Exhibit 7
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...
DISTIL analysis
- Atlantic Wave claims priority over Legalist based on perfecting security interest by July 2023 in Virginia, Texas, and North Carolina
- Legalist filed UCC-1 forms only in North Carolina: April 2024 for Cyberlux, July 2024 for Mark Schmidt
- Atlantic Wave asserts Legalist's security interest could not arise until April 2024 when Cyberlux sold drone contract receivables
- Atlantic Wave claims over $7.7 million owed, with minimum $912,000 outstanding under Amended Final Order and Judgment
- Settlement agreement grants Atlantic Wave security interest in all Cyberlux assets including IP, subsidiaries, contractual rights, and accounts receivable
- HII counsel seeks clarification on amount secured by Atlantic Wave's claimed security interest
Extracted text
9 pages · 20337 charactersMohamed Khalil, Ahmed
From:
David A. Walton <dwalton@bellnunnally.com>
Sent:
Monday, May 19, 2025 2:41 PM
To:
Belote, Clark J .; willwelter@aol.com
Cc:
David M. Keithly; Evan Sherwood; Freling, Scott; Chap Petersen
Subject:
RE: Atlantic Wave_Letter to HII re Claim to Funds
Attachments:
2024.04.01_Legalist UCC-1 (North Carolina)-Cyberlux.pdf; 2024.07.15_Legalist UCC-1
(North Carolina)-Schmidt.pdf
Clark:
Yes, Atlantic Wave contends it has priority over Legalist. Atlantic Wave perfected its security interest in July 2023, at the latest, in Virginia, Texas, and North Carolina, whereas the file-stamps on Legalist's UCC-1 forms, attached hereto, are in April 2024 (as to Cyberlux) and July 2024 (as to Schmidt) in North Carolina only. Moreover, upon information and belief, the basis of Legalist's security interest did not and could not arise until April 2024 at the earliest when Cyberlux sold receivables from the drone contract to Legalist-that is, more than eight months after Atlantic Wave had perfected its security interest.
Take care, David
David A. Walton BN | Partner BELLNUNNALLY ATTORNEYS & COUNSELORS
dwalton@bellnunnally.com T: 214.740.1445 | F: 214.740.5745 2323 Ross Avenue, Suite 1900 | Dallas, Texas 75201 LinkedIn | Facebook | Twitter | View Bio www.bellnunnally.com
IMPORTANT CONFIDENTIAL: This message contains information from the law firm of Bell Nunnally & Martin LLP that may be subject to the attorney-client privilege or work product doctrine, or may be otherwise confidential and exempt from disclosure under applicable law. Unless expressly stated otherwise, nothing contained in this message should be construed as a digital or electronic signature, nor is this message intended to reflect an intention to make an agreement by electronic means. DO NOT COPY OR FORWARD TO UNAUTHORIZED PERSONS. If you are not the intended recipient or the employee or agent responsible for delivering the message to the intended recipient, you are hereby notified that any dissemination, distribution, copying or forwarding of this communication is strictly prohibited. Unauthorized interception of this message may be in violation of the Electronic Communications Privacy Act, 18 U.S.C. § 2510, et seq. If you have received this communication in error, please notify us immediately at our telephone number: (214) 740-1400.
From: Belote, Clark J. < clark.belote@kaufcan.com> Sent: Monday, May 19, 2025 1:15 PM To: David A. Walton <dwalton@bellnunnally.com>; willwelter@aol.com Cc: David M. Keithly <dkeithly@tocounsel.com>; Evan Sherwood <ESherwood@cov.com>; Freling, Scott <sfreling@cov.com>; Chap Petersen <jcp@petersenfirm.com> Subject: RE: Atlantic Wave_Letter to HII re Claim to Funds [IMAN-IMANACTIVE.FID760274]
This Message has originated outside your organization.
Thank you, David.
Just to clarify one more thing: does AW contend that its claimed security interest in the accounts receivable of Cyberlux has priority over the claimed security interest of Legalist in Cyberlux's accounts receivable?
Clark J. Belote Kaufman & Canoles, P.C. clark.belote@kaufcan.com
T. (757) 624.3109 F. (888) 360.9092 150 W. Main Street, Suite 2100 Norfolk, VA 23510 www.kaufCAN.com LinkedIn
KSC
KAUFMAN & CANOLES we can. and we will.
