Preview
FILED
10/4/2023 7:56 PM
FELICIA PITRE
DISTRICT CLERK
DALLAS CO., TEXAS
Belinda Hernandez DEPUTY
DC-23-17177
CAUSE NO. __________
§ IN THE DISTRICT COURT OF
IN RE: §
§ DALLAS COUNTY, TEXAS
DRB CAPITAL LLC § 193rd
§ _______ JUDICIAL DISTRICT
APPLICATION FOR APPROVAL OF TRANSFER OF
STRUCTURED SETTLEMENT PAYMENT RIGHTS
Applicant DRB Capital LLC (“DRB” or “Transferee”) files this Application for Approval
of Transfer of Structured Settlement Payment Rights pursuant to Chapter 141 of the Texas Civil
Practice & Remedies Code (the “Texas Transfer Statute”) and requests that the Court approve a
transfer of the right to receive certain future structured settlement payments. In support of this
Application, DRB would respectfully show the Court as follows:
Discovery Control Plan
1. Although it is anticipated that no discovery will be necessary in this case, pursuant
to Tex. R. Civ. P. Rule 190, this case should be governed by Discovery Control Plan 2.
Parties
2. Applicant DRB is the proposed Transferee as defined by Section 141.002(21) of
the Texas Transfer Statute.
3. (“Payee”) is the Payee as defined
by Section 141.002(9) of the Texas Transfer Statute. Payee is years old and currently resides
in Dallas County, Texas.
4. Prudential Insurance Company of America (“PICA” or “Annuity Issuer”) is the
Annuity Issuer as defined by Section 141.002(1) of the Texas Transfer Statute.
APPLICATION FOR APPROVAL OF TRANSFER OF STRUCTURED SETTLEMENT PAYMENT
RIGHTS – Page 1
5. Prudential Assigned Settlement Services Corporation (“PASSCorp” or “Structured
Settlement Obligor”) is the Structured Settlement Obligor as defined by Section 141.002(15) of
the Texas Transfer Statute.
Venue and Jurisdiction
6. Venue and jurisdiction are proper in District Court in Dallas County, Texas because
the Payee resides in Dallas County, Texas. According to the Section 141.002(2) of the Texas
Transfer Statute, this application is properly brought in the statutory county court, statutory probate
court, or district court of the county in which the Payee resides.
Redaction of Personally Identifiable Information
and Request for Issuance of Order Under Temporary Seal
7. Payee’s personally identifiable information has been redacted from this Application
pursuant to Section 141.006(d) of the Texas Transfer Statute. A written request by Payee to
conceal the personally identifiable information from public inspection is attached hereto as Exhibit
A. DRB will provide the court and each interested party required to receive notice under Section
141.006(b) of the Texas Transfer Statute complete, unredacted copies of the application and all
other pleadings in the time provided by the Texas Transfer Statute.
8. Furthermore, pursuant to Section 141.006(d)(2) of the Texas Transfer Statute, DRB
requests that with respect to any order issued approving or denying this Application, a copy of the
order be filed as part of the public record with the personally identifiable information redacted. At
the same time as the filing of the redacted order, DRB requests that an unredacted copy of the
order be issued under seal, with an unredacted copy of the order provided to DRB and all interested
parties.
APPLICATION FOR APPROVAL OF TRANSFER OF STRUCTURED SETTLEMENT PAYMENT
RIGHTS – Page 2
List of Dependents
9. Payee is and has the following dependents as defined by the Texas Transfer
Statute:
Statement of Facts
10. Payee was involved in the settlement of a lawsuit/claim (the “Settlement”) whereby
Payee became entitled to receive certain structured periodic settlement payments. (The payments
due and payable to Payee under the Settlement shall hereafter be referred to as the “Settlement
Payments.”)
11. In accordance with the Settlement, the obligation to make the Settlement Payments
was assigned to and assumed by PASSCorp. PASSCorp then purchased an annuity (“the
Annuity”), from PICA to fund its obligations to make the Settlement Payments to Payee under the
Settlement. Payee receives the Settlement Payments directly from PICA.
12. In return for the payment of a lump sum, Payee has agreed to transfer and assign to
DRB the right to receive certain Settlement Payments as follows:
•
•
(The payments which are being transferred to DRB pursuant to the Transfer Agreement, as defined
below, and which are the subject of this court proceeding, shall hereafter be referred to as the
“Assigned Payments.”)
13. Payee executed an Absolute Sale and Security Agreement dated on or about
October 2, 2023, in which the Payee agreed to assign and transfer the Assigned Payments to
Transferee DRB and/or its successors and assigns. This document constitutes a Transfer
APPLICATION FOR APPROVAL OF TRANSFER OF STRUCTURED SETTLEMENT PAYMENT
RIGHTS – Page 3
Agreement as defined by Section 141.002(19) of the Texas Transfer Statute (hereinafter referred
to as the “Transfer Agreement” and attached hereto as Exhibit B).
14. DRB timely provided to the Payee a written disclosure statement in accordance
with Section 141.003 of the Texas Transfer Statute, more than three (3) days prior to the date on
which the Payee executed the Transfer Agreement (hereinafter referred to as the “Disclosure
Statement,” and attached hereto as Exhibit C).
15. The transfer is in the best interests of the Payee, taking into account the welfare and
support of the Payee’s dependents, if any.
16. Payee was advised in writing to seek independent professional advice regarding the
financial, legal, and tax implications of the transfer, and the Payee has either received independent
professional advice or has knowingly waived the advice in writing. A copy of the Payee’s
Statement of Independent Professional Advice is attached hereto as Exhibit D.
17. This transfer complies with the Texas Transfer Statute, and does not contravene
any applicable federal or state statute or the order of any court or other governmental or responsible
administrative authority. (A copy of the Texas Transfer Statute is attached hereto as Exhibit E.)
18.
19. At least twenty (20) days prior to the hearing for approval of the transfer, the
Transferee will provide written notice of the hearing to the Annuity Issuer, the Structured
Settlement Obligor, and all other interested parties, if any, and will file same with the Court
pursuant to Section 141.006 of the Texas Transfer Statute. Specifically, the Annuity Issuer, the
Structured Settlement Obligor, and all interested parties will be provided with the following
documents and information pursuant to Section 141.006 of the Texas Transfer Statute:
APPLICATION FOR APPROVAL OF TRANSFER OF STRUCTURED SETTLEMENT PAYMENT
RIGHTS – Page 4
A. A copy of this Application for Approval of Transfer of Structured Settlement
Payment Rights;
B. A copy of the Transfer Agreement;
C. A copy of the Disclosure Statement required by Section 141.003 of the Texas
Transfer Statute;
D. A list of the Payee’s dependent(s), together with each dependent’s age, if any;
E. Notification that any interested party is entitled to support, oppose, or otherwise
respond to this Application, either in person or by counsel, by submitting written
comments to the Court or by participating in the hearing; and
F. Notification of the time and place of the hearing and notification of the manner in
which and the time by which written responses to the Application must be filed in
order to be considered by the Court.
Prayer
Based upon the foregoing, DRB Capital LLC requests that the Court grant this Application
and approve the transfer to DRB of the Assigned Payments. DRB Capital LLC further requests
that any final order(s) entered in this case relative to this Application be maintained under
temporary seal in accordance with Section 141.006(d)(2) of the Texas Transfer Statute.
Respectfully submitted,
VASSAR, MCCOWN, DEAR & SICOTTE, L.L.P.
15851 Dallas Parkway, Suite 525
Addison, TX 75001
Telephone - (972) 371-2411
Fax - (972) 371-2410
Email – transfers@vmdslaw.com
/s/ J. Brian Dear
By: ___________________________
J. Brian Dear
State Bar No. 24032117
David S. Vassar
State Bar No. 20503175
ATTORNEYS FOR DRB CAPITAL LLC
APPLICATION FOR APPROVAL OF TRANSFER OF STRUCTURED SETTLEMENT PAYMENT
RIGHTS – Page 5
DocuSign Envelope ID: B0056025-4BE5-4BC7-A398-A534F1DBC346
EXHIBIT A
Texas Request to Conceal Personally Identifiable Information
Pursuant to Section 141.006(d) of the Texas Structured Settlement Protection Act, Tex. Civ.
Prac. & Rem. Code § 141.006(d), I, , I hereby request that my personally identifiable
information be concealed from public inspection. I consequently request the full redaction of all
such personally identifiable information, including, without limitation, my name, my address,
other information that could reasonably be used to determine my identity or address, the
names of any dependents, family members, and beneficiaries from any application, other
pleadings, or any order filed or submitted before any court or governmental authority in
connection with the proposed transfer of my structured settlement payment rights.
