Evidence Record

Plaintiffs/judgment-Creditors v. Cyberlux Corporation and Mark Schmidt, Individually

1. Legalist is an investment firm that specializes in alternative assets in the private credit industry across litigation finance, bankruptcy, and government receivables lending.

Type
judgment
Pages
7
Lines
313
SHA-256
754f8088d06a

DISTIL analysis

DISTIL Run
Profile
Standard
Version
1
Doc Type
Petition in Intervention
Total Nodes
25
Node Legend
Entity (ENT)
Event (EVT)
Claim (CLM)
Anchor (ANC)
Omission (OMI)
Tension (TEN)
Tell (TEL)
Inference (INF)
Hypothesis (HYP)
Stage 1
Index
Orientation · No nodes
Document Classification
Petition in Intervention Legalist SPV III, LP via Vartabedian Hester & Haynes LLP Commercial litigation, secured transactions, receivership proceedings 2024-04-01 to 2025-02-07
ucc_lien_priorityreceivership_interventionmulti_creditor_dispute
Analytical Frame
Creditor priority dispute in turnover/receivership action
Analytical Summary
Legalist SPV III, LP intervenes in a turnover and receivership proceeding in Harris County, Texas (Cause No. 2024-48085), asserting superior priority over receiver fees based on UCC liens securing all assets of judgment debtors Cyberlux Corporation and Mark Schmidt. Legalist claims the debtors owe $7,313,627.17 as of January 24, 2025, accruing at $4,364.46 daily following a November 4, 2024 default notice. The intervention relies on established Texas law that lienholder interests take priority over receivership administrative costs unless the lienholder requested or acquiesced to the receivership. Legalist filed UCC financing statements on April 1, 2024 (Cyberlux) and July 15, 2024 (Mark Schmidt individually), covering "all assets" as collateral. The document reveals a complex multi-creditor scenario where Atlantic Wave Holdings and Secure Community are judgment creditors seeking turnover, while Legalist holds prior secured positions established through loan agreements and personal guarantees.
Key Points
  • Legalist holds UCC liens on all assets of Cyberlux Corporation and Mark Schmidt individually
  • Outstanding debt to Legalist: $7,313,627.17 as of January 24, 2025, accruing $4,364.46 daily
  • Default notice issued November 4, 2024
  • Texas law generally gives lienholder priority over receivership administrative costs
  • Cyberlux previously assigned rights to payments from drone contract to Legalist
  • UCC financing statements filed April 1, 2024 (Cyberlux) and July 15, 2024 (Schmidt)
Stage 2
Core — Entities, Events, Claims
15 nodes
ENT-001
Entity
Legalist SPV III, LP
Legalist SPV III, LP is an investment firm specializing in alternative assets in the private credit industry across litigation finance, bankruptcy, and government receivables lending. Acts as secured creditor and intervenor in this proceeding.
Page 2 — Legalist is an investment firm that specializes in alternative assets in the private credit industry across litigation finance, bankruptcy, and government receivables lending.
ENT-002
Entity
Cyberlux Corporation
Cyberlux Corporation is a judgment debtor and borrower under a loan agreement with Legalist. Subject to UCC lien covering all assets filed April 1, 2024.
Page 3 — Cyberlux previously entered into a Loan Agreement with Legalist whereby Cyberlux became indebted to Legalist.
ENT-003
Entity
Mark Schmidt (Individual)
Mark Schmidt is an individual defendant/judgment debtor who personally guaranteed Cyberlux's obligations under the Loan Agreement with Legalist. Subject to separate UCC lien covering all personal assets filed July 15, 2024.
Page 3 — Mark Schmidt personally guaranteed Cyberlux's obligations under the Loan Agreement.
ENT-004
Entity
Atlantic Wave Holdings, LLC
Atlantic Wave Holdings, LLC is one of two judgment creditors who filed the turnover application and receivership request that triggered this intervention.
Page 2 — Atlantic Wave Holdings, LLC and Secure Community, LLC (collectively, "Judgment Creditors") filed an Application for Turnover After Judgment and For Appointment of Receiver
ENT-005
Entity
Secure Community, LLC
Secure Community, LLC is one of two judgment creditors who filed the turnover application and receivership request that triggered this intervention.
Page 2 — Atlantic Wave Holdings, LLC and Secure Community, LLC (collectively, "Judgment Creditors") filed an Application for Turnover After Judgment and For Appointment of Receiver
EVT-001
Event
Loan Agreement Execution
Cyberlux Corporation entered into a Loan Agreement with Legalist SPV III, LP, creating debt obligations. Mark Schmidt personally guaranteed these obligations.
Page 3 — Cyberlux previously entered into a Loan Agreement with Legalist whereby Cyberlux became indebted to Legalist. Mark Schmidt personally guaranteed Cyberlux's obligations under the Loan Agreement.
EVT-002
Event
UCC Filing - Cyberlux (April 2024)