From: David A. Walton <dwalton@bellnunnally.com> Sent: Monday, May 19, 2025 9:56 AM
To: Belote, Clark J. < clark.belote@kaufcan.com>; willwelter@aol.com
Cc: David M. Keithly <dkeithly@tocounsel.com>; Evan Sherwood <ESherwood@cov.com>; Freling, Scott <sfreling@cov.com>; Chap Petersen <jcp@petersenfirm.com>
Subject: RE: Atlantic Wave_Letter to HII re Claim to Funds
Clark:
Please feel free to further discuss this issue with Will Welter, copied on this email. You are authorized to speak with him directly, as needed.
Put simply, yes, Atlantic Wave's position is it has a security interest in debts or claims against Cyberlux over and above the $1.44mm on the face of the garnishment summons. The settlement agreement between Cyberlux and Atlantic Wave provides for more than just the actual amount owed under the Amended Final Order and Judgment, for example, it provides Atlantic Wave the right to repayment of attorneys' fees and costs in any action caused by a breach of the settlement agreement, and damages associated with the failure to bring Cyberlux's stock to Pink Current status and to remedy the caveat emptor classification on such stock. Moreover, the settlement agreement explicitly provides: "Defendants [Cyberlux & Schmidt] agree and grant to Plaintiff [Atlantic Wave & Secure Community] a full security interest and lien interest in all of Defendants' assets, including but not limited to IP, subsidiaries, contractual rights, accounts receivables, drone sales, etc., which may, in Plaintiff's sole discretion, be memorialized through the filing of UCC-1 forms and Liens." Atlantic Wave contends that Cyberlux has defaulted on the settlement agreement in several respects as set forth in prior communications and filings, which permits Atlantic Wave to enforce the security interest (authorized by the settlement agreement) against Cyberlux on the collateral or assets described in the UCC-1 forms. Attached are those UCC-1 forms that were filed in Virginia, Texas, and North Carolina.
Please feel free to call me at your convenience to discuss.
Take care, David
David A. Walton BN | Partner BELLNUNNALLY ATTORNEYS & COUNSELORS
dwalton@bellnunnally.com T: 214.740.1445 | F: 214.740.5745 2323 Ross Avenue, Suite 1900 | Dallas, Texas 75201 LinkedIn | Facebook | Twitter | View Bio www.bellnunnally.com
IMPORTANT CONFIDENTIAL: This message contains information from the law firm of Bell Nunnally & Martin LLP that may be subject to the attorney-client privilege or work product doctrine, or may be otherwise confidential and exempt from disclosure under applicable law. Unless expressly stated otherwise, nothing contained in this message should be construed as a digital or electronic signature, nor is this message intended to reflect an intention to make an agreement by electronic means. DO NOT COPY OR FORWARD TO UNAUTHORIZED PERSONS. If you are not the intended recipient or the employee or agent responsible for delivering the message to the intended recipient, you are hereby notified that any dissemination, distribution, copying or forwarding of this communication is strictly prohibited. Unauthorized interception of this message may be in violation of the Electronic Communications Privacy Act, 18 U.S.C. § 2510, et seq. If you have received this communication in error, please notify us immediately at our telephone number: (214) 740-1400.
From: Belote, Clark J. < clark.belote@kaufcan.com>
Sent: Thursday, May 15, 2025 1:52 PM
To: Chap Petersen <jcp@petersenfirm.com>; David A. Walton <dwalton@bellnunnally.com> Cc: David M. Keithly <dkeithly@tocounsel.com>; Evan Sherwood <ESherwood@cov.com>; Freling, Scott <sfreling@cov.com> Subject: RE: Atlantic Wave_Letter to HII re Claim to Funds [IMAN-IMANACTIVE.FID760274]
This Message has originated outside your organization.
Chap, not exactly.
In addition to the judgment lien, my understanding is that AW contends that it has a separate security interest in Cyberlux's accounts, which AW contends it perfected with the UCC-1 filing in the attached. The June 28, 2023 Amended Final Order Judgment says: "That the parties have agreed to a security interest and lien interest in all property of Defendants in favor of Plaintiffs until all sums are paid, and such security interest may be further memorialized through the filing of appropriate UCC-1 forms and the filing of appropriate Liens."