__________
_________________________________
Date
[SS2-TX-DS-2/18]
DocuSign Envelope ID: B4C2B555-17DD-4EB7-BD45-3798E720E8CF
EXHIBIT B
Absolute Sale and Security Agreement
(The “Agreement”)
I, (“I” or “me”), am entitled to certain periodic payments (the “Periodic Payments”), which
I am receiving as a result of the settlement of a personal injury claim (the “Settlement”). The terms of
the Settlement are stated in an agreement (the “Settlement Agreement”). The Periodic Payments are
due to me from the Settlement Obligor. The Settlement Agreement provides for the Periodic
Payments to be paid to me through an annuity (the “Annuity”) issued by the Annuity Issuer.
In consideration of the mutual promises contained here, I agree as follows:
1. Definitions.
a. The “Annuity Issuer” means the entity defined in Exhibit A of this Agreement.
b. The “Settlement Obligor” means the entity defined in Exhibit A of this Agreement.
c. The “Purchaser” means DRB Capital LLC or its assigns.
d. The “Parties” means both Purchaser and me; a “Party” means either the Purchaser or me.
2. Transfer Agreement. I agree to sell and transfer to the Purchaser all of my rights to and interest in
the Periodic Payments that are identified in Exhibit A of this Agreement (the “Assigned Payments”),
which is incorporated herein by reference. In exchange for selling and transferring to the Purchaser
my rights to receive these payments, the Purchaser shall pay me the amount specified in Exhibit A of
this Agreement (the “Purchase Price”).
3. Other Obligations and Promises. I hereby make and agree to the following representations,
warranties and promises, which are unconditionally binding from the moment I sign this
Agreement:
a. No one other than me has any interest or claim of any kind or nature in, to or under the Assigned
Payments.
b. I am not indebted to anyone that would in any way affect either the sale and transfer of the
Assigned Payments referenced above or the Purchaser’s absolute rights to receive the Assigned
Payments.
c. I agree to conduct my affairs from the moment I sign this Agreement so as to ensure that, if the
transfer of the Assigned Payments is approved by a court, the Purchaser will receive the
Assigned Payments described in Section 2 above. This means, among other things, that I agree
not to negotiate with, entertain offers from or enter into agreements with third parties to
purchase the rights to and/or interest in any portion or all of the Assigned Payments after I
execute this Agreement and/or while a petition for the approval of the transfers of the Assigned
Payments to the Purchaser is pending before a court or other government authority (the
“Petition”).
d. I agree to cooperate with the Purchaser and provide any additional documentation and
information as the Purchaser may reasonably require from me regarding the Assigned
[SS2-TX-DS-2/18] Agreement-Page 1
DocuSign Envelope ID: B4C2B555-17DD-4EB7-BD45-3798E720E8CF
Payments and the transaction contemplated herein, and to cooperate with the Purchaser and
its attorney in connection with the Petition.
e. I acknowledge that documents underlying a settlement or an annuity contract may contain
language –and based upon information and belief, the Settlement or Annuity do contain such
language–purporting to prohibit my right or power to accelerate, defer, increase, decrease or
assign my Periodic Payments. Should the pertinent documents relating to the Settlement or the
Annuity contain a provision with this or similar language, I knowingly waive any such provision
and claims I may have relating to such provision. I agree and promise that I will never claim that
the rights to and interest in the Assigned Payments are not transferable, or that the language
mentioned before renders this Agreement void or voidable in any respect. I hereby release the
obligor of the Periodic Payments from any liability related to the existence and waiver of this
prohibitory language and specifically request that they honor my request to assign and sell the
Periodic Payments to the Purchaser.
f. The Purchaser advised me to seek independent professional advice regarding the Agreement
from an attorney, accountant or other professional of my choice. I have knowingly waived any
right and opportunity to seek and receive such advice. I confirm that the Purchaser did not
provide me with financial or legal advice, and that I did not rely on the Purchaser for any such
advice.
g. My state of residence and domicile on the date of the Agreement is Texas (“My State”). I have
provided complete and correct information to the Purchaser concerning my residency status
and have not falsified any of that information nor relocated for the purpose of entering into this
Agreement.
4. Default Provision. I understand and agree that I will be in default if I am in breach of any of my
obligations, covenants, representations and warranties under this Agreement, including without
limitation, in the any of the following situations:
a. Any of the representations stated in Section 3 at any time turn out to be untrue.
b. I fail to perform the promises I made under Section 3, even if a court order approving the
transfer of Assigned Payments has not yet been obtained.
c. Either the Settlement Obligor or the Annuity Issuer refuses or fails to make any one or more of
the Assigned Payments as a result of any act by me, my estate, my representatives, or any of my
heirs.
d. I fail to promptly forward to the Purchaser any Assigned Payments I receive from the
Settlement Obligor or the Annuity Issuer, after the sale and transfer to the Purchaser has been
completed.
I understand that the Purchaser may seek any and all available remedies against me, including
specific performance in case of default by me.
[SS2-TX-DS-2/18] Agreement-Page 2
DocuSign Envelope ID: B4C2B555-17DD-4EB7-BD45-3798E720E8CF
5. The Purchaser’s Obligation to Pay Me. The Purchaser shall pay me the Purchase Price minus any
deductions allowed hereunder, upon the following four conditions being met (each, a “Condition
Precedent”), unless waived by the Purchaser to the extent permitted by law, and I acknowledge that
the Purchaser’s obligation to pay me shall not arise unless the four Conditions Precedent are met or
waived by the Purchaser at its discretion:
a. The Purchaser shall be satisfied, in the Purchaser’s sole reasonable judgment, that there are no
claims or interests of any kind or nature that do or could affect rights to or interest in the
Assigned Payments and/or prevent or interfere with the Purchaser’s receipt of the Assigned
Payments on the dates and in the amounts described above Section 2.
b. The Purchaser has received a final non-appealable court order and/or a signed acknowledgment
from Settlement Obligor and Annuity Issuer satisfactory to the Purchaser in its sole discretion
and which the Purchaser, in its sole judgment, considers sufficient to recognize, authorize, and
provide for the transfer by sale of the Assigned Payments (which may continue to be made out
to my name) to the Purchaser and to insure that the Periodic Payments due on or after the day
of the Order will be forwarded directly to the Purchaser (collectively referred to as the “Order”).
c. The Purchaser has received all documents and information that the Purchaser, in its sole
reasonable judgment, deems necessary to effect the transfer.
d. Final approval has been given by the Purchaser’s underwriting department and the Purchaser
has not determined, in its sole reasonable judgment, that there has been a change of law or
there exists a threatened change of law that could adversely affect this transaction and/or render
this Agreement unenforceable.
6. Security Interest. To secure the performance of my representations, covenants and warranties in
this Agreement, and only to the extent permitted by law, the Purchaser and I intend to create a
security interest –under Article 9 of the Uniform Commercial Code (the “UCC”)– in my rights to and
interest in the Assigned Payments, which rights have been assigned to the Purchaser as payment
intangibles under Article 9 of the UCC. This security interest secures payment of the rights assigned
to the Purchaser in this Agreement and the performance by me of my obligations under this
Agreement, including Section 3 above. I authorize the Purchaser to direct any account debtor or
obligor on an instrument, including without limitation, Settlement Obligor or Annuity Issuer, to
make periodic payments directly to the Purchaser and as contemplated by the UCC. I understand
that these liens are perfected when they attach, which I agree is the date on which the Closing takes
place. Purchaser may also perfect this lien by notice to the party obligated to pay me the Periodic
Payments and/or by filing a UCC-1 Financing Statement. I understand and agree that the Periodic
Payments are payment intangibles.
7. Payments Received by Party Other Than the Party Intended to Receive the Payments.
a. If prior to obtaining the Order or completing the transfer provided for in this Agreement, I
receive any of the Assigned Payments or any portion thereof, I understand and agree an equal
[SS2-TX-DS-2/18] Agreement-Page 3
DocuSign Envelope ID: B4C2B555-17DD-4EB7-BD45-3798E720E8CF
amount shall be deducted from the Purchase Price, and the Purchase Price shall be reduced in
the same amount as these payments, and that the terms of this Agreement regarding the
payments to be assigned, shall be treated as amended to reflect for the adjusted amount.
b. In the event the Purchaser receives or otherwise comes into possession of any of the Periodic
Payments or a portion thereof which are not included in the payments being absolutely sold to
the Purchaser pursuant to this Agreement, the Purchaser agrees to forward such amount(s) to
me within seven (7) days of receipt of such amount(s).
8. Disclosure Statements. All disclosure statements I may receive from the Purchaser in connection
with this transaction as required by applicable law (each, a “Disclosure Statement”) are a material
part of and incorporated by into this Agreement, so that it shall be read as if the contents of each
disclosure statement was stated in full in the body of this Agreement.