Legalist filed UCC Financing Statement securing all assets of Cyberlux Corporation on April 1, 2024, in North Carolina (File Number: 20240038686M).
Page 6 — File Number: 20240038686M Date Filed: 4/1/2024 7:44:00 PM ... DEBTOR'S NAME: ... CYBERLUX CORPORATION ... SECURED PARTY'S NAME: ... Legalist SPV III, LP ... COLLATERAL: This financing statement covers the following collateral: All assets
EVT-003
Event
UCC Filing - Mark Schmidt (July 2024)
Legalist filed UCC Financing Statement securing all assets of Mark D. Schmidt individually on July 15, 2024, in North Carolina (File Number: 20240084460A).
Page 7 — File Number: 20240084460A Date Filed: 7/15/2024 8:27:00 AM ... DEBTOR'S NAME: ... MARK D. SCHMIDT ... SECURED PARTY'S NAME: ... Legalist SPV III, LP ... COLLATERAL: This financing statement covers the following collateral: All assets
EVT-004
Event
Default Notice (November 4, 2024)
Legalist provided notice to Judgment Debtors that they were in default of payment obligations under the Loan Agreement on November 4, 2024.
Page 3 — Legalist gave Judgment Debtors notice that they are in default of payment obligations on November 4, 2024.
EVT-005
Event
Drone Contract Assignment
Cyberlux completed a notice of assignment to Legalist under a drone contract based on its indebtedness, giving Legalist full right to payments from the drone contract.
Page 3 — Cyberlux completed a notice of assignment to Legalist under a drone contract based on its indebtedness to Legalist, thereby giving Legalist the full right to payments from the drone contract.
EVT-006
Event
Turnover Application Filing
Atlantic Wave Holdings, LLC and Secure Community, LLC filed an Application for Turnover After Judgment and For Appointment of Receiver against Cyberlux Corporation and Mark Schmidt in connection with a foreign judgment.
Page 2 — Atlantic Wave Holdings, LLC and Secure Community, LLC (collectively, "Judgment Creditors") filed an Application for Turnover After Judgment and For Appointment of Receiver against Cyberlux Corporation and Mark Schmidt (collectively, "Judgment Debtors") in this proceeding in connection with a foreign judgment that Judgment Creditors obtained against Judgment Debtors.
EVT-007
Event
Intervention Filing (February 7, 2025)
Legalist SPV III, LP filed its Petition in Intervention on February 7, 2025, to protect its interests in the Judgment Debtors' assets and enforce its right to collect payment before any receiver fees.
Page 2, 5 — Legalist files this Petition in Intervention to protect its interests in the Judgment Debtors' assets and to enforce its right to collect payment before any appointed receiver may collect fees and expenses in connection with administration of the receivership ... served by the court's efile system on all counsel of record in accordance with the Texas Rules of Civil Procedure on February 7, 2025.
CLM-001
Claim
Debt Amount as of January 24, 2025
Legalist asserts that as of January 24, 2025, Judgment Debtors owe $7,313,627.17 with fees accruing at a daily rate of $4,364.46 due to failure to satisfy Loan Agreement obligations.
Page 3 — As of January 24, 2025, Judgment Debtors are indebted to Legalist in the amount of $7,313,627.17 with fees accruing at a daily rate of $4,364.46 by virtue of their failure to satisfy their obligations under the Loan Agreement.
CLM-002
Claim
UCC Lien Priority Over All Assets
Legalist claims it secured its position with UCC liens that secured all assets of Judgment Debtors as collateral, providing superior priority rights.
Page 3 — Legalist secured its position with UCC liens that secured all assets of Judgment Debtors as collateral.
CLM-003
Claim
Lien Priority Over Receiver Costs
Legalist claims its liens on Judgment Debtors' assets take priority over the receiver's fees and expenses incurred in administration of the receivership under Texas law.
Page 4 — Therefore, Legalist's liens on Judgement Debtors' assets take priority over the receiver's fees and expenses incurred in the administration of the receivership.
Stage 3
In Situ — Quotations, Tells, Tensions, Questions
6 nodes
QUO-001
Quotation
Texas Receivership Priority Rule
The petition quotes Texas legal precedent establishing that lienholder interests generally have priority over receivership administrative costs.
Page 4 — Texas law holds that "a receivership is always subject to vested rights and a lienholder's interest in property held in receivership has priority over costs and expenses incurred in the administration of the receivership," CitiMortgage, Inc. v. Hubener, 345 S.W.3d 193, 197 (Tex. App .- Dallas 2011, no pet.) (internal quotations omitted).
QUO-002
Quotation
Intervention Standard - Justiciable Interest
The petition quotes Texas case law defining the standard for intervention based on justiciable interest.
Page 3, 4 — "A party has a justiciable interest in a lawsuit, and thus a right to intervene, when his interests will be affected by the litigation." Jabri v. Alsayyed, 145 S.W.3d 660, 672 (Tex. App .- Houston [14th Dist.] 2004, no pet.)
