Evidence Record
Exhibit 2
1. Cyberlux Corporation ("Cyberlux") acknowledges and expressly consents to HII Mission Technologies Corp. ("HII") paying to Legalist LLC ("Legalist") all amounts that otherwise become due and owing to Cyberlux under Subcontract No. P000043846 (the...
DISTIL analysis
DISTIL Run
Profile
Standard
Version
1
Doc Type
Business Letter - Assignment Acknowledgment Request
Total Nodes
22
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
Business Letter - Assignment Acknowledgment Request HII Mission Technologies Corp. Government Contracting - Accounts Receivable Assignment March 27, 2024 - April 23, 2024
third_party_financingpayment_redirectiongovernment_property_claimrelease_waiver
Analytical Frame
Commercial Transaction Documentation
Analytical Summary
HII Mission Technologies Corp. sent a letter dated April 23, 2024 to Cyberlux Corporation requesting acknowledgment of an accounts receivable assignment to Legalist SPV III, LP. HII received notice from Legalist on April 5, 2024 claiming that Cyberlux assigned its receivables under Subcontract P000043846 pursuant to a Government Purchase Order Financing Agreement dated March 27, 2024. HII seeks Cyberlux's explicit consent to redirect all payments under the subcontract to Legalist, along with a comprehensive waiver and release of claims. The acknowledgment form (Exhibit A) contains significant provisions including a declaration that all previously advanced funds constitute Government property held in trust, not Cyberlux property, and that such property must be delivered to HII upon termination per Section 32.1 of the Subcontract.
Key Points
- HII received April 5, 2024 letter from Legalist claiming assignment of Cyberlux accounts receivable
- Assignment purportedly executed March 27, 2024 under Government Purchase Order Financing Agreement
- HII seeks Cyberlux consent to pay Legalist instead of Cyberlux under Subcontract P000043846
- Proposed acknowledgment includes comprehensive waiver and release of claims against HII
- HII asserts all previously advanced funds are Government property held in trust, not subject to Legalist claims
Stage 2
Core — Entities, Events, Claims
10 nodes
ENT-001
Entity
HII Mission Technologies Corp.
HII Mission Technologies Corp. ("HII"), a division of HII, is the prime contractor or buyer seeking acknowledgment of an accounts receivable assignment affecting Subcontract P000043846.
Page 2 — HII Mission Technologies Corp. ("HII") recently received the enclosed letter dated April 5, 2024 from Legalist SPV III, LP
ENT-002
Entity
Cyberlux Corporation
Cyberlux Corporation is a subcontractor under Subcontract P000043846, located at 800 Park Offices Drive, Suite 3209, Research Triangle, NC 27709, represented by Mark Schmidt (CEO).
Page 2 — Cyberlux Corporation ("Cyberlux")
800 Park Offices Drive, Suite 3209
Research Triangle, NC 27709
Attention:
Mark Schmidt
ENT-003
Entity
Legalist SPV III, LP
Legalist SPV III, LP (also referred to as "Legalist LLC" in Exhibit A) is the financing entity claiming assignment of Cyberlux's accounts receivable under a Government Purchase Order Financing Agreement dated March 27, 2024.
Page 2 — HII Mission Technologies Corp. ("HII") recently received the enclosed letter dated April 5, 2024 from Legalist SPV III, LP ("Legalist").
ENT-004
Entity
Subcontract P000043846
Subcontract No. P000043846 is the primary contractual instrument between HII and Cyberlux that governs payment obligations now subject to the assignment dispute.
Page 2 — Subcontract No .: P000043846 (the "Subcontract")
EVT-001
Event
Assignment Execution - March 27, 2024
On March 27, 2024, Cyberlux allegedly executed an Instrument of Assignment as part of a Government Purchase Order Financing Agreement with Legalist, assigning its accounts receivable.
Page 2 — an Instrument of Assignment (the "Assignment") appearing to be attached as Exhibit C to a Government Purchase Order Financing Agreement dated as of March 27, 2024
EVT-002
Event
Legalist Notice to HII - April 5, 2024
On April 5, 2024, Legalist sent a letter to HII notifying them of the accounts receivable assignment and directing HII to pay all amounts ordinarily payable to Cyberlux directly to Legalist.
