Evidence Record

Declaration of Brian Stout in Support of Legalist Spv Iii, L.p.’s Motion for Summary Judgment

1. I am over 18 years old and of sound mind. The following information is based on my personal knowledge and I am competent to testify on the matters herein.

Type
declaration
Court
EDVA
Case
HII v. Cyberlux interpleader
Docket
3:25-cv-00483
Pages
4
Lines
150
SHA-256
5794dbaca549

DISTIL analysis

DISTIL Run
Profile
Standard
Version
1
Doc Type
legal_declaration
Total Nodes
23
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
legal_declaration Brian Stout, Investment Lead, Legalist SPV III, L.P. commercial_litigation_interpleader_secured_lending 2024-03-27 to 2026-04-15
financial_disputemultiple_creditorssecurity_interestdefault_proceedings
Analytical Frame
creditor_claims_evidence
Analytical Summary
Brian Stout of Legalist SPV III, L.P. declares facts supporting Legalist's secured creditor claim in an interpleader action over funds owed by HII Mission Technologies to Cyberlux Corporation. Legalist extended revolving credit to Cyberlux under three successive financing agreements from March 2024 through April 2025, advancing $6,950,000 against government receivables and perfecting security interests via UCC filings in April 2024. After Cyberlux defaulted, Legalist exercised its power of attorney to pay $3,083,639.75 to satisfy a judgment and terminate a receivership in Texas in June 2025. As of April 15, 2026, Cyberlux owes Legalist $13,608,702.73, comprising principal, interest, fees, and legal costs.
Key Points
  • Legalist extended credit to Cyberlux under three financing agreements: March 2024, July 2024, and April 2025
  • Legalist perfected security interest in Cyberlux assets including accounts receivable via UCC filings April 1, 2024
  • Legalist advanced $6,950,000 to Cyberlux in ten disbursements between April and October 2024
  • Legalist paid $3.08M in June 2025 to satisfy Texas judgment against Cyberlux using power of attorney
  • Total Cyberlux indebtedness to Legalist: $13,608,702.73 as of April 15, 2026
Stage 2
Core — Entities, Events, Claims
14 nodes
ENT-001
Entity
Legalist SPV III, L.P.
Legalist SPV III, L.P. ("Legalist") is a secured creditor providing revolving lines of credit focused on legal assets and government receivables lending. Brian Stout serves as Investment Lead of Government Receivables since February 2024.
Page 1 — I work for Legalist SPV III, L.P. ("Legalist"), as Investment Lead of Government Receivables. I have held this position since February 2024. Legalist is in the business of providing revolving lines of credit to fund business operations, with a focus on legal assets, including government receivables lending.
ENT-002
Entity
Cyberlux Corporation
Cyberlux Corporation is the borrower who received financing from Legalist secured against government receivables, specifically the HII Contract. Cyberlux subsequently defaulted on the financing obligations.
Page 1, 2 — On March 27, 2024, Legalist entered into a Government Purchase Order Financing Agreement with Cyberlux, whereby Legalist would provide a line of credit for Legalist to fund operational expenses... On April 29, 2025, Legalist and Cyberlux entered into a Second Amended and Restated Government Purchase Order Financing Agreement ("Financing Agreement"), which acknowledged that Cyberlux had defaulted
ENT-003
Entity
HII Mission Technologies Corp.
HII Mission Technologies Corp. ("HII") is the party to Subcontract No. P000043846 with Cyberlux and the source of the disputed funds in the interpleader litigation. HII is identified as the Interpleader Plaintiff.
Page 1, 2 — Cyberlux provided a copy Subcontract No. P000043846 between Cyberlux and HII Mission Technologies Corp. ("HII") which I understand is the source of the funds at issue in this litigation ("the HII Contract")... HII MISSION TECHNOLOGIES CORP., Interpleader Plaintiff, v. CYBERLUX CORPORATION, et al., Interpleader Defendants/Claimants.
ENT-004
Entity
Atlantic Wave Holdings and Secure Community
Atlantic Wave Holdings, LLC and Secure Community, LLC (collectively "Atlantic Wave") are judgment creditors who brought enforcement action against Cyberlux in Harris County, Texas (Cause No. 2024-48085), resulting in a receivership and judgment exceeding $3 million.
Page 3 — After it was filed on July 30, 2024, Cyberlux made Legalist aware of a judgment enforcement action brought by Atlantic Wave Holdings, LLC and Secure Community, LLC (collectively, "Atlantic Wave") against Cyberlux in Harris County, Texas (Cause No. 2024-48085) (the "Texas Action").
EVT-001
Event
Initial Financing Agreement - March 27, 2024
Legalist and Cyberlux entered into a Government Purchase Order Financing Agreement on March 27, 2024, establishing a revolving line of credit to fund operational expenses.
Page 1 — On March 27, 2024, Legalist entered into a Government Purchase Order Financing Agreement with Cyberlux, whereby Legalist would provide a line of credit for Legalist to fund operational expenses.
EVT-002
Event
UCC Financing Statement Filings - April 1, 2024
Legalist filed UCC financing statements in Nevada and North Carolina on April 1, 2024, perfecting its security interest in Cyberlux's assets including accounts receivable.