TEN-001
Tension
Competing Creditor Interests
The intervention creates a three-way tension among Atlantic Wave/Secure Community seeking judgment enforcement through receivership, Legalist asserting superior secured creditor status, and potential receiver fees requiring payment from limited assets.
Page 2 — Atlantic Wave Holdings, LLC and Secure Community, LLC (collectively, "Judgment Creditors") filed an Application for Turnover After Judgment and For Appointment of Receiver ... Importantly for purposes of this intervention, Legalist holds a lien on all assets belonging to Judgment Debtors. Accordingly, Legalist files this Petition in Intervention to protect its interests
QST-001
Question
Timing of Legalist's Knowledge
The document does not clarify when Legalist first became aware of the judgment creditors' turnover application or whether any prior coordination occurred between creditors.
Page 2 — Atlantic Wave Holdings, LLC and Secure Community, LLC (collectively, "Judgment Creditors") filed an Application for Turnover After Judgment and For Appointment of Receiver ... Legalist files this Petition in Intervention
QST-002
Question
Nature of Foreign Judgment
The intervention references a 'foreign judgment' obtained by Atlantic Wave/Secure Community but provides no details about the underlying claim, jurisdiction, or amount.
Page 2 — Atlantic Wave Holdings, LLC and Secure Community, LLC (collectively, "Judgment Creditors") filed an Application for Turnover After Judgment and For Appointment of Receiver against Cyberlux Corporation and Mark Schmidt (collectively, "Judgment Debtors") in this proceeding in connection with a foreign judgment that Judgment Creditors obtained against Judgment Debtors.
QST-003
Question
Drone Contract Details
The document references a drone contract assigned to Legalist but provides no information about the contract value, counterparty, payment status, or timing relative to the UCC filings.
Page 3 — Cyberlux completed a notice of assignment to Legalist under a drone contract based on its indebtedness to Legalist, thereby giving Legalist the full right to payments from the drone contract.
Stage 4
Interpretive — Inferences, Omissions, Patterns
4 nodes
INF-001
Inference
Legalist's Strategic Positioning
Legalist's intervention timing (February 2025) following default notice (November 2024) and UCC filings (April and July 2024) suggests proactive monitoring of debtor litigation and strategic assertion of priority before receivership appointment.
Page 3, 5 — Legalist gave Judgment Debtors notice that they are in default of payment obligations on November 4, 2024. ... Legalist files this Petition in Intervention to protect its interests ... served by the court's efile system on all counsel of record in accordance with the Texas Rules of Civil Procedure on February 7, 2025.
INF-002
Inference
Exceptions Analysis - No Acquiescence
Legalist's legal argument explicitly addresses and negates the two exceptions to lienholder priority, suggesting awareness that judgment creditors might argue for receiver priority based on those exceptions.
Page 4 — The only exceptions to the foregoing rule are (1) when the receivership is formed at the instigation of the lienholder, or the lienholder acquiesces to the receivership and seeks its benefits, and (2) when the lienholder knows of and consents to the receivership and fees, expenses, and debts are incurred from the receiver's operation of a business affected with a public interest. ... Here, Legalist has neither requested the appointment of the receiver nor acquiesced to the receivership and sought its benefits. Further, the receiver's fees and expenses in this case would not be incurred from the receiver's operation of a business with a public interest.
INF-003
Inference
Personal Guarantee Enforcement Strategy
The separate UCC filing against Mark Schmidt individually three months after the Cyberlux filing suggests Legalist anticipated potential corporate asset insufficiency and moved to secure personal assets under the guarantee.
Page 3, 6, 7 — Mark Schmidt personally guaranteed Cyberlux's obligations under the Loan Agreement. ... File Number: 20240038686M Date Filed: 4/1/2024 7:44:00 PM ... File Number: 20240084460A Date Filed: 7/15/2024 8:27:00 AM
OMI-001
Omission
Original Loan Terms Absent
The intervention provides no information about the original principal amount, interest rate, maturity date, or specific terms of the Loan Agreement, making it impossible to assess reasonableness of the $7.3M+ claim or the $4,364.46 daily accrual rate.
Page 3 — Cyberlux previously entered into a Loan Agreement with Legalist whereby Cyberlux became indebted to Legalist. ... As of January 24, 2025, Judgment Debtors are indebted to Legalist in the amount of $7,313,627.17 with fees accruing at a daily rate of $4,364.46