9. Advanced Payment and Escrow. I know that it will take some time for the Settlement Obligor and
the Annuity Issuer to receive and process the Order once it is granted. I would like to receive the
Purchase Price or a portion thereof as soon as possible thereafter, and request the Purchaser to pay
me a portion of the Purchase Price as soon as possible after the Order is obtained. That
notwithstanding, I understand and agree that the Purchaser may (but is not required to) to hold in
escrow an amount it deems necessary or advisable from the Purchase Price (the “Escrow Amount”)
for a period of up to 120 days, until (1) all conditions precedent have been satisfied, including,
without limitation, the receipt by the Purchaser of the Settlement Obligor and the Annuity Issuer’s
acknowledgment of the terms of the Order in writing and their agreement to honor and comply
with same, and (2) the Purchaser has received the first of the Assigned Payments as contemplated
hereunder. At such time, or earlier as the Purchaser may determine in its discretion, the Purchaser
will send the Escrow Amount to me minus any Assigned Payments that the Annuity Issuer and/or
Settlement Obligor has sent to me.
10. Power of Attorney. I hereby grant the Purchaser, its COO and its Senior Vice President of
Structured Settlements an irrevocable power of attorney with full powers of substitution to do all
acts and things that I might do regarding the Assigned Payments being transferred under this
Agreement, and any and all rights I have under the Annuity regarding such payments, including the
execution of stipulations or other documents that may be required by or negotiated with the
Settlement Obligor and/or Annuity Issuer. I understand and intend that by doing so, I am giving the
Purchaser all of the power and right I have under the Settlement Agreement to endorse checks,
drafts or other instruments, to alter, edit and change payment instructions and/or beneficiary
designations, and/or to perform any other act in my name that, in the Purchaser’s sole discretion as
my Attorney-in-Fact, is necessary or expedient for the Purchaser to obtain all of the benefits of the
bargain contemplated by this transaction. This includes the power and right to communicate
directly with the Settlement Obligor and the Annuity Issuer in connection with the Assigned
Payments. This power of attorney is coupled with an interest and shall survive my death or disability.
[SS2-TX-DS-2/18] Agreement-Page 4
DocuSign Envelope ID: B4C2B555-17DD-4EB7-BD45-3798E720E8CF
11. Agreement to Arbitrate.
a. Agreement. The Parties agree that any and all controversies, claims, disputes, rights, interests,
suits or causes of action between the Parties (other than the petitions required by law to be filed
in court for the approval of transfers) arising out of or relating to this Agreement, to the
negotiations thereto related or to the breach thereof, or to the formation, validity and/or
enforceability of this agreement to arbitrate or the Agreement (each, a “Claim”), as well as the
question of arbitrability of any such Claim, shall be settled by binding arbitration. This
agreement to arbitrate is binding upon and inures to the benefit of each of the Parties’
respective heirs, executors, administrators, successors, agents, representatives and assigns, in
which case they shall each be treated as a “Party” for purposes of this Section 11.
b. Initiation. Either Party may initiate an arbitration (in such capacity, the “Claimant”) by serving
the other Party (in such capacity, the “Respondent”) with a written demand for arbitration, via
U.S.P.S. Certified Mail. The arbitration of a Claim must be initiated within a reasonable time
after the Claim has accrued. In no event shall a Claim (in a demand or counter-demand) be
entertained if the demand (or counter-demand), is filed after the date when institution of legal
or equitable proceedings based on such Claim would be barred by the applicable statute of
limitations. If a Party raises untimeliness of the filing of the demand as a defense, the arbitrator
must resolve that question prior to holding the hearing on the merits of the demand. If either
Party fails to comply with this Section 11 and the other Party is required to seek court
intervention, the Party failing to comply with the obligations hereunder shall be responsible for
paying the fees and expenses (including attorneys’ fees) incurred in seeking an order to compel.
c. Administration. The arbitration shall not be administered by an arbitration organization but
shall instead be privately administered by the arbitrator appointed pursuant hereto.
Notwithstanding the preceding sentence, the Commercial Rules of the American Arbitration
Association (the “AAA Rules”) shall govern the arbitration and the arbitrator must follow the
AAA Rules, except those regarding the administration of the arbitration process by the
American Arbitration Association (the “AAA”) and those as to which this Section 11 otherwise
provides. In the case of inconsistencies between the terms of this Section 11 and the AAA Rules,
the terms of Section 11 shall govern.
d. The Arbitrator. The arbitration shall be held before a single neutral arbitrator (the “Arbitrator”).
The Claimant shall nominate the Arbitrator within 20 calendar days of the commencement of
the arbitration, by sending the name and resume of the Arbitrator (the “Nomination”) to the
Respondent via U.S.P.S. Certified Mail. The Respondent then has 7 calendar days of receipt of
the Nomination to send an objection in writing to Claimant. If no such objection is sent within
the 7-day period, the Arbitrator shall be deemed appointed. If a written objection is sent within
the 7-day period, the Arbitrator must be selected from a list of arbitrators obtained from the
AAA, from any other statewide or nationwide organization that provides names of arbitrators, or
from an organization with arbitrators who are former judges (the “List”). The Claimant is
responsible for obtaining and sending the List and arbitrator resumes to the Respondent via
U.S.P.S. Certified Mail. If the Parties are unable to agree on an Arbitrator within 14 calendar days
after the List is sent, each Party will have 7 additional calendar days to select an appointing
[SS2-TX-DS-2/18] Agreement-Page 5
DocuSign Envelope ID: B4C2B555-17DD-4EB7-BD45-3798E720E8CF
arbitrator from the List. The Arbitrator will be selected from the List by the appointing
arbitrators by agreement and such selection shall be made within 7 calendar days from the date
the last appointing arbitrator is selected. If a Party fails to timely select an appointing arbitrator,
the other Party’s appointing arbitrator shall be deemed the Arbitrator. If the Arbitrator resigns or
needs to be replaced, the replacement shall be selected in the same manner. Each Party is
responsible to pay the arbitrator directly for 50% of the arbitrator fees as these become due, but
either Party may, in its discretion, pay 100% of the arbitrator fees.
e. Arbitration Process. The arbitration will be held in the largest city of My State. Discovery,
specifically including interrogatories, production of documents and depositions, shall be allowed
at the discretion of the arbitrator. The arbitration may be held telephonically and may be
resolved by submission of documents under Rule E-6 of the AAA Rules, regardless of the
amounts involved in the Claim, unless one of the Parties objects. Any discovery shall be
conducted in accordance with, and governed by, the Federal Rules of Civil Procedure.
f. Waivers. No arbitration of a Claim shall include (by consolidation, joinder or in any other
method) a person or entity who is not a Party to this Agreement, except by written consent
containing a reference to this Agreement and the specific Claim to be arbitrated and the
signature of both Parties and the person or entity sought to be joined. Consent to arbitration
involving an additional person or entity shall not constitute consent to arbitration of any Claim
not described in the written consent or with a person or entity not named therein or who has not
signed the consent. There shall be no right or authority for any Claim to be arbitrated on a class
action basis or on any basis involving Claims brought in a purported representative capacity on
behalf of the general public or other persons or entities similarly situated. I UNDERSTAND
THAT I WILL NOT HAVE THE RIGHT TO PARTICIPATE IN A REPRESENTATIVE CAPACITY OR
AS A MEMBER OF ANY CLASS OF CLAIMANTS IN ANY PROCEEDING PERTAINING OR
RELATING TO A CLAIM THAT I AM HEREBY EXPRESSLY WAIVING THE RIGHT TO SEEK
RELIEF IN A COURT OF LAW, AND THAT SOME RIGHTS THAT I WOULD HAVE IF I WENT TO
COURT MAY NOT BE AVAILABLE IN ARBITRATION.
g. The Award. The award rendered by the arbitrator shall be final, and judgment may be entered
upon it in accordance with applicable law in any competent court with jurisdiction.
Notwithstanding anything herein or in the AAA Rules to the contrary, the arbitrator has the
power to issue a default award, in the event one of the Parties fails to appear or to participate in
the arbitration proceedings. The final award shall identify the substantially prevailing Party and
shall award to that substantially prevailing Party fees and expenses, including attorneys’ fees,
expert fees, arbitrator fees and costs of arbitration.
h. Inconsistencies with Transfer Statutes. This Section 11 does not apply to the extent it is found
to be inconsistent with applicable state law regarding the transfer of structured settlement
payments. In such case, any disputes between the Parties will be governed in accordance with
the laws of my domicile state and My State and the courts in My State will be the proper venue
for any such disputes.