Page 2 — On April 1, 2024, Legalist filed UCC financing statements in the office of the Secretary of State for Nevada and North Carolina identifying its lien on Cyberlux's assets, including its accounts receivable (the "UCC Statements").
EVT-003
Event
Amended Financing Agreement - July 14, 2024
Legalist and Cyberlux entered into an Amended and Restated Government Purchase Order Financing Agreement on July 14, 2024, which raised the credit limit and required various warranties from Cyberlux.
Page 1, 2 — On July 14, 2024, Legalist and Cyberlux entered into an Amended and Restated Government Purchase Order Financing Agreement which raised the limit on the line of credit and required various warranties from Cyberlux.
EVT-004
Event
Texas Judgment Action Filed - July 30, 2024
Atlantic Wave filed a judgment enforcement action against Cyberlux in Harris County, Texas (Cause No. 2024-48085) on July 30, 2024, of which Cyberlux subsequently made Legalist aware.
Page 3 — After it was filed on July 30, 2024, Cyberlux made Legalist aware of a judgment enforcement action brought by Atlantic Wave Holdings, LLC and Secure Community, LLC (collectively, "Atlantic Wave") against Cyberlux in Harris County, Texas (Cause No. 2024-48085) (the "Texas Action").
EVT-005
Event
Capital Advances April-October 2024
Between April and October 2024, Cyberlux submitted ten Requests for Disbursement and Legalist advanced $6,950,000 in capital pursuant to the Financing Agreement across ten disbursements ranging from $53,000 to $2,500,000.
Page 3 — Between April and October 2024, Cyberlux requested and Legalist advanced $6,950,000 in capital pursuant to the Financing Agreement, as shown in the chart below... [table showing RFD dates, advance dates, and amounts from 3.29.2024 through 10.3.2024]
EVT-006
Event
Second Amended Agreement Post-Default - April 29, 2025
Legalist and Cyberlux entered into a Second Amended and Restated Government Purchase Order Financing Agreement on April 29, 2025, which acknowledged Cyberlux's default, temporarily raised the credit limit, and provided Legalist additional compensation and protections.
Page 2 — On April 29, 2025, Legalist and Cyberlux entered into a Second Amended and Restated Government Purchase Order Financing Agreement ("Financing Agreement"), which acknowledged that Cyberlux had defaulted, temporarily raised the credit limit, and provided Legalist additional compensation and protections based on Cyberlux's default.
EVT-007
Event
Payment to Texas Receiver - June 11, 2025
On or about June 11, 2025, Legalist wired $3,083,639.75 to the Receiver in the Texas Action on behalf of Cyberlux to satisfy the underlying judgment, accrued interest, and certain costs and fees, exercising its power of attorney authority.
Page 4 — On or about June 11, 2025, through counsel, Legalist wired the sum of $3,083,639.75 to the Receiver in the Texas Action on behalf of Cyberlux to satisfy the underlying judgment, then-accrued interest, and certain costs and fees claimed by the Receiver.
CLM-001
Claim
Legalist Security Interest in Cyberlux Assets
Legalist claims a perfected continuing lien and security interest in all of Cyberlux's assets including contract rights, rights to payment of money, and accounts receivable, as established in the Financing Agreement and UCC filings.
Page 2 — The Financing Agreement provided Legalist "a continuing lien on and security interest in all [Cyberlux's] assets ... including its now existing and hereafter arising rights and interests in . .. contract rights or rights to payment of money ... [and] accounts receivable." Ex. 3, 110.
CLM-002
Claim
Total Cyberlux Indebtedness $13,608,702.73
As of April 15, 2026, Cyberlux owes Legalist total indebtedness of $13,608,702.73, comprising: $10,033,639.75 principal; $2,900,646.70 unpaid interest; $112,500 commitment fee; $53,000 forbearance fee; $312,959.85 paid legal fees; and $195,956.43 unpaid legal fees.
Page 4 — As of April 15, 2026, Cyberlux's total indebtedness to Legalist is $13,608,702.73, comprising of: a. $10,033,639.75 in principal; b. $2,900,646.70 in unpaid interest; c. $112,500.00 for a commitment fee; d. $53,000.00 for a forbearance fee; e. $312,959.85 in paid legal fees and costs; and f. $195,956.43 in unpaid legal fees and costs.
CLM-003
Claim
HII Contract as Sole Anticipated Collateral
Cyberlux informed Legalist that the HII Contract was the only current contract they anticipated the Financing Agreement would support, establishing this contract as the primary collateral basis for the lending relationship.
Page 2 — Cyberlux also informed Legalist that the HII Contract was the only current contract they anticipated the Financing Agreement would support.
Stage 3
In Situ — Quotations, Tells, Tensions, Questions
5 nodes
QUO-001
Quotation
Power of Attorney Scope
The Financing Agreement granted Legalist power of attorney as Cyberlux's attorney in fact to take various actions including discharging liens and doing acts reasonably necessary to preserve and protect Legalist's rights with respect to the collateral.
Page 3, 4 — Legalist had authority to do so under the power of attorney granted in Paragraph 20 of the Financing Agreement, which appoints Legalist as Cyberlux's attorney in fact to take various actions, including to "(iv) discharge past due taxes, assessments, charges, fees, or liens on the Collateral; ... and (xii) do all other acts and things reasonably necessary to carry out the terms of this Agreement and to preserve, protect, or enforce Lender's rights with respect to the Collateral."