I wanted to understand whether Atlantic Wave contends that its debt or claims against Cyberlux are secured in an amount over and above the $1.44mm on the face of the garnishment summons. The answer may be no. But, it would be helpful for HII to understand Atlantic Wave's position.
Thanks
Clark J. Belote
Kaufman & Canoles, P.C. clark.belote@kaufcan.com
T. (757) 624.3109 F. (888) 360.9092 150 W. Main Street, Suite 2100 Norfolk, VA 23510 www.kaufCAN.com LinkedIn
KSC
KAUFMAN & CANOLES we can. and we will.
From: Chap Petersen <jcp@petersenfirm.com>
Sent: Thursday, May 15, 2025 2:32 PM
To: Belote, Clark J. < clark.belote@kaufcan.com>; David A. Walton <dwalton@bellnunnally.com> Cc: David M. Keithly <dkeithly@tocounsel.com>; Evan Sherwood <ESherwood@cov.com>; Freling, Scott <sfreling@cov.com>
Subject: RE: Atlantic Wave_Letter to HII re Claim to Funds [IMAN-IMANACTIVE.FID760274]
Thanks, Chap
J. Chapman Petersen, Esq. Chap Petersen & Associates, PLC 3970 Chain Bridge Road Fairfax, Virginia 22030 (571) 459-2510 (direct dial) (571) 459-2307 (facsimile) jcp@petersenfirm.com
CHAP PETERSEN & ASSOCIATES PLC 2020 RECOGNIZED BY Best Lawyers
The content contained in this email may include information which is protected by the attorney-client or work product privilege. If you come into contact with this information accidentally, please notify the sender and discard the message immediately. Thank you.
From: Belote, Clark J. < clark.belote@kaufcan.com>
Sent: Thursday, May 15, 2025 2:19 PM To: David A. Walton <dwalton@bellnunnally.com> Cc: David M. Keithly <dkeithly@tocounsel.com>; Chap Petersen <jcp@petersenfirm.com>; Evan Sherwood <ESherwood@cov.com>; Freling, Scott <sfreling@cov.com> Subject: RE: Atlantic Wave_Letter to HII re Claim to Funds [IMAN-IMANACTIVE.FID760274]
David,
In your April 24, 2025 letter, you stated that Atlantic Wave is "owed in excess of $7,774,000" (emphasis added) and that the "[t]he outstanding balance due and owed under the Amended Final Order and Judgment is, at minimum, $912,000."
Can you confirm what dollar amount Atlantic Wave contends is secured by a security interest of Atlantic Wave's against the accounts receivable of Cyberlux?
Thanks Clark
Clark J. Belote Kaufman & Canoles, P.C. clark.belote@kaufcan.com
T. (757) 624.3109 F. (888) 360.9092 150 W. Main Street, Suite 2100 Norfolk, VA 23510
KSC
KAUFMAN & CANOLES we can. and we will.
I www.kaufCAN.com LinkedIn
From: David A. Walton <dwalton@bellnunnally.com> Sent: Tuesday, May 6, 2025 7:51 PM To: Belote, Clark J. < clark.belote@kaufcan.com> Cc: David M. Keithly <dkeithly@tocounsel.com>; willwelter@aol.com Subject: RE: Atlantic Wave_Letter to HII re Claim to Funds Importance: High
Clark:
Attached is a supplemental letter on behalf of Atlantic Wave Holdings, LLC, concerning its claim to funds held on behalf of or for the benefit of Cyberlux Corporation. Please do not hesitate to contact me with any questions.
Take care, David
David A. Walton BN | Partner BELLNUNNALLY ATTORNEYS & COUNSELORS
dwalton@bellnunnally.com T: 214.740.1445 | F: 214.740.5745 2323 Ross Avenue, Suite 1900 | Dallas, Texas 75201 LinkedIn | Facebook | Twitter | View Bio www.bellnunnally.com
IMPORTANT CONFIDENTIAL: This message contains information from the law firm of Bell Nunnally & Martin LLP that may be subject to the attorney-client privilege or work product doctrine, or may be otherwise confidential and exempt from disclosure under applicable law. Unless expressly stated otherwise, nothing contained in this message should be construed as a digital or electronic signature, nor is this message intended to reflect an intention to make an agreement by electronic means. DO NOT COPY OR FORWARD TO UNAUTHORIZED PERSONS. If you are not the intended recipient or the employee or agent responsible for delivering the message to the intended recipient, you are hereby notified that any dissemination, distribution, copying or forwarding of this communication is strictly prohibited. Unauthorized interception of this message may be in violation of the Electronic Communications Privacy Act, 18 U.S.C. § 2510, et seq. If you have received this communication in error, please notify us immediately at our telephone number: (214) 740-1400.