Page 2 — HII Mission Technologies Corp. ("HII") recently received the enclosed letter dated April 5, 2024 from Legalist SPV III, LP ("Legalist").
EVT-003
Event
HII Acknowledgment Request - April 23, 2024
On April 23, 2024, HII sent a letter to Cyberlux requesting formal acknowledgment and consent to redirect payments to Legalist, along with a comprehensive waiver and release.
Page 2 — April 23, 2024
Cyberlux Corporation ("Cyberlux")
CLM-001
Claim
Legalist Claims Assignment of Cyberlux Receivables
Legalist claims that Cyberlux granted a security interest in and assigned its accounts receivable to Legalist, entitling Legalist to receive all amounts ordinarily payable to Cyberlux under the Subcontract.
Page 2 — The notice states that Cyberlux has granted a security interest in, and assigned, its accounts receivable to Legalist pursuant to an Instrument of Assignment (the "Assignment") appearing to be attached as Exhibit C to a Government Purchase Order Financing Agreement dated as of March 27, 2024. As a result, Legalist directs HII to pay to Legalist all "amounts ordinarily payable to [Cyberlux] under the [Subcontract]."
CLM-002
Claim
HII Claims Government Property Status
HII claims that all funds previously advanced to Cyberlux under the Subcontract and all property acquired therewith constitute Government property held in trust, not Cyberlux property, and therefore not subject to Legalist's assignment claims.
Page 3 — Cyberlux expressly acknowledges and agrees that all funds previously advanced and/or paid to Cyberlux under the Subcontract and any and all property acquired therewith, including, but not limited to, those funds advanced and property acquired, under Request to Initiate Purchase No. 1003.23.001 V2, constitute, are, and always have been Government property, held in trust for the benefit of the Government, pursuant to Section 6.5 of the Subcontract Statement of Work, and not Cyberlux property.
CLM-003
Claim
Cyberlux Hold Harmless Provision
According to the Legalist letter, Cyberlux acknowledged it would hold HII harmless if Legalist does not remit all funds to Cyberlux after satisfying obligations to Legalist.
Page 2 — Although the enclosed letter is not signed by Cyberlux, it states that "[i]t 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 3
In Situ — Quotations, Tells, Tensions, Questions
7 nodes
QUO-001
Quotation
Payment Direction Language
Legalist's letter directs HII to pay all amounts ordinarily payable to Cyberlux directly to Legalist instead.
Page 2 — As a result, Legalist directs HII to pay to Legalist all "amounts ordinarily payable to [Cyberlux] under the [Subcontract]."
QUO-002
Quotation
Government Property Declaration
The proposed acknowledgment language declares funds and property as Government property held in trust, not Cyberlux property.
Page 3 — constitute, are, and always have been Government property, held in trust for the benefit of the Government, pursuant to Section 6.5 of the Subcontract Statement of Work, and not Cyberlux property
TEN-001
Tension
Unsigned Legalist Letter
HII notes that the Legalist letter is not signed by Cyberlux, creating uncertainty about Cyberlux's actual consent to the assignment arrangement.
Page 2 — Although the enclosed letter is not signed by Cyberlux, it states that "[i]t is acknowledged that Cyberlux will hold HII harmless if Legalist does not remit all funds to Cyberlux after satisfying all outstanding obligations to Legalist."
TEN-002
Tension
Assignment vs. Government Property Rights
There is a fundamental tension between Legalist's claim to assigned receivables and HII's assertion that previously advanced funds are Government property held in trust, not subject to private assignment.
Page 3 — [The initial payment received by Cyberlux occurred before Cyberlux entered into the Legalist arrangement and, therefore, is not subject to any claims by Legalist.]
QST-001
Question
Validity of Unsigned Assignment Notice
Is the assignment authentic and valid when the notice from Legalist is not signed by Cyberlux, and what does Cyberlux's actual position on the assignment consist of?
Page 2 — Although the enclosed letter is not signed by Cyberlux, it states that "[i]t is acknowledged that Cyberlux will hold HII harmless if Legalist does not remit all funds to Cyberlux after satisfying all outstanding obligations to Legalist."
