Preview
Electronically Filed
EXHIBIT A-1 11/28/2023 12:23 PM
Hidalgo County District Clerks
Reviewed By: Vincente Facundo
C-4902-23-E
CAUSE NO. __________
§ IN THE DISTRICT COURT OF
IN RE: §
§ HIDALGO COUNTY, TEXAS
GULF PINE CLOSING, LLC §
§ 275th JUDICIAL DISTRICT
APPLICATION FOR APPROVAL OF TRANSFER OF
STRUCTURED SETTLEMENT PAYMENT RIGHTS
Applicant Gulf Pine Closing, LLC (“Gulf Pine” 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, Gulf Pine 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 Gulf Pine 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 Hidalgo County, Texas.
4. John Hancock Life Insurance Company (“JHLIC” or “Annuity Issuer”) is the
Annuity Issuer as defined by Section 141.002(1) of the Texas Transfer Statute.
5. John Hancock Assignment Company (“JHAC” or “Structured Settlement Obligor”)
is the Structured Settlement Obligor as defined by Section 141.002(15) of the Texas Transfer
Statute.
APPLICATION FOR APPROVAL OF TRANSFER OF STRUCTURED SETTLEMENT PAYMENT
RIGHTS – Page 1
Electronically Filed
11/28/2023 12:23 PM
Hidalgo County District Clerks
Reviewed By: Vincente Facundo
C-4902-23-E
Venue and Jurisdiction
6. Venue and jurisdiction are proper in the 275th District Court of Hidalgo County,
Texas because the 275th District Court of Hidalgo County, Texas approved the Settlement that is
the subject of this Application in Cause No C- -E, styled
.
7. According to Section 141.002(2) of the Texas Transfer Statute, this application is
properly brought in the court of original jurisdiction that authorized or approve the structured
settlement.
8. Pursuant to Hidalgo County Local Rule 1.2.4, any claim for relief based upon a
prior judgment shall be assigned to or transferred to the court of original judgment.
Redaction of Personally Identifiable Information
and Request for Issuance of Order Under Temporary Seal
9. 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. Gulf Pine 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.
10. Furthermore, pursuant to Section 141.006(d)(2) of the Texas Transfer Statute, Gulf
APPLICATION FOR APPROVAL OF TRANSFER OF STRUCTURED SETTLEMENT PAYMENT
RIGHTS – Page 2
Electronically Filed
11/28/2023 12:23 PM
Hidalgo County District Clerks
Reviewed By: Vincente Facundo
C-4902-23-E
Pine 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, Gulf Pine requests that an unredacted
copy of the order be issued under seal, with an unredacted copy of the order provided to Gulf Pine
and all interested parties.
List of Dependents
11. Payee is and has the following dependents as defined by the Texas Transfer
Statute:
Statement of Facts
12. 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.”)
13. In accordance with the Settlement, the obligation to make the Settlement Payments
was assigned to and assumed by JHAC. JHAC then purchased an annuity (“the Annuity”), from
JHLIC to fund its obligations to make the Settlement Payments to