Extracted text

7 pages · 12995 characters

Plaintiffs/judgment-Creditors v. Cyberlux Corporation and Mark Schmidt, Individually — Formatted Extract

Type: judgment
Exhibit C-3 - Legalist Intervention

Unofficial Copy Office of Marilyn Burgess Distot Clerk

CAUSE NO. 2024-48085

ATLANTIC WAVE HOLDINGS, LLC AND SECURE COMMUNITY, LLC,

PLAINTIFFS/JUDGMENT-CREDITORS,

V.

CYBERLUX CORPORATION AND MARK SCHMIDT, INDIVIDUALLY, §

DEFENDANTS/JUDGMENT-DEBTORS.

§ IN THE DISTRICT COURT OF

§ § §

§ § 129TH JUDICIAL DISTRICT

§ §

§

§ HARRIS COUNTY, TEXAS

LEGALIST SPV III, LP'S PETITION IN INTERVENTION

Legalist SPV III, LP ("Legalist") hereby files its Petition in Intervention and in support thereof respectfully shows the Court as follows:

I. INTRODUCTION

Unoffici& Copy oHacerof'taki yl Burgussimistrict Clerk

Atlantic Wave Holdings, LLC and Secure Community, LLC (collectively, "Judgment Creditors") filed an Application for Turnover After Judgment and For Appointment of Receiver against Cyberlux Corporation and Mark Schmidt (collectively, "Judgment Debtors") in this proceeding in connection with a foreign judgment that Judgment Creditors obtained against Judgment Debtors. Importantly for purposes of this intervention, Legalist holds a lien on all assets belonging to Judgment Debtors. Accordingly, Legalist files this Petition in Intervention to protect its interests in the Judgment Debtors' assets and to enforce its right to collect payment before any appointed receiver may collect fees and expenses in connection with administration of the receivership