[SS2-TX-DS-2/18] Agreement-Page 6
DocuSign Envelope ID: B4C2B555-17DD-4EB7-BD45-3798E720E8CF
12. Authorizations. By signing this Agreement:
a. I authorize the Purchaser to endorse on my behalf any checks or other negotiable instrument
payable to me with respect to the Assigned Payments, to the extent necessary for the
consummation and enforcement of the transaction contemplated in this Agreement. This
authorization shall survive my death or disability.
b. I authorize the Purchaser to discharge any liens or adverse claims against me or any of the
Assigned Payments, whether or not such liens or adverse claims are disclosed by me, and to pay
(or if the Purchase Price has been deposited into an escrow account, to instruct the escrow
agent to pay) any amounts necessary to discharge such liens or adverse claims, provided the
Purchaser furnishes prior written notice to me. I understand and agree that any such payments
are made on my behalf and shall reduce the Purchase Price. Adverse claims may include
disclosed amounts to be deducted by the Purchaser from the Purchase Price to enable me to
obtain the release of any encumbrance on a portion of the Assigned Payments relating to a prior
transfer transaction(s) that occurred before the enactment of the applicable statue regulating
such transfers. I understand that the law currently in effect requires that such encumbrance be
released in order to complete the transfer that is the subject of this Agreement.
c. I understand that, in the event that a third party has provided a cash advance to me, the
Purchaser may, in its sole and absolute discretion, pay back the third party all or part of the cash
advance. In such an event, I authorize the Purchaser to deduct the amount paid to the third
party from the Purchase Price.
13. Effective Date. This Agreement shall be effective on the date it is signed by me provided, however,
that if applicable law requires the Purchaser to provide a disclosure statement a certain number of
days prior to the effectiveness of an agreement to transfer structured settlement payments, this
Agreement shall then be deemed effective and entered into as of the date such period expires after
I receive the Disclosure Statements from the Purchaser, and I will not be considered to have
incurred any obligation with respect to this Agreement or the transfer contemplated hereby until
after such period has expired.
14. My Right to Cancel. I have the right to cancel this Agreement, without penalty or further
obligation, within the first three (3) business days after the Agreement becomes effective as
provided in Section 13. In order to cancel, I must provide the Purchaser with written notice within
three (3) business days, as provided for in Section 16(c). After the 3-day term has concluded, this
Agreement is no longer terminable at my will.
15. Applicable Law. This Agreement shall be governed by and interpreted, construed and enforced in
accordance with the laws of My State. Except as provided in the agreement to arbitrate, proper
venue to bring any cause of action arising out of a breach of this Agreement lies in the courts of My
State with competent jurisdiction and the Parties agree and submit to the jurisdiction of such
courts.
[SS2-TX-DS-2/18] Agreement-Page 7
DocuSign Envelope ID: B4C2B555-17DD-4EB7-BD45-3798E720E8CF
16. Miscellaneous.
a. Assignment. I understand and agree that I have no right or power to assign my rights or
obligations under this Agreement. I further agree that the Purchaser may assign or transfer its
rights and/or obligations, without my prior approval, provided that the assignee specifically
agrees to be bound by the terms and conditions hereof. I hereby acknowledge that I was
informed that this Agreement or the rights thereunder may be assigned to a third party who will
rely upon the truth and accuracy of the representations and warranties that I have given to the
Purchaser in this Agreement and otherwise in connection with this transaction. When requested
by the Purchaser or any assignee, I will sign and deliver any and all reasonably requested
documents as the Purchaser or such assignee may require to confirm the various rights and
obligations of the Parties under this Agreement.
b. Severability. If any provision of this Agreement is held to be invalid or unenforceable, the
provision shall be construed to have the broadest interpretation that would make it valid and
enforceable. Invalidity or unenforceability of one provision shall not affect any other provision of
this Agreement.
c. Notices. Except as otherwise provided herein, all notices, demands, and other communications
required or permitted under this Agreement (collectively, the “Notices”) must be made in writing,
and delivered (with proof of delivery and receipt): (1) by hand, (2) via the U.S. Post Office,
Certified Mail, Return Receipt Requested, or (3) by overnight delivery service. For purposes of the
Notices, the Purchaser’s address is 1625 S. Congress Ave., Suite 200A, Delray Beach, FL 33445,
and my address is the one contained in the Court Order Application or any such address that I
notify to the Purchaser pursuant to this Section 16(c).
d. Governing Language. If I have been provided with a translation of this Agreement, I agree that
this version in English shall govern in case of inconsistencies.
e. Other Terms and Conditions. By signing this Agreement, you also agree to the Terms and
Conditions enclosed in the package containing the phone that the Purchaser sent to you, if any,
including its arbitration provision.
f. Counterparts and Electronic Signature. This Agreement may be executed in counterparts,
each of which when so executed shall be deemed to be an original and all of which when taken
together shall constitute one and the same agreement. The Agreement can be signed through
the use of commercially available electronic software which results in confirmed signatures
delivered electronically to each of the Parties.
[Signature Pages Follow.]
[SS2-TX-DS-2/18] Agreement-Page 8
DocuSign Envelope ID: B4C2B555-17DD-4EB7-BD45-3798E720E8CF
Seller Signature Page to
Absolute Sale and Security Agreement
In witness whereof I hereunto set my hand.
__________
10/2/2023
____________________________________
Date
[SS2-TX-DS-2/18] Agreement-Page 9
DocuSign Envelope ID: B4C2B555-17DD-4EB7-BD45-3798E720E8CF
Exhibit A to Absolute Sale and Security Agreement
(“Exhibit A”)
*Capitalized terms not defined in this document are defined in the Absolute Sale and Security
Agreement (the “Agreement”).
Annuity Issuer and Settlement Obligor
• The “Annuity Issuer” means Prudential Insurance Company of America.
• The “Settlement Obligor” means Prudential Assigned Settlement Services Corporation.
Assigned Payments
I have agreed to sell to the Purchaser all of my rights to and interest in the following Assigned
Payments:
I retain
the right to and interest in all other Periodic Payments not listed here.
Purchase Price
In exchange for selling and transferring to the Purchaser my rights to receive the Assigned Payments
listed here, the Purchaser shall pay me (the “Purchase Price”), subject to all terms and
conditions of the Agreement.
____________
10/2/2023
____________________________________
Date
[SS2-TX-DS-2/18]
DocuSign Envelope ID: B0056025-4BE5-4BC7-A398-A534F1DBC346
EXHIBIT C
TEXAS DISCLOSURE STATEMENT
Payee:
This Disclosure Statement is being provided by DRB Capital LLC and its
affiliates (collectively, the “Purchaser” or “Us”) to (“Payee” or
“You”) in connection with Payee’s agreement to transfer and sell to the
Purchaser certain structured settlement payment rights due Payee.
1. Schedule of Payments Transferred. The Payee intends to transfer or sell to
the Purchaser all of Payee’s rights, title and interest in the following
payments:
2. Aggregate Amount of Payments Transferred. The aggregate amount of
payments to be sold and transferred to the Purchaser totals
3. Discounted Present Value. The discounted present value of the aggregate
payments transferred is The discounted present value is the
calculation of current value of the transferred structured settlement
payments under federal standards for valuing annuities. The applicable
federal rate used in calculating the discounted present value is THIS IS
NOT THE RATE USED TO CALCULATE THE PURCHASE PRICE.
4. Gross Amount Payable. In exchange for these payments, the Payee will
receive the gross amount of
5. Fees and Expenses. The Payee will be responsible for the following
approximate commissions, charges, fees, expenses, and costs in connection
with the closing of this transaction:
Legal Fees -
Processing Fees - NONE
[D-GSS-TX 3/17] Page 1 of 3
DocuSign Envelope ID: B0056025-4BE5-4BC7-A398-A534F1DBC346
Insurance Company Administration Fee paid to be paid by the
Purchaser, NOT payee: $750.00
6. Net Amount Payable. The net amount payable to Payee after the
deduction of all commissions, fees, costs, expenses and charges described in
paragraph 5 of this disclosure is
7. Right to Cancel. The Payee shall have the right to cancel the Absolute Sale
and Security Agreement, without penalty or further obligation, not later than
the third (3rd) business day, after the Absolute Sale and Security Agreement is
signed by the Payee.
8. Penalty in the Event of Breach of Contract. The amount of any penalty and
the aggregate amount of any liquidated damages (inclusive of penalties),
payable to the Purchaser, by the Payee in the event of the Payee’s breach of
the transfer agreement is: NONE.
9. Independent Professional Advice. The Payee has been advised to consult
with Payee’s own attorney, certified public accountant, actuary, or other
professional adviser concerning the legal, tax, and financial implications of a
sale and transfer of structured settlement payment rights, including the
federal and state income tax consequences of a sale and transfer. The
Purchaser has further advised that it will not provide You with any financial,
legal or tax advice and that You should not rely on any such advice from the
Purchaser.
10. Remarks on Discount Rates. A structured settlement transfer is not like
a home mortgage or auto loan; in fact, these transactions are not loans, but
sales, so You won’t owe anyone any money. Comparing the discount rate for
these transactions with those for a mortgage or auto loan is like comparing
apples and oranges. Structured settlement transfer transactions are costly
and require going to court, hiring an attorney and managing a lengthy
complex process.