From: David A. Walton Sent: Thursday, April 24, 2025 4:03 PM To: clark.belote@kaufcan.com Cc: David M. Keithly <dkeithly@tocounsel.com>; willwelter@aol.com
Subject: Atlantic Wave_Letter to HII re Claim to Funds
Clark:
Attached is a letter on behalf of Atlantic Wave Holdings, LLC, concerning its claim to funds held on behalf of or for the benefit of Cyberlux Corporation. Please do not hesitate to contact me with any questions.
Take care, David
David A. Walton | Partner
BN
BELLNUNNALLY ATTORNEYS & COUNSELORS
dwalton@bellnunnally.com T: 214.740.1445 | F: 214.740.5745 2323 Ross Avenue, Suite 1900 | Dallas, Texas 75201 LinkedIn | Facebook | Twitter | View Bio www.bellnunnally.com
IMPORTANT CONFIDENTIAL: This message contains information from the law firm of Bell Nunnally & Martin LLP that may be subject to the attorney-client privilege or work product doctrine, or may be otherwise confidential and exempt from disclosure under applicable law. Unless expressly stated otherwise, nothing contained in this message should be construed as a digital or electronic signature, nor is this message intended to reflect an intention to make an agreement by electronic means. DO NOT COPY OR FORWARD TO UNAUTHORIZED PERSONS. If you are not the intended recipient or the employee or agent responsible for delivering the message to the intended recipient, you are hereby notified that any dissemination, distribution, copying or forwarding of this communication is strictly prohibited. Unauthorized interception of this message may be in violation of the Electronic Communications Privacy Act, 18 U.S.C. § 2510, et seq. If you have received this communication in error, please notify us immediately at our telephone number: (214) 740-1400.
Case &s@54c?/500488-6126G
DDocument45,- 7 Filedeoh 082049235 in FrageDe of Pagageh# 547
File Number: 20240038686M
Date Filed: 4/1/2024 7:44:00 PM 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
Springfield, IL 62703
:unselected:
THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY
1a. ORGANIZATION'S NAME CYBERLUX CORPORATION
OR
1b. INDIVIDUAL'S SURNAME
FIRST PERSONAL NAME
ADDITIONAL NAME(S)/INITIAL(S)
SUFFIX
1c. MAILING ADDRESS
CITY
STATE
POSTAL CODE
COUNTRY
Research Triangle
NC
USA
2a. ORGANIZATION'S NAME
OR
2b. INDIVIDUAL'S SURNAME
FIRST PERSONAL NAME
ADDITIONAL NAME(S)/INITIAL(S)
SUFFIX
2c. MAILING ADDRESS
CITY
STATE
POSTAL CODE
COUNTRY
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
CITY
STATE
POSTAL CODE
COUNTRY
San Francisco
CA
USA
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
Case &s@54c2/50048B-6126G
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
Springfield, IL 62703
:unselected:
THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY
1a. ORGANIZATION'S NAME OR
1b. INDIVIDUAL'S SURNAME SCHMIDT
FIRST PERSONAL NAME MARK
ADDITIONAL NAME(S)/INITIAL(S) D.
SUFFIX
1c. MAILING ADDRESS
CITY
STATE
POSTAL CODE
COUNTRY
Pittsboro
NC
USA
2a. ORGANIZATION'S NAME
OR 2b. INDIVIDUAL'S SURNAME FIRST PERSONAL NAME
ADDITIONAL NAME(S)/INITIAL(S)
SUFFIX
2c. MAILING ADDRESS CITY
STATE
POSTAL CODE
COUNTRY
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
CITY
STATE
POSTAL CODE
COUNTRY
San Francisco
CA
USA
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
Original source file
- File
- ip-hii-edva-00483-doc-0041-exhibit-7.pdf
- Source UID
- source:546520c532d2860d3662110493b7fe797831dd4aaee8f36ffcf07c0bcf9fb0d6
- Full SHA-256
- 546520c532d2860d3662110493b7fe797831dd4aaee8f36ffcf07c0bcf9fb0d6