TLL-001
Tell
Receiver Represented Termination Condition
At a hearing on June 9, 2025, the Receiver in the Texas Action represented that the receivership would terminate if the Receiver received the full claimed amount of approximately $3.1 million, which informed Legalist's decision to make the payment.
Page 4 — Legalist was informed through counsel that at a hearing in the Texas Action on June 9, 2025, the Receiver represented that the receivership would terminate if the Receiver received the full amount of the claimed judgment, interest, costs, and fees, which totaled just under $3.1 million.
TEN-001
Tension
Cyberlux Initiated Payment Request Despite Default
Despite being in default, Cyberlux approached Legalist through counsel in May 2025 requesting that Legalist pay the Texas judgment and fees, creating tension between Cyberlux's ongoing default status and its attempt to use Legalist's authority to resolve competing creditor claims.
Page 3 — In May 2025, Cyberlux approached Legalist through counsel about paying the judgment and fees requested in the Texas Action. Legalist had authority to do so under the power of attorney granted in Paragraph 20 of the Financing Agreement
QST-001
Question
When Did Cyberlux Default Occur?
The Second Amended Agreement in April 2025 acknowledged that Cyberlux had defaulted, but the declaration does not specify when the default occurred or what triggered it, despite this being material to understanding the timeline of creditor priority.
Page 2 — On April 29, 2025, Legalist and Cyberlux entered into a Second Amended and Restated Government Purchase Order Financing Agreement ("Financing Agreement"), which acknowledged that Cyberlux had defaulted
QST-002
Question
Was Atlantic Wave Aware of Legalist's Security Interest?
The declaration establishes that Legalist filed UCC statements in April 2024 and Atlantic Wave filed its judgment action in July 2024, but does not indicate whether Atlantic Wave had notice of Legalist's prior perfected security interest when pursuing its judgment enforcement.
Page 2, 3 — On April 1, 2024, Legalist filed UCC financing statements in the office of the Secretary of State for Nevada and North Carolina identifying its lien on Cyberlux's assets... After it was filed on July 30, 2024, Cyberlux made Legalist aware of a judgment enforcement action brought by Atlantic Wave Holdings, LLC and Secure Community, LLC
Stage 4
Interpretive — Inferences, Omissions, Patterns
4 nodes
INF-001
Inference
Texas Payment Increased Principal Owed
The $3,083,639.75 payment to the Texas Receiver appears to have been added to Cyberlux's principal debt to Legalist, as the claimed principal of $10,033,639.75 equals the original $6,950,000 advanced plus the Texas payment, indicating Legalist treated the payment as an additional advance rather than an expense.
Page 3, 4 — Between April and October 2024, Cyberlux requested and Legalist advanced $6,950,000 in capital pursuant to the Financing Agreement... On or about June 11, 2025, through counsel, Legalist wired the sum of $3,083,639.75 to the Receiver in the Texas Action on behalf of Cyberlux... As of April 15, 2026, Cyberlux's total indebtedness to Legalist is $13,608,702.73, comprising of: a. $10,033,639.75 in principal
INF-002
Inference
Strategic Timing of UCC Filings
Legalist filed its UCC statements on April 1, 2024, just five days after the initial financing agreement and before the first capital advance on April 9, 2024, demonstrating proactive perfection of security interest before substantial capital was at risk.
Page 1, 2, 3 — On March 27, 2024, Legalist entered into a Government Purchase Order Financing Agreement with Cyberlux... On April 1, 2024, Legalist filed UCC financing statements in the office of the Secretary of State for Nevada and North Carolina... [First advance] 4.9.2024 $1,800,000.00
OMI-001
Omission
No Discussion of HII Contract Terms or Value
The declaration identifies the HII Contract as the source of disputed funds and the sole anticipated contract supporting the financing, but provides no information about the contract's value, payment terms, performance status, or amount owed by HII to Cyberlux.
Page 2 — Cyberlux provided a copy Subcontract No. P000043846 between Cyberlux and HII Mission Technologies Corp. ("HII") which I understand is the source of the funds at issue in this litigation ("the HII Contract")... Cyberlux also informed Legalist that the HII Contract was the only current contract they anticipated the Financing Agreement would support.
OMI-002
Omission
Basis for Default Finding Not Explained
The April 2025 agreement acknowledged Cyberlux's default and provided additional protections, but the declaration does not explain what constituted the default (missed payments, covenant breach, other trigger) or when Legalist first determined default had occurred.
Page 2 — On April 29, 2025, Legalist and Cyberlux entered into a Second Amended and Restated Government Purchase Order Financing Agreement ("Financing Agreement"), which acknowledged that Cyberlux had defaulted, temporarily raised the credit limit, and provided Legalist additional compensation and protections based on Cyberlux's default.