In addition, banks won’t lend to people without substantial collateral and a
strong credit score. Banks don’t lend against structured settlement payments
so comparing what a bank would hypothetically charge is meaningless.
[D-GSS-TX 3/17] Page 2 of 3
DocuSign Envelope ID: B0056025-4BE5-4BC7-A398-A534F1DBC346
And, structured settlement payments are only as good as the insurance
company that has to make the payments. In 2008, AIG International, one of
the largest insurance companies in the world came within a few days of
becoming insolvent and going under – it was only a gigantic loan of some
$178 billion dollars from the US
Preview
FILED 10/4/2023 7:56 PM FELICIA PITRE DISTRICT CLERK DALLAS CO., TEXAS Belinda Hernandez DEPUTY DC-23-17177 CAUSE NO. __________ § IN THE DISTRICT COURT OF IN RE: § § DALLAS COUNTY, TEXAS DRB CAPITAL LLC § 193rd § _______ JUDICIAL DISTRICT APPLICATION FOR APPROVAL OF TRANSFER OF STRUCTURED SETTLEMENT PAYMENT RIGHTS Applicant DRB Capital LLC (“DRB” or “Transferee”) files this Application for Approval of Transfer of Structured Settlement Payment Rights pursuant to Chapter 141 of the Texas Civil Practice & Remedies Code (the “Texas Transfer Statute”) and requests that the Court approve a transfer of the right to receive certain future structured settlement payments. In support of this Application, DRB would respectfully show the Court as follows: Discovery Control Plan 1. Although it is anticipated that no discovery will be necessary in this case, pursuant to Tex. R. Civ. P. Rule 190, this case should be governed by Discovery Control Plan 2. Parties 2. Applicant DRB is the proposed Transferee as defined by Section 141.002(21) of the Texas Transfer Statute. 3. (“Payee”) is the Payee as defined by Section 141.002(9) of the Texas Transfer Statute. Payee is years old and currently resides in Dallas County, Texas. 4. Prudential Insurance Company of America (“PICA” or “Annuity Issuer”) is the Annuity Issuer as defined by Section 141.002(1) of the Texas Transfer Statute. APPLICATION FOR APPROVAL OF TRANSFER OF STRUCTURED SETTLEMENT PAYMENT RIGHTS – Page 1 5. Prudential Assigned Settlement Services Corporation (“PASSCorp” or “Structured Settlement Obligor”) is the Structured Settlement Obligor as defined by Section 141.002(15) of the Texas Transfer Statute. Venue and Jurisdiction 6. Venue and jurisdiction are proper in District Court in Dallas County, Texas because the Payee resides in Dallas County, Texas. According to the Section 141.002(2) of the Texas Transfer Statute, this application is properly brought in the statutory county court, statutory probate court, or district court of the county in which the Payee resides. Redaction of Personally Identifiable Information and Request for Issuance of Order Under Temporary Seal 7. Payee’s personally identifiable information has been redacted from this Application pursuant to Section 141.006(d) of the Texas Transfer Statute. A written request by Payee to conceal the personally identifiable information from public inspection is attached hereto as Exhibit A. DRB will provide the court and each interested party required to receive notice under Section 141.006(b) of the Texas Transfer Statute complete, unredacted copies of the application and all other pleadings in the time provided by the Texas Transfer Statute. 8. Furthermore, pursuant to Section 141.006(d)(2) of the Texas Transfer Statute, DRB requests that with respect to any order issued approving or denying this Application, a copy of the order be filed as part of the public record with the personally identifiable information redacted. At the same time as the filing of the redacted order, DRB requests that an unredacted copy of the order be issued under seal, with an unredacted copy of the order provided to DRB and all interested parties. APPLICATION FOR APPROVAL OF TRANSFER OF STRUCTURED SETTLEMENT PAYMENT RIGHTS – Page 2 List of Dependents 9. Payee is and has the following dependents as defined by the Texas Transfer Statute: Statement of Facts 10. Payee was involved in the settlement of a lawsuit/claim (the “Settlement”) whereby Payee became entitled to receive certain structured periodic settlement payments. (The payments due and payable to Payee under the Settlement shall hereafter be referred to as the “Settlement Payments.”) 11. In accordance with the Settlement, the obligation to make the Settlement Payments was assigned to and assumed by PASSCorp. PASSCorp then purchased an annuity (“the Annuity”), from PICA to fund its obligations to make the Settlement Payments to Payee under the Settlement. Payee receives the Settlement Payments directly from PICA. 12. In return for the payment of a lump sum, Payee has agreed to transfer and assign to DRB the right to receive certain Settlement Payments as follows: • • (The payments which are being transferred to DRB pursuant to the Transfer Agreement, as defined below, and which are the subject of this court proceeding, shall hereafter be referred to as the “Assigned Payments.”) 13. Payee executed an Absolute Sale and Security Agreement dated on or about October 2, 2023, in which the Payee agreed to assign and transfer the Assigned Payments to Transferee DRB and/or its successors and assigns. This document constitutes a Transfer APPLICATION FOR APPROVAL OF TRANSFER OF STRUCTURED SETTLEMENT PAYMENT RIGHTS – Page 3 Agreement as defined by Section 141.002(19) of the Texas Transfer Statute (hereinafter referred to as the “Transfer Agreement” and attached hereto as Exhibit B). 14. DRB timely provided to the Payee a written disclosure statement in accordance with Section 141.003 of the Texas Transfer Statute, more than three (3) days prior to the date on which the Payee executed the Transfer Agreement (hereinafter referred to as the “Disclosure Statement,” and attached hereto as Exhibit C). 15. The transfer is in the best interests of the Payee, taking into account the welfare and support of the Payee’s dependents, if any. 16. Payee was advised in writing to seek independent professional advice regarding the financial, legal, and tax implications of the transfer, and the Payee has either received independent professional advice or has knowingly waived the advice in writing. A copy of the Payee’s Statement of Independent Professional Advice is attached hereto as Exhibit D. 17. This transfer complies with the Texas Transfer Statute, and does not contravene any applicable federal or state statute or the order of any court or other governmental or responsible administrative authority. (A copy of the Texas Transfer Statute is attached hereto as Exhibit E.) 18. 19. At least twenty (20) days prior to the hearing for approval of the transfer, the Transferee will provide written notice of the hearing to the Annuity Issuer, the Structured Settlement Obligor, and all other interested parties, if any, and will file same with the Court pursuant to Section 141.006 of the Texas Transfer Statute. Specifically, the Annuity Issuer, the Structured Settlement Obligor, and all interested parties will be provided with the following documents and information pursuant to Section 141.006 of the Texas Transfer Statute: APPLICATION FOR APPROVAL OF TRANSFER OF STRUCTURED SETTLEMENT PAYMENT RIGHTS – Page 4 A. A copy of this Application for Approval of Transfer of Structured Settlement Payment Rights; B. A copy of the Transfer Agreement; C. A copy of the Disclosure Statement required by Section 141.003 of the Texas Transfer Statute; D. A list of the Payee’s dependent(s), together with each dependent’s age, if any; E. Notification that any interested party is entitled to support, oppose, or otherwise respond to this Application, either in person or by counsel, by submitting written comments to the Court or by participating in the hearing; and F. Notification of the time and place of the hearing and notification of the manner in which and the time by which written responses to the Application must be filed in order to be considered by the Court. Prayer Based upon the foregoing, DRB Capital LLC requests that the Court grant this Application and approve the transfer to DRB of the Assigned Payments. DRB Capital LLC further requests that any final order(s) entered in this case relative to this Application be maintained under temporary seal in accordance with Section 141.006(d)(2) of the Texas Transfer Statute. Respectfully submitted, VASSAR, MCCOWN, DEAR & SICOTTE, L.L.P. 15851 Dallas Parkway, Suite 525 Addison, TX 75001 Telephone - (972) 371-2411 Fax - (972) 371-2410 Email – transfers@vmdslaw.com /s/ J. Brian Dear By: ___________________________ J. Brian Dear State Bar No. 24032117 David S. Vassar State Bar No. 20503175 ATTORNEYS FOR DRB CAPITAL LLC APPLICATION FOR APPROVAL OF TRANSFER OF STRUCTURED SETTLEMENT PAYMENT RIGHTS – Page 5 DocuSign Envelope ID: B0056025-4BE5-4BC7-A398-A534F1DBC346 EXHIBIT A Texas Request to Conceal Personally Identifiable Information Pursuant to Section 141.006(d) of the Texas Structured Settlement Protection Act, Tex. Civ. Prac. & Rem. Code § 141.006(d), I, , I hereby request that my personally identifiable information be concealed from public inspection. I consequently request the full redaction of all such personally identifiable information, including, without limitation, my name, my address, other information that could reasonably be used to determine my identity or address, the names of any dependents, family members, and beneficiaries from any application, other pleadings, or any order filed or submitted before any court or governmental authority in connection with the proposed transfer of my structured settlement payment rights. __________ _________________________________ Date [SS2-TX-DS-2/18] DocuSign Envelope ID: B4C2B555-17DD-4EB7-BD45-3798E720E8CF EXHIBIT B Absolute Sale and Security Agreement (The “Agreement”) I, (“I” or “me”), am entitled to certain periodic payments (the “Periodic Payments”), which I am receiving as a result of the settlement of a personal injury claim (the “Settlement”). The terms of the Settlement are stated in an agreement (the “Settlement Agreement”). The Periodic Payments are due to me from the Settlement Obligor. The Settlement Agreement provides for the Periodic Payments to be paid to me through an annuity (the “Annuity”) issued by the Annuity Issuer. In consideration of the mutual promises contained here, I agree as follows: 1. Definitions. a. The “Annuity Issuer” means the entity defined in Exhibit A of this Agreement. b. The “Settlement Obligor” means the entity defined in Exhibit A of this Agreement. c. The “Purchaser” means DRB Capital LLC or its assigns. d. The “Parties” means both Purchaser and me; a “Party” means either the Purchaser or me. 2. Transfer Agreement. I agree to sell and transfer to the Purchaser all of my rights to and interest in the Periodic Payments that are identified in Exhibit A of this Agreement (the “Assigned Payments”), which is incorporated herein by reference. In exchange for selling and transferring to the Purchaser my rights to receive these payments, the Purchaser shall pay me the amount specified in Exhibit A of this Agreement (the “Purchase Price”). 