2024... Filed On April 1, 2024 11:49 AM... April 5, 2024

INF-002

Inference

Government contract as collateral basis

The selection of a government subcontract as collateral, combined with the reference to FAR 48 CFR § 32.805 (Assignment of Claims Act), indicates the financing was structured specifically around the relative security and payment reliability of government contract receivables.

Page 2, 5 — Government Purchase Order Financing Agreement... Commercial Subcontract Agreement No. P000043846 (the "Contract") with your organization... The parties confirm that this instrument is intended to function as an "instrument of assignment" within the meaning of 48 CFR § 32.805

INF-003

Inference

Document context indicates contested payment

The fact this appears as Exhibit 1 in federal litigation (Case 3:25-cv-00483-JAG) filed in 2025 suggests the payment redirection or underlying financing arrangement became subject to legal dispute, likely involving claims about payment priority, fund distribution, or contractual rights.

Page 1 — Case 3:25-cv-00483-JAG Document 41-1 Filed 08/04/25 Page 1 of 5 PageID# 513 EXHIBIT 1

OMI-001

Omission

No disclosure of loan amount or terms

The notice provides no information about the size of the revolving credit facility, outstanding balance, interest rate, repayment terms, or financial covenants. This omission leaves HII without context for evaluating the magnitude or duration of payment redirection.

Page 2 — Legalist SPV III, LP ("Legalist") is providing a revolving credit facility to Cyberlux Corporation (the "Borrower") to facilitate its ability to better meet the needs of its customers.

OMI-002

Omission

No explanation of default or trigger event

The notice does not state whether Cyberlux is in default, whether this is routine operational procedure under the credit facility, or what specific circumstance triggered the demand for payment redirection. The absence of this context could affect HII's assessment of compliance obligations.

Extracted text

5 pages · 7165 characters

EXHIBIT 1

LEGALIST SPV III, LP 58 West Portal Ave. #747 San Francisco, CA 94127 receivables@legalist.com

April 5, 2024

BY ELECTRONIC MAIL Attn: Tim McAtee (timothy.mcatee@hii-tsd.com) Mission Technologies Corp, a division of HII (HII)

RE:

Cyberlux Corporation

Dear Sir or Madam:

We write to inform you that Legalist SPV III, LP ("Legalist") is providing a revolving credit facility to Cyberlux Corporation (the "Borrower") to facilitate its ability to better meet the needs of its customers.

We understand that Borrower is a party to Commercial Subcontract Agreement No. P000043846 (the "Contract") with your organization. This is to confirm that Legalist holds a valid and properly perfected first- priority security interest over certain personal property of the Borrower (collectively, the "Collateral"), including (without limitation) all accounts and accounts receivables of, and all other proceeds of the Contract(s) owed to, the Borrower. Copies of (i) Legalist's current financing statement covering the Collateral and (ii) the Borrower's assignment of the Collateral to Legalist are attached hereto.

Pursuant to Uniform Commercial Code §§ 9-406 and 9-607, Legalist hereby demand that amounts ordinarily payable to the Borrower under the Contracts shall be payable directly to Legalist at the account stated below. At such time, please contact Legalist for an updated accounting. It is acknowledged that Cyberlux will hold HII harmless if Legalist does not remit all funds to Cyberlux after satisfying all outstanding obligations to Legalist.

No response is necessary to this writing, but Legalist can be contacted at the addresses above.

Payment should be sent in the name of Legalist to:

BY COURIER:

PO Box 22541 14005 Live Oak Ave. Irwindale, CA 91706-1300

BY US MAIL: PO Box 22541 Pasadena, CA 91185-2541

Sincerely, LEGALIST SPV III, LP

By:

Legalist, Inc., its investment adviser

By:

/s/ Brian T. Rice

Name:

Brian T. Rice

Title:

Authorized Signatory

Address:

West Portal Ave. #747

San Francisco, CA 94127

receivables@legalist.com

UCC FINANCING STATEMENT FOLLOW INSTRUCTIONS

A. NAME & PHONE OF CONTACT AT FILER (optional)

Legalist Inc. 415-570-7878

B. E-MAIL CONTACT AT FILER (optional)

info@legalist.com

C. SEND ACKNOWLEDGMENT TO: (Name and Address)

Legalist, Inc.