Extracted text

4 pages · 6550 characters

Declaration of Brian Stout in Support of Legalist Spv Iii, L.p.'s Motion for Summary Judgment — Formatted Extract

Type: declaration
Court: EDVA
Matter: HII v. Cyberlux interpleader
Docket: 3:25-cv-00483
Filing Header

IN THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF VIRGINIA RICHMOND DIVISION

HII MISSION TECHNOLOGIES CORP.,

Interpleader Plaintiff,

v. CYBERLUX CORPORATION, et al.,

Interpleader Defendants/Claimants.

Civil Action No. 3:25-cv-483-JAG

DECLARATION OF BRIAN STOUT IN SUPPORT OF LEGALIST SPV III, L.P.'S MOTION FOR SUMMARY JUDGMENT
Declaration

I, Brian Stout, pursuant to the provisions of 28 U.S.C. § 1746, declare:

1.
I am over 18 years old and of sound mind. The following information is based on my personal knowledge and I am competent to testify on the matters herein.
2.
I work for Legalist SPV III, L.P. ("Legalist"), as Investment Lead of Government Receivables. I have held this position since February 2024.
3.
Legalist is in the business of providing revolving lines of credit to fund business operations, with a focus on legal assets, including government receivables lending.
4.
On March 27, 2024, Legalist entered into a Government Purchase Order Financing Agreement with Cyberlux, whereby Legalist would provide a line of credit for Legalist to fund operational expenses. A true and correct copy of the Government Purchase Order Financing Agreement is attached as Exhibit 1.
5.
On July 14, 2024, Legalist and Cyberlux entered into an Amended and Restated Government Purchase Order Financing Agreement which raised the limit on the line of credit and

required various warranties from Cyberlux. A true and correct copy of the Amended and Restated Government Purchase Order Financing Agreement is attached as Exhibit 2.