3. Other Obligations and Promises. I hereby make and agree to the following representations, warranties and promises, which are unconditionally binding from the moment I sign this Agreement: a. No one other than me has any interest or claim of any kind or nature in, to or under the Assigned Payments. b. I am not indebted to anyone that would in any way affect either the sale and transfer of the Assigned Payments referenced above or the Purchaser’s absolute rights to receive the Assigned Payments. c. I agree to conduct my affairs from the moment I sign this Agreement so as to ensure that, if the transfer of the Assigned Payments is approved by a court, the Purchaser will receive the Assigned Payments described in Section 2 above. This means, among other things, that I agree not to negotiate with, entertain offers from or enter into agreements with third parties to purchase the rights to and/or interest in any portion or all of the Assigned Payments after I execute this Agreement and/or while a petition for the approval of the transfers of the Assigned Payments to the Purchaser is pending before a court or other government authority (the “Petition”). d. I agree to cooperate with the Purchaser and provide any additional documentation and information as the Purchaser may reasonably require from me regarding the Assigned [SS2-TX-DS-2/18] Agreement-Page 1 DocuSign Envelope ID: B4C2B555-17DD-4EB7-BD45-3798E720E8CF Payments and the transaction contemplated herein, and to cooperate with the Purchaser and its attorney in connection with the Petition. e. I acknowledge that documents underlying a settlement or an annuity contract may contain language –and based upon information and belief, the Settlement or Annuity do contain such language–purporting to prohibit my right or power to accelerate, defer, increase, decrease or assign my Periodic Payments. Should the pertinent documents relating to the Settlement or the Annuity contain a provision with this or similar language, I knowingly waive any such provision and claims I may have relating to such provision. I agree and promise that I will never claim that the rights to and interest in the Assigned Payments are not transferable, or that the language mentioned before renders this Agreement void or voidable in any respect. I hereby release the obligor of the Periodic Payments from any liability related to the existence and waiver of this prohibitory language and specifically request that they honor my request to assign and sell the Periodic Payments to the Purchaser. f. The Purchaser advised me to seek independent professional advice regarding the Agreement from an attorney, accountant or other professional of my choice. I have knowingly waived any right and opportunity to seek and receive such advice. I confirm that the Purchaser did not provide me with financial or legal advice, and that I did not rely on the Purchaser for any such advice. g. My state of residence and domicile on the date of the Agreement is Texas (“My State”). I have provided complete and correct information to the Purchaser concerning my residency status and have not falsified any of that information nor relocated for the purpose of entering into this Agreement. 4. Default Provision. I understand and agree that I will be in default if I am in breach of any of my obligations, covenants, representations and warranties under this Agreement, including without limitation, in the any of the following situations: a. Any of the representations stated in Section 3 at any time turn out to be untrue. b. I fail to perform the promises I made under Section 3, even if a court order approving the transfer of Assigned Payments has not yet been obtained. c. Either the Settlement Obligor or the Annuity Issuer refuses or fails to make any one or more of the Assigned Payments as a result of any act by me, my estate, my representatives, or any of my heirs. d. I fail to promptly forward to the Purchaser any Assigned Payments I receive from the Settlement Obligor or the Annuity Issuer, after the sale and transfer to the Purchaser has been completed. I understand that the Purchaser may seek any and all available remedies against me, including specific performance in case of default by me. [SS2-TX-DS-2/18] Agreement-Page 2 DocuSign Envelope ID: B4C2B555-17DD-4EB7-BD45-3798E720E8CF 5. The Purchaser’s Obligation to Pay Me. The Purchaser shall pay me the Purchase Price minus any deductions allowed hereunder, upon the following four conditions being met (each, a “Condition Precedent”), unless waived by the Purchaser to the extent permitted by law, and I acknowledge that the Purchaser’s obligation to pay me shall not arise unless the four Conditions Precedent are met or waived by the Purchaser at its discretion: a. The Purchaser shall be satisfied, in the Purchaser’s sole reasonable judgment, that there are no claims or interests of any kind or nature that do or could affect rights to or interest in the Assigned Payments and/or prevent or interfere with the Purchaser’s receipt of the Assigned Payments on the dates and in the amounts described above Section 2. b. The Purchaser has received a final non-appealable court order and/or a signed acknowledgment from Settlement Obligor and Annuity Issuer satisfactory to the Purchaser in its sole discretion and which the Purchaser, in its sole judgment, considers sufficient to recognize, authorize, and provide for the transfer by sale of the Assigned Payments (which may continue to be made out to my name) to the Purchaser and to insure that the Periodic Payments due on or after the day of the Order will be forwarded directly to the Purchaser (collectively referred to as the “Order”). c. The Purchaser has received all documents and information that the Purchaser, in its sole reasonable judgment, deems necessary to effect the transfer. d. Final approval has been given by the Purchaser’s underwriting department and the Purchaser has not determined, in its sole reasonable judgment, that there has been a change of law or there exists a threatened change of law that could adversely affect this transaction and/or render this Agreement unenforceable. 6. Security Interest. To secure the performance of my representations, covenants and warranties in this Agreement, and only to the extent permitted by law, the Purchaser and I intend to create a security interest –under Article 9 of the Uniform Commercial Code (the “UCC”)– in my rights to and interest in the Assigned Payments, which rights have been assigned to the Purchaser as payment intangibles under Article 9 of the UCC. This security interest secures payment of the rights assigned to the Purchaser in this Agreement and the performance by me of my obligations under this Agreement, including Section 3 above. I authorize the Purchaser to direct any account debtor or obligor on an instrument, including without limitation, Settlement Obligor or Annuity Issuer, to make periodic payments directly to the Purchaser and as contemplated by the UCC. I understand that these liens are perfected when they attach, which I agree is the date on which the Closing takes place. Purchaser may also perfect this lien by notice to the party obligated to pay me the Periodic Payments and/or by filing a UCC-1 Financing Statement. I understand and agree that the Periodic Payments are payment intangibles. 7. Payments Received by Party Other Than the Party Intended to Receive the Payments. a. If prior to obtaining the Order or completing the transfer provided for in this Agreement, I receive any of the Assigned Payments or any portion thereof, I understand and agree an equal [SS2-TX-DS-2/18] Agreement-Page 3 DocuSign Envelope ID: B4C2B555-17DD-4EB7-BD45-3798E720E8CF amount shall be deducted from the Purchase Price, and the Purchase Price shall be reduced in the same amount as these payments, and that the terms of this Agreement regarding the payments to be assigned, shall be treated as amended to reflect for the adjusted amount. b. In the event the Purchaser receives or otherwise comes into possession of any of the Periodic Payments or a portion thereof which are not included in the payments being absolutely sold to the Purchaser pursuant to this Agreement, the Purchaser agrees to forward such amount(s) to me within seven (7) days of receipt of such amount(s). 8. Disclosure Statements. All disclosure statements I may receive from the Purchaser in connection with this transaction as required by applicable law (each, a “Disclosure Statement”) are a material part of and incorporated by into this Agreement, so that it shall be read as if the contents of each disclosure statement was stated in full in the body of this Agreement. 