QST-002
Question
Scope of Government Property Claim
What is the precise scope of funds and property that HII claims as Government property held in trust, and does this claim pre-empt Legalist's security interest in accounts receivable?
Page 3 — Cyberlux expressly acknowledges and agrees that all funds previously advanced and/or paid to Cyberlux under the Subcontract and any and all property acquired therewith, including, but not limited to, those funds advanced and property acquired, under Request to Initiate Purchase No. 1003.23.001 V2, constitute, are, and always have been Government property
QST-003
Question
Timing of Initial Payment vs. Assignment
When did the initial payment occur relative to the March 27, 2024 assignment, and what is the basis for HII's claim that it predates the Legalist arrangement?
Page 3 — [The initial payment received by Cyberlux occurred before Cyberlux entered into the Legalist arrangement and, therefore, is not subject to any claims by Legalist.]
Stage 4
Interpretive — Inferences, Omissions, Patterns
5 nodes
INF-001
Inference
HII Seeks Protection from Dual Payment Claims
HII is seeking comprehensive acknowledgment and release language to protect itself from potential claims by both Cyberlux and Legalist, ensuring that payments to Legalist fully discharge HII's obligations to Cyberlux.
Page 2 — that you consent to HII's payment to Legalist of all amounts that otherwise become due and owing to Cyberlux under the Subcontract until such time HII receives written notice from Cyberlux or Legalist to cease such payments to Legalist, with all such payments to Legalist being in complete and final satisfaction, dollar for dollar, of amounts otherwise due to Cyberlux under the Subcontract in lieu of payment to Cyberlux under the Subcontract
INF-002
Inference
Government Property Claim as Assignment Defense
HII's assertion that advanced funds are Government property held in trust appears designed to limit or void Legalist's security interest, arguing that Cyberlux never had assignable property rights in these funds.
Page 3 — Cyberlux expressly acknowledges and agrees that all funds previously advanced and/or paid to Cyberlux under the Subcontract and any and all property acquired therewith, including, but not limited to, those funds advanced and property acquired, under Request to Initiate Purchase No. 1003.23.001 V2, constitute, are, and always have been Government property, held in trust for the benefit of the Government
OMI-001
Omission
Missing Cyberlux Response
The document does not include any response or signature from Cyberlux to HII's April 23, 2024 letter, leaving Cyberlux's actual position on the assignment and proposed acknowledgment unknown.
Page 4 — Case 3:25-cv-00483-JAG Document 41-2 Filed 08/04/25 Page 4 of 4 PageID# 521
OMI-002
Omission
Absent Assignment Document
The actual Instrument of Assignment and Government Purchase Order Financing Agreement referenced in the letter are not included in this exhibit, preventing verification of the assignment's terms and scope.
Page 2 — an Instrument of Assignment (the "Assignment") appearing to be attached as Exhibit C to a Government Purchase Order Financing Agreement dated as of March 27, 2024
OMI-003
Omission
Missing Subcontract Terms
The document references Section 6.5 of the Subcontract Statement of Work regarding Government property and Section 32.1 regarding termination property rights, but does not provide these provisions for verification.
Page 3 — pursuant to Section 6.5 of the Subcontract Statement of Work, and not Cyberlux property. Cyberlux further acknowledges and agrees that such Government property is "property in which Buyer has or may acquire an interest" that shall be delivered to Buyer in the event of a termination of the Subcontract, all pursuant to Section 32.1 of the Subcontract.
Extracted text
4 pages · 5597 charactersEXHIBIT 2
HHI HII
Mission Technologies
April 23, 2024 Cyberlux Corporation ("Cyberlux") 800 Park Offices Drive, Suite 3209 Research Triangle, NC 27709
Attention:
Mark Schmidt
Subject:
Assignment of Accounts Receivable
References:
Subcontract No .: P000043846 (the "Subcontract")
Dear Mr. Schmidt,
HII Mission Technologies Corp. ("HII") recently received the enclosed letter dated April 5, 2024 from Legalist SPV III, LP ("Legalist").