II. RELEVANT BACKGROUND AS TO LEGALIST
1.
Legalist is an investment firm that specializes in alternative assets in the private credit industry across litigation finance, bankruptcy, and government receivables lending.
2.
Cyberlux previously entered into a Loan Agreement with Legalist whereby Cyberlux became indebted to Legalist. Mark Schmidt personally guaranteed Cyberlux's obligations under the Loan Agreement.
3.
As the Judgement Creditors acknowledge in their Application for Turnover After Judgment and For Appointment of Receiver ("Application"), Cyberlux completed a notice of assignment to Legalist under a drone contract based on its indebtedness to Legalist, thereby giving Legalist the full right to payments from the drone contract. See Application, pp. 2-3.
4.
As of January 24, 2025, Judgment Debtors are indebted to Legalist in the amount of $7,313,627.17 with fees accruing at a daily rate of $4,364.46 by virtue of their failure to satisfy their obligations under the Loan Agreement. Legalist gave Judgment Debtors notice that they are in default of payment obligations on November 4, 2024.
5.
Legalist secured its position with UCC liens that secured all assets of Judgment Debtors as collateral.
6.
Legalist's UCC Financing Statement for Cyberlux is attached hereto as Exhibit A, and Legalist's UCC Financing Statement for Mark Schmidt is attached hereto as Exhibit B.
III. STANDARD FOR INTEVENTION
7.
"Any party may intervene [in a case] by filing a pleading, subject to being stricken out by the court for sufficient cause on the motion of any party." TEX. R. CIV. P. 60. An intervenor is not required to secure a court's permission to intervene in a cause of action or establish standing. Guar. Fed. Sav. Bank v. Horseshoe Operating Co., 793 S.W.2d 652, 657 (Tex. 1990). An intervenor need only show a "justiciable interest in a pending suit to intervene in the suit as a matter of right." In re Union Carbide Corp., 273 S.W.3d 152, 154 (Tex. 2008). "A party has a justiciable interest in a lawsuit, and thus a right to intervene, when his interests will be affected by the litigation." Jabri v. Alsayyed, 145 S.W.3d 660, 672 (Tex. App .- Houston

[14th Dist.] 2004, no pet.) (citing Law Offices of Windle Turley v. Ghiasinejad, 109 S.W.3d 68, 71 (Tex. App .- Fort Worth 2003, no pet.)). "The interest asserted by the intervenor may be legal or equitable." Guar. Fed. Sav. Bank, 793 S.W.2d at 657 (citation omitted). Moreover, it is appropriate for a party to intervene to protect its interest in property that is the subject of a turnover motion. Breazeale v. Casteel, 4 S.W.3d 434, 436 (Tex. App. Austin 1999, pet. Denied).

IV. LEGALIST'S INTEREST
8.
Legalist has a justiciable interest in this lawsuit, and thus a right to intervene, because it has a lien interest in the Judgment Debtors' assets that may be subject to turnover. See Jabri, 145 S.W.3d at 672; Breazeale, 4 S.W.3d at 436.
9.
Texas law holds that "a receivership is always subject to vested rights and a lienholder's interest in property held in receivership has priority over costs and expenses incurred in the administration of the receivership," CitiMortgage, Inc. v. Hubener, 345 S.W.3d 193, 197 (Tex. App .- Dallas 2011, no pet.) (internal quotations omitted).
10.
The only exceptions to the foregoing rule are (1) when the receivership is formed at the instigation of the lienholder, or the lienholder acquiesces to the receivership and seeks its benefits, and (2) when the lienholder knows of and consents to the receivership and fees, expenses, and debts are incurred from the receiver's operation of a business affected with a public interest. Id.
11.
Here, Legalist has neither requested the appointment of the receiver nor acquiesced to the receivership and sought its benefits. Further, the receiver's fees and expenses in this case would not be incurred from the receiver's operation of a business with a public interest.
12.
Therefore, Legalist's liens on Judgement Debtors' assets take priority over the receiver's fees and expenses incurred in the administration of the receivership. Id.
V. RELIEF REQUESTED
13.
Based on the foregoing, Legalist requests that any Order Appointing Receiver or similar Order issued by this Court make clear that Legalist's liens on Judgement Debtors' assets take priority over the receiver's fees and expenses, and that Legalist is entitled to payment in full from Judgment Debtors' assets before the receiver is entitled to any fees and expenses incurred in the administration of the receivership.

Respectfully submitted,

VARTABEDIAN HESTER & HAYNES LLP

/s/ Austin N. Priddy Austin N. Priddy Texas State Bar No. 24098284 austin.priddy@vhh.law 301 Commerce St., Ste. 3635 Fort Worth, Texas 76102 Telephone: 817.214.4985

ATTORNEYS FOR LEGALIST, INC.