West Portal Ave #747

San Francisco, CA 94127, USA

Filed in the Office of FVAquelas Secretary of State State Of Nevada

Initial Filing Number 2024395945-0

Filed On April 1, 2024 11:49 AM

Number of Pages 1

DEBTOR'S NAME: Provide only one Debtor name (1a or 1b) (use exact, full name; do not omit, modify, or abbreviate any part of the Debtor's name); if any part of the Individual Debtor's name will not fit in line 1b, leave all of item 1 blank, check here :unselected: and provide the Individual Debtor information in item 10 of the Financing Statement Addendum (Form UCC1Ad)

1a. ORGANIZATION'S NAME

CYBERLUX CORPORATION

1b. INDIVIDUAL'S SURNAME

FIRST PERSONAL NAME

ADDITIONAL NAME(S)/INITIAL(S)

SUFFIX

1c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

800

PARK OFFICES DR., STE. 3209

RESEARCH TRIANGLE PARK

USA

DEBTOR'S NAME: Provide only one Debtor name (2a or 2b) (use exact, full name; do not omit, modify, or abbreviate any part of the Debtor's name); if any part of the Individual Debtor's name will not fit in line 2b, leave all of item 2 blank, check here :unselected: and provide the Individual Debtor information in item 10 of the Financing Statement Addendum (Form UCC1Ad)

2a. ORGANIZATION'S NAME

2b. INDIVIDUAL'S SURNAME

FIRST PERSONAL NAME

ADDITIONAL NAME(S)/INITIAL(S)

SUFFIX

2c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

SECURED PARTY'S NAME (or NAME of ASSIGNEE of ASSIGNOR SECURED PARTY): Provide only one Secured Party name (3a or 3b)

3a. ORGANIZATION'S NAME

LEGALIST SPV III, LP

3b. INDIVIDUAL'S SURNAME

FIRST PERSONAL NAME

ADDITIONAL NAME(S)/INITIAL(S)

SUFFIX

3c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

WEST PORTAL AVE. NO. 747

SAN FRANCISCO

USA

COLLATERAL: This financing statement covers the following collateral:

ALL ASSETS

Check only if applicable and check only one box: Collateral is :unselected: held in a Trust (see UCC1Ad, item 17 and Instructions) :unselected: being administered by a Decedent's Personal Representative

6a. Check only if applicable and check only one box: :unselected: Public-Finance Transaction :unselected: Manufactured-Home Transaction :unselected: A Debtor is a Transmitting Utility

6b. Check only if applicable and check only one box: :unselected: Agricultural Lien :unselected: Non-UCC Filing

ALTERNATIVE DESIGNATION (if applicable): :unselected: Lessee/Lessor :unselected: Consignee/Consignor :unselected: Seller/Buyer :unselected: Bailee/Bailor :unselected: Licensee/Licensor

OPTIONAL FILER REFERENCE DATA:

DocuSign Envelose 3.25ºC0483-JAG3-19Document 41-1 Filed 08/04/25 Page 5 of 5 PageID# 517

Exhibit C Instrument of Assignment

Reference is made to that certain Government Purchase Order Financing Agreement (the "Agreement"), dated as of March 27, 2024, between Cyberlux Corporation, as assignor ("Assignor"), and Legalist SPV III, LP, as assignee ("Assignee"). Capitalized terms used but not defined herein have the meanings assigned to them in the Agreement.

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee agree as follows:

Assignor hereby collaterally assigns to Assignee all right and title to, and interest in, any account(s) indicated in the enclosed Notice of Assignment, all rights to payment therefrom, and all proceeds thereof (all as set forth in greater detail in the Agreement).

The parties confirm that this instrument is intended to function as an "instrument of assignment" within the meaning of 48 CFR § 32.805.

The assignment (a) covers all unpaid amounts; (b) is made only to Assignee; and (c) is not subject to further assignment.

Assignor hereby ratifies its irrevocable appointment of Assignee as its agent and true and lawful attorney in fact for purposes hereof, including submitting evidence of this assignment to Assignor's contract counterparties.

Nothing herein shall supersede or change the Agreement, and both the Agreement and this instrument shall be interpreted together as one document.

LENDER:

LEGALPSq Sjøped byII, LP

Brian T. Rice

Name: BrilhAFOFRECER

Title: Authorized Signatory

Address: 58 West Portal Ave. #747 San Francisco, CA 94127

Email: receivables@legalist.com

BORROWER:

DocuSigned by:

CYBERLUX CORPORATION

Mark D. Schmidt

CB9EE73498DE446.

Name: Mark D. Schmidt

Title: President and CEO Address: 800 Park Offices Dr., Ste. 3209 Research Triangle, NC 27709 Email: mschmidt@cyberlux.com

*Authorized representative and corporate secretary

Original source file

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

File: ip-hii-edva-00483-doc-0041-exhibit-1.pdf
Source UID: source:5b3474261aa0c78836f6cab4f80a9cd7cf426fb11ab6e12dc547450a1a84a3be
Full SHA-256: 5b3474261aa0c78836f6cab4f80a9cd7cf426fb11ab6e12dc547450a1a84a3be

DISTIL analysis

Extracted text

Exhibit 1 — Formatted Extract

Original source file