9. Advanced Payment and Escrow. I know that it will take some time for the Settlement Obligor and the Annuity Issuer to receive and process the Order once it is granted. I would like to receive the Purchase Price or a portion thereof as soon as possible thereafter, and request the Purchaser to pay me a portion of the Purchase Price as soon as possible after the Order is obtained. That notwithstanding, I understand and agree that the Purchaser may (but is not required to) to hold in escrow an amount it deems necessary or advisable from the Purchase Price (the “Escrow Amount”) for a period of up to 120 days, until (1) all conditions precedent have been satisfied, including, without limitation, the receipt by the Purchaser of the Settlement Obligor and the Annuity Issuer’s acknowledgment of the terms of the Order in writing and their agreement to honor and comply with same, and (2) the Purchaser has received the first of the Assigned Payments as contemplated hereunder. At such time, or earlier as the Purchaser may determine in its discretion, the Purchaser will send the Escrow Amount to me minus any Assigned Payments that the Annuity Issuer and/or Settlement Obligor has sent to me. 10. Power of Attorney. I hereby grant the Purchaser, its COO and its Senior Vice President of Structured Settlements an irrevocable power of attorney with full powers of substitution to do all acts and things that I might do regarding the Assigned Payments being transferred under this Agreement, and any and all rights I have under the Annuity regarding such payments, including the execution of stipulations or other documents that may be required by or negotiated with the Settlement Obligor and/or Annuity Issuer. I understand and intend that by doing so, I am giving the Purchaser all of the power and right I have under the Settlement Agreement to endorse checks, drafts or other instruments, to alter, edit and change payment instructions and/or beneficiary designations, and/or to perform any other act in my name that, in the Purchaser’s sole discretion as my Attorney-in-Fact, is necessary or expedient for the Purchaser to obtain all of the benefits of the bargain contemplated by this transaction. This includes the power and right to communicate directly with the Settlement Obligor and the Annuity Issuer in connection with the Assigned Payments. This power of attorney is coupled with an interest and shall survive my death or disability. [SS2-TX-DS-2/18] Agreement-Page 4 DocuSign Envelope ID: B4C2B555-17DD-4EB7-BD45-3798E720E8CF 11. Agreement to Arbitrate. a. Agreement. The Parties agree that any and all controversies, claims, disputes, rights, interests, suits or causes of action between the Parties (other than the petitions required by law to be filed in court for the approval of transfers) arising out of or relating to this Agreement, to the negotiations thereto related or to the breach thereof, or to the formation, validity and/or enforceability of this agreement to arbitrate or the Agreement (each, a “Claim”), as well as the question of arbitrability of any such Claim, shall be settled by binding arbitration. This agreement to arbitrate is binding upon and inures to the benefit of each of the Parties’ respective heirs, executors, administrators, successors, agents, representatives and assigns, in which case they shall each be treated as a “Party” for purposes of this Section 11. b. Initiation. Either Party may initiate an arbitration (in such capacity, the “Claimant”) by serving the other Party (in such capacity, the “Respondent”) with a written demand for arbitration, via U.S.P.S. Certified Mail. The arbitration of a Claim must be initiated within a reasonable time after the Claim has accrued. In no event shall a Claim (in a demand or counter-demand) be entertained if the demand (or counter-demand), is filed after the date when institution of legal or equitable proceedings based on such Claim would be barred by the applicable statute of limitations. If a Party raises untimeliness of the filing of the demand as a defense, the arbitrator must resolve that question prior to holding the hearing on the merits of the demand. If either Party fails to comply with this Section 11 and the other Party is required to seek court intervention, the Party failing to comply with the obligations hereunder shall be responsible for paying the fees and expenses (including attorneys’ fees) incurred in seeking an order to compel. c. Administration. The arbitration shall not be administered by an arbitration organization but shall instead be privately administered by the arbitrator appointed pursuant hereto. Notwithstanding the preceding sentence, the Commercial Rules of the American Arbitration Association (the “AAA Rules”) shall govern the arbitration and the arbitrator must follow the AAA Rules, except those regarding the administration of the arbitration process by the American Arbitration Association (the “AAA”) and those as to which this Section 11 otherwise provides. In the case of inconsistencies between the terms of this Section 11 and the AAA Rules, the terms of Section 11 shall govern. d. The Arbitrator. The arbitration shall be held before a single neutral arbitrator (the “Arbitrator”). The Claimant shall nominate the Arbitrator within 20 calendar days of the commencement of the arbitration, by sending the name and resume of the Arbitrator (the “Nomination”) to the Respondent via U.S.P.S. Certified Mail. The Respondent then has 7 calendar days of receipt of the Nomination to send an objection in writing to Claimant. If no such objection is sent within the 7-day period, the Arbitrator shall be deemed appointed. If a written objection is sent within the 7-day period, the Arbitrator must be selected from a list of arbitrators obtained from the AAA, from any other statewide or nationwide organization that provides names of arbitrators, or from an organization with arbitrators who are former judges (the “List”). The Claimant is responsible for obtaining and sending the List and arbitrator resumes to the Respondent via U.S.P.S. Certified Mail. If the Parties are unable to agree on an Arbitrator within 14 calendar days after the List is sent, each Party will have 7 additional calendar days to select an appointing [SS2-TX-DS-2/18] Agreement-Page 5 DocuSign Envelope ID: B4C2B555-17DD-4EB7-BD45-3798E720E8CF arbitrator from the List. The Arbitrator will be selected from the List by the appointing arbitrators by agreement and such selection shall be made within 7 calendar days from the date the last appointing arbitrator is selected. If a Party fails to timely select an appointing arbitrator, the other Party’s appointing arbitrator shall be deemed the Arbitrator. If the Arbitrator resigns or needs to be replaced, the replacement shall be selected in the same manner. Each Party is responsible to pay the arbitrator directly for 50% of the arbitrator fees as these become due, but either Party may, in its discretion, pay 100% of the arbitrator fees. e. Arbitration Process. The arbitration will be held in the largest city of My State. Discovery, specifically including interrogatories, production of documents and depositions, shall be allowed at the discretion of the arbitrator. The arbitration may be held telephonically and may be resolved by submission of documents under Rule E-6 of the AAA Rules, regardless of the amounts involved in the Claim, unless one of the Parties objects. Any discovery shall be conducted in accordance with, and governed by, the Federal Rules of Civil Procedure. f. Waivers. No arbitration of a Claim shall include (by consolidation, joinder or in any other method) a person or entity who is not a Party to this Agreement, except by written consent containing a reference to this Agreement and the specific Claim to be arbitrated and the signature of both Parties and the person or entity sought to be joined. Consent to arbitration involving an additional person or entity shall not constitute consent to arbitration of any Claim not described in the written consent or with a person or entity not named therein or who has not signed the consent. There shall be no right or authority for any Claim to be arbitrated on a class action basis or on any basis involving Claims brought in a purported representative capacity on behalf of the general public or other persons or entities similarly situated. I UNDERSTAND THAT I WILL NOT HAVE THE RIGHT TO PARTICIPATE IN A REPRESENTATIVE CAPACITY OR AS A MEMBER OF ANY CLASS OF CLAIMANTS IN ANY PROCEEDING PERTAINING OR RELATING TO A CLAIM THAT I AM HEREBY EXPRESSLY WAIVING THE RIGHT TO SEEK RELIEF IN A COURT OF LAW, AND THAT SOME RIGHTS THAT I WOULD HAVE IF I WENT TO COURT MAY NOT BE AVAILABLE IN ARBITRATION. g. The Award. The award rendered by the arbitrator shall be final, and judgment may be entered upon it in accordance with applicable law in any competent court with jurisdiction. Notwithstanding anything herein or in the AAA Rules to the contrary, the arbitrator has the power to issue a default award, in the event one of the Parties fails to appear or to participate in the arbitration proceedings. The final award shall identify the substantially prevailing Party and shall award to that substantially prevailing Party fees and expenses, including attorneys’ fees, expert fees, arbitrator fees and costs of arbitration. h. Inconsistencies with Transfer Statutes. This Section 11 does not apply to the extent it is found to be inconsistent with applicable state law regarding the transfer of structured settlement payments. In such case, any disputes between the Parties will be governed in accordance with the laws of my domicile state and My State and the courts in My State will be the proper venue for any such disputes. [SS2-TX-DS-2/18] Agreement-Page 6 DocuSign Envelope ID: B4C2B555-17DD-4EB7-BD45-3798E720E8CF 12. Authorizations. By signing this Agreement: a. I authorize the Purchaser to endorse on my behalf any checks or other negotiable instrument payable to me with respect to the Assigned Payments, to the extent necessary for the consummation and enforcement of the transaction contemplated in this Agreement. This authorization shall survive my death or disability. b. I authorize the Purchaser to discharge any liens or adverse claims against me or any of the Assigned Payments, whether or not such liens or adverse claims are disclosed by me, and to pay (or if the Purchase Price has been deposited into an escrow account, to instruct the escrow agent to pay) any amounts necessary to discharge such liens or adverse claims, provided the Purchaser furnishes prior written notice to me. I understand and agree that any such payments are made on my behalf and shall reduce the Purchase Price. Adverse claims may include disclosed amounts to be deducted by the Purchaser from the Purchase Price to enable me to obtain the release of any encumbrance on a portion of the Assigned Payments relating to a prior transfer transaction(s) that occurred before the enactment of the applicable statue regulating such transfers. I understand that the law currently in effect requires that such encumbrance be released in order to complete the transfer that is the subject of this Agreement. c. I understand that, in the event that a third party has provided a cash advance to me, the Purchaser may, in its sole and absolute discretion, pay back the third party all or part of the cash advance. In such an event, I authorize the Purchaser to deduct the amount paid to the third party from the Purchase Price. 