6.
On April 29, 2025, Legalist and Cyberlux entered into a Second Amended and Restated Government Purchase Order Financing Agreement ("Financing Agreement"), which acknowledged that Cyberlux had defaulted, temporarily raised the credit limit, and provided Legalist additional compensation and protections based on Cyberlux's default. A true and correct copy of the Second Amended and Restated Government Purchase Order Financing Agreement is attached as Exhibit 3.
7.
The Financing Agreement provided Legalist "a continuing lien on and security interest in all [Cyberlux's] assets ... including its now existing and hereafter arising rights and interests in . .. contract rights or rights to payment of money ... [and] accounts receivable." Ex. 3, 110.
8.
On April 1, 2024, Legalist filed UCC financing statements in the office of the Secretary of State for Nevada and North Carolina identifying its lien on Cyberlux's assets, including its accounts receivable (the "UCC Statements"). True and correct copies of the UCC Statements are attached as Exhibit 4.
9.
As part of the underwriting process for the Financing Agreement, Legalist requested that Cyberlux provide a copy of any contracts currently awarded for which operational expenses would be financed under the Financing Agreement. Cyberlux provided a copy Subcontract No. P000043846 between Cyberlux and HII Mission Technologies Corp. ("HII") which I understand is the source of the funds at issue in this litigation ("the HII Contract").
10.
Cyberlux also informed Legalist that the HII Contract was the only current contract they anticipated the Financing Agreement would support.
11.
To receive a capital advance under the Financing Agreement, Cyberlux had to submit a completed Request for Disbursement, which was attached as Exhibit B to each of the financing agreements. See Exs. 1-3, at 18 & Ex. B.
12.
Between April and October 2024, Cyberlux requested and Legalist advanced $6,950,000 in capital pursuant to the Financing Agreement, as shown in the chart below. True and correct copies of the ten Requests for Disbursement submitted by Cyberlux are attached as Exhibit 5.

RFD No.

RFD Date

Advance Date

Amount

3.29.2024

4.9.2024

$1,800,000.00

3.29.2024

4.19.2024

$500,000.00

4.26.2024

5.2.2024

$500,000.00

6.14.2024

6.26.2024

$142,000.00

7.1.2024

7.5.2024

$53,000.00

7.11.2024

7.16.2024

$2,500,000.00

7.29.2024

8.2.2024

$650,000.00

8.14.2024

8.27.2024

$535,000.00

8.27.2024

10.3.2024

$150,000.00

[blank]

10.3.2024

$120,000.00

3.
After it was filed on July 30, 2024, Cyberlux made Legalist aware of a judgment enforcement action brought by Atlantic Wave Holdings, LLC and Secure Community, LLC (collectively, "Atlantic Wave") against Cyberlux in Harris County, Texas (Cause No. 2024-48085) (the "Texas Action").
14.
In May 2025, Cyberlux approached Legalist through counsel about paying the judgment and fees requested in the Texas Action. Legalist had authority to do so under the power of attorney granted in Paragraph 20 of the Financing Agreement, which appoints Legalist as Cyberlux's attorney in fact to take various actions, including to "(iv) discharge past due taxes, assessments, charges, fees, or liens on the Collateral; ... and (xii) do all other acts and things

reasonably necessary to carry out the terms of this Agreement and to preserve, protect, or enforce Lender's rights with respect to the Collateral."

15.
Legalist was informed through counsel that at a hearing in the Texas Action on June 9, 2025, the Receiver represented that the receivership would terminate if the Receiver received the full amount of the claimed judgment, interest, costs, and fees, which totaled just under $3.1 million.
16.
On or about June 11, 2025, through counsel, Legalist wired the sum of $3,083,639.75 to the Receiver in the Texas Action on behalf of Cyberlux to satisfy the underlying judgment, then-accrued interest, and certain costs and fees claimed by the Receiver. A true and correct copy of the receipt for this wire transfer is attached as Exhibit 6.
17.
As of April 15, 2026, Cyberlux's total indebtedness to Legalist is $13,608,702.73, comprising of:

a. $10,033,639.75 in principal;

b. $2,900,646.70 in unpaid interest;

c. $112,500.00 for a commitment fee;

d. $53,000.00 for a forbearance fee;

e. $312,959.85 in paid legal fees and costs; and

f. $195,956.43 in unpaid legal fees and costs.

A true and correct copy of a Payoff Statement identifying Cyberlux's total indebtedness to Legalist as of April 15th, 2026, is attached as Exhibit 7.

I declare under the penalty of perjury that the foregoing is true and correct.

Signed by:

Executed on April 15, 2026.

By: 3F53FA174222434 C Brian Stout

Brian Stout

Original source file

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File
ip-hii-edva-00483-doc-0175-exhibit-1.pdf
Source UID
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Full SHA-256
5794dbaca549b3c3c1f3447efcf7f81f790e85061bfd0d188ac989c68d0f4af1