The notice states that Cyberlux has granted a security interest in, and assigned, its accounts receivable to Legalist pursuant to an Instrument of Assignment (the "Assignment") appearing to be attached as Exhibit C to a Government Purchase Order Financing Agreement dated as of March 27, 2024. As a result, Legalist directs HII to pay to Legalist all "amounts ordinarily payable to [Cyberlux] under the [Subcontract]." Although the enclosed letter is not signed by Cyberlux, it states that "[i]t is acknowledged that Cyberlux will hold HII harmless if Legalist does not remit all funds to Cyberlux after satisfying all outstanding obligations to Legalist."
Please confirm by executing the acknowledgment attached as Exhibit A that: (1) the Assignment is authentic, valid, and entered into by Cyberlux; (2) that you consent to HII's payment to Legalist of all amounts that otherwise become due and owing to Cyberlux under the Subcontract until such time HII receives written notice from Cyberlux or Legalist to cease such payments to Legalist, with all such payments to Legalist being in complete and final satisfaction, dollar for dollar, of amounts otherwise due to Cyberlux under the Subcontract in lieu of payment to Cyberlux under the Subcontract (the "Assigned Payments"); and (3) that Cyberlux waives and releases any claims it may have against HII related to or arising out of the Assigned Payments.
Please contact me promptly if you have any questions.
Sincerely,
Enclosure and Attachment
A division of HII
IH HII
Mission Technologies
EXHIBIT A
ACKNOWLEDGEMENT AND RELEASE
1.
Cyberlux Corporation ("Cyberlux") acknowledges and expressly consents to HII Mission Technologies Corp. ("HII") paying to Legalist LLC ("Legalist") all amounts that otherwise become due and owing to Cyberlux under Subcontract No. P000043846 (the "Subcontract") after the date of execution of this Exhibit A until such time HII receives written notice from Cyberlux or Legalist to cease such payments to Legalist, in lieu of payment to Cyberlux under the Subcontract (the "Assigned Payments").
2.
Cyberlux acknowledges and agrees that the Assigned Payments once made to Legalist will be in complete and final satisfaction, dollar for dollar, of amounts otherwise due to Cyberlux under the Subcontract, consistent with Virginia Code § 8.9A-406 and/or other applicable law.
3.
Cyberlux expressly authenticates Instrument of Assignment dated March 27, 2024 (the "Assignment") and acknowledges and agrees that it has assigned the Assigned Payments to Legalist.
4.
Cyberlux, in consideration of the payments received by Cyberlux from Legalist and other good and valuable consideration received, hereby unconditionally waives and releases all claims, rights, liens, demands, and causes of action it may have or ever had against HII, its agents, employees, successors, assigns, or affiliates (collectively, "HII Released Parties") relating to or arising out of the Assigned Payments, including, but not limited to, those under the Subcontract (the "HII Released Claims"). Cyberlux covenants not to sue the HII Released Parties on or for any of the HII Released Claims. Cyberlux agrees to indemnify, defend and hold harmless HII from and against any and all claims arising out of the Assigned Payments.
5.
Cyberlux expressly acknowledges and agrees that all funds previously advanced and/or paid to Cyberlux under the Subcontract and any and all property acquired therewith, including, but not limited to, those funds advanced and property acquired, under Request to Initiate Purchase No. 1003.23.001 V2, constitute, are, and always have been Government property, held in trust for the benefit of the Government, pursuant to Section 6.5 of the Subcontract Statement of Work, and not Cyberlux property. Cyberlux further acknowledges and agrees that such Government property is "property in which Buyer has or may acquire an interest" that shall be delivered to Buyer in the event of a termination of the Subcontract, all pursuant to Section 32.1 of the Subcontract. [The initial payment received by Cyberlux occurred before Cyberlux entered into the Legalist arrangement and, therefore, is not subject to any claims by Legalist.]
A division of HII
IH HII
Mission Technologies
6.
This Acknowledgment and Release shall be governed by and construed in accordance with Virginia law, without reference to its conflicts of laws principles.
Cyberlux Corporation By: Mark D. Schmidt
Name: Mark D. Schmidt, CEO Its: Manager and Duly Authorized Agent
STATE OF AT LARGE
The foregoing instrument was sworn to before me in ,
,
this day of , 2024, by
.
Notary Public
My commission expires:
A division of HII
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