13. Effective Date. This Agreement shall be effective on the date it is signed by me provided, however, that if applicable law requires the Purchaser to provide a disclosure statement a certain number of days prior to the effectiveness of an agreement to transfer structured settlement payments, this Agreement shall then be deemed effective and entered into as of the date such period expires after I receive the Disclosure Statements from the Purchaser, and I will not be considered to have incurred any obligation with respect to this Agreement or the transfer contemplated hereby until after such period has expired. 14. My Right to Cancel. I have the right to cancel this Agreement, without penalty or further obligation, within the first three (3) business days after the Agreement becomes effective as provided in Section 13. In order to cancel, I must provide the Purchaser with written notice within three (3) business days, as provided for in Section 16(c). After the 3-day term has concluded, this Agreement is no longer terminable at my will. 15. Applicable Law. This Agreement shall be governed by and interpreted, construed and enforced in accordance with the laws of My State. Except as provided in the agreement to arbitrate, proper venue to bring any cause of action arising out of a breach of this Agreement lies in the courts of My State with competent jurisdiction and the Parties agree and submit to the jurisdiction of such courts. [SS2-TX-DS-2/18] Agreement-Page 7 DocuSign Envelope ID: B4C2B555-17DD-4EB7-BD45-3798E720E8CF 16. Miscellaneous. a. Assignment. I understand and agree that I have no right or power to assign my rights or obligations under this Agreement. I further agree that the Purchaser may assign or transfer its rights and/or obligations, without my prior approval, provided that the assignee specifically agrees to be bound by the terms and conditions hereof. I hereby acknowledge that I was informed that this Agreement or the rights thereunder may be assigned to a third party who will rely upon the truth and accuracy of the representations and warranties that I have given to the Purchaser in this Agreement and otherwise in connection with this transaction. When requested by the Purchaser or any assignee, I will sign and deliver any and all reasonably requested documents as the Purchaser or such assignee may require to confirm the various rights and obligations of the Parties under this Agreement. b. Severability. If any provision of this Agreement is held to be invalid or unenforceable, the provision shall be construed to have the broadest interpretation that would make it valid and enforceable. Invalidity or unenforceability of one provision shall not affect any other provision of this Agreement. c. Notices. Except as otherwise provided herein, all notices, demands, and other communications required or permitted under this Agreement (collectively, the “Notices”) must be made in writing, and delivered (with proof of delivery and receipt): (1) by hand, (2) via the U.S. Post Office, Certified Mail, Return Receipt Requested, or (3) by overnight delivery service. For purposes of the Notices, the Purchaser’s address is 1625 S. Congress Ave., Suite 200A, Delray Beach, FL 33445, and my address is the one contained in the Court Order Application or any such address that I notify to the Purchaser pursuant to this Section 16(c). d. Governing Language. If I have been provided with a translation of this Agreement, I agree that this version in English shall govern in case of inconsistencies. e. Other Terms and Conditions. By signing this Agreement, you also agree to the Terms and Conditions enclosed in the package containing the phone that the Purchaser sent to you, if any, including its arbitration provision. f. Counterparts and Electronic Signature. This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. The Agreement can be signed through the use of commercially available electronic software which results in confirmed signatures delivered electronically to each of the Parties. [Signature Pages Follow.] [SS2-TX-DS-2/18] Agreement-Page 8 DocuSign Envelope ID: B4C2B555-17DD-4EB7-BD45-3798E720E8CF Seller Signature Page to Absolute Sale and Security Agreement In witness whereof I hereunto set my hand. __________ 10/2/2023 ____________________________________ Date [SS2-TX-DS-2/18] Agreement-Page 9 DocuSign Envelope ID: B4C2B555-17DD-4EB7-BD45-3798E720E8CF Exhibit A to Absolute Sale and Security Agreement (“Exhibit A”) *Capitalized terms not defined in this document are defined in the Absolute Sale and Security Agreement (the “Agreement”). Annuity Issuer and Settlement Obligor • The “Annuity Issuer” means Prudential Insurance Company of America. • The “Settlement Obligor” means Prudential Assigned Settlement Services Corporation. Assigned Payments I have agreed to sell to the Purchaser all of my rights to and interest in the following Assigned Payments: I retain the right to and interest in all other Periodic Payments not listed here. Purchase Price In exchange for selling and transferring to the Purchaser my rights to receive the Assigned Payments listed here, the Purchaser shall pay me (the “Purchase Price”), subject to all terms and conditions of the Agreement. ____________ 10/2/2023 ____________________________________ Date [SS2-TX-DS-2/18] DocuSign Envelope ID: B0056025-4BE5-4BC7-A398-A534F1DBC346 EXHIBIT C TEXAS DISCLOSURE STATEMENT Payee: This Disclosure Statement is being provided by DRB Capital LLC and its affiliates (collectively, the “Purchaser” or “Us”) to (“Payee” or “You”) in connection with Payee’s agreement to transfer and sell to the Purchaser certain structured settlement payment rights due Payee. 1. Schedule of Payments Transferred. The Payee intends to transfer or sell to the Purchaser all of Payee’s rights, title and interest in the following payments: 2. Aggregate Amount of Payments Transferred. The aggregate amount of payments to be sold and transferred to the Purchaser totals 3. Discounted Present Value. The discounted present value of the aggregate payments transferred is The discounted present value is the calculation of current value of the transferred structured settlement payments under federal standards for valuing annuities. The applicable federal rate used in calculating the discounted present value is THIS IS NOT THE RATE USED TO CALCULATE THE PURCHASE PRICE. 4. Gross Amount Payable. In exchange for these payments, the Payee will receive the gross amount of 5. Fees and Expenses. The Payee will be responsible for the following approximate commissions, charges, fees, expenses, and costs in connection with the closing of this transaction: Legal Fees - Processing Fees - NONE [D-GSS-TX 3/17] Page 1 of 3 DocuSign Envelope ID: B0056025-4BE5-4BC7-A398-A534F1DBC346 Insurance Company Administration Fee paid to be paid by the Purchaser, NOT payee: $750.00 6. Net Amount Payable. The net amount payable to Payee after the deduction of all commissions, fees, costs, expenses and charges described in paragraph 5 of this disclosure is 7. Right to Cancel. The Payee shall have the right to cancel the Absolute Sale and Security Agreement, without penalty or further obligation, not later than the third (3rd) business day, after the Absolute Sale and Security Agreement is signed by the Payee. 8. Penalty in the Event of Breach of Contract. The amount of any penalty and the aggregate amount of any liquidated damages (inclusive of penalties), payable to the Purchaser, by the Payee in the event of the Payee’s breach of the transfer agreement is: NONE. 9. Independent Professional Advice. The Payee has been advised to consult with Payee’s own attorney, certified public accountant, actuary, or other professional adviser concerning the legal, tax, and financial implications of a sale and transfer of structured settlement payment rights, including the federal and state income tax consequences of a sale and transfer. The Purchaser has further advised that it will not provide You with any financial, legal or tax advice and that You should not rely on any such advice from the Purchaser. 10. Remarks on Discount Rates. A structured settlement transfer is not like a home mortgage or auto loan; in fact, these transactions are not loans, but sales, so You won’t owe anyone any money. Comparing the discount rate for these transactions with those for a mortgage or auto loan is like comparing apples and oranges. Structured settlement transfer transactions are costly and require going to court, hiring an attorney and managing a lengthy complex process. In addition, banks won’t lend to people without substantial collateral and a strong credit score. Banks don’t lend against structured settlement payments so comparing what a bank would hypothetically charge is meaningless. [D-GSS-TX 3/17] Page 2 of 3 DocuSign Envelope ID: B0056025-4BE5-4BC7-A398-A534F1DBC346 And, structured settlement payments are only as good as the insurance company that has to make the payments. In 2008, AIG International, one of the largest insurance companies in the world came within a few days of becoming insolvent and going under – it was only a gigantic loan of some $178 billion dollars from the US