CERTIFICATE OF SERVICE

I hereby certify that a true and correct copy of the foregoing instrument was served by the court's efile system on all counsel of record in accordance with the Texas Rules of Civil Procedure on February 7, 2025.

/s/ Austin N. Priddy Austin N. Priddy

Document 1-5 TBFiled on 02/12/25 in TXSD .Page 6 of 7

File Number: 20240038686M Date Filed: 4/1/2024 7:44:00 PM Elaine F. Marshall NC Secretary of State

UCC FINANCING STATEMENT FOLLOW INSTRUCTIONS

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

B. E-MAIL CONTACT AT FILER (optional) SPRFiling@cscglobal.com

C. SEND ACKNOWLEDGMENT TO: (Name and Address)

Corporation Service Company

:unselected:

801
Adlai Stevenson Drive

Springfield, IL 62703

:unselected:

THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY

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)

OR

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

NC 27709

USA

2.
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

OR 2b. INDIVIDUAL'S SURNAME

FIRST PERSONAL NAME

ADDITIONAL NAME(S)/INITIAL(S)

SUFFIX

2c. MAILING ADDRESS

STATE

POSTAL CODE

COUNTRY

3.
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

OR 3b. INDIVIDUAL'S SURNAME

FIRST PERSONAL NAME

ADDITIONAL NAME(S)/INITIAL(S)

SUFFIX

3c. MAILING ADDRESS 58 West Portal Ave. #747

CITY

STATE

POSTAL CODE

COUNTRY

San Francisco

CA

USA

4.
COLLATERAL: This financing statement covers the following collateral:

All assets

5.
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

7.
ALTERNATIVE DESIGNATION (if applicable): :unselected: Lessee/Lessor :unselected: Consignee/Consignor :unselected: Seller/Buyer :unselected: Bailee/Bailor :unselected: Licensee/Licensor
8.
OPTIONAL FILER REFERENCE DATA: 2797 73186

Document 1-5 Filed on 02/12/25 in TXSD Page 7 of 7

EXHBIT B

File Number: 20240084460A Date Filed: 7/15/2024 8:27:00 AM Elaine F. Marshall NC Secretary of State

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

B. E-MAIL CONTACT AT FILER (optional) SPRFiling@cscglobal.com

C. SEND ACKNOWLEDGMENT TO: (Name and Address)

Corporation Service Company

:unselected:

801
Adlai Stevenson Drive

Springfield, IL 62703

:unselected:

THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY

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)

OR

1a. ORGANIZATION'S NAME

1b. INDIVIDUAL'S SURNAME

FIRST PERSONAL NAME MARK

ADDITIONAL NAME(S)/INITIAL(S) D.

SUFFIX

SCHMIDT

1c. MAILING ADDRESS

CITY

STATE

POSTAL CODE

COUNTRY

1134
Fearrington Post

Pittsboro

NC

USA

2.
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)

OR

2a. ORGANIZATION'S NAME

2b. INDIVIDUAL'S SURNAME

FIRST PERSONAL NAME

ADDITIONAL NAME(S)/INITIAL(S)

SUFFIX

2c. MAILING ADDRESS

STATE

POSTAL CODE

COUNTRY

3.
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

OR 3b. INDIVIDUAL'S SURNAME

FIRST PERSONAL NAME

ADDITIONAL NAME(S)/INITIAL(S)

SUFFIX

3c. MAILING ADDRESS 58 West Portal Ave. #747

CITY

STATE

POSTAL CODE

COUNTRY

San Francisco

CA

USA

4.
COLLATERAL: This financing statement covers the following collateral:

All assets

Unofficial C.MAPY Officieren eenMarilyBurgess Fact Clerk

5.
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

7.
ALTERNATIVE DESIGNATION (if applicable): :unselected: Lessee/Lessor :unselected: Consignee/Consignor :unselected: Seller/Buyer :unselected: Bailee/Bailor :unselected: Licensee/Licensor
8.
OPTIONAL FILER REFERENCE DATA: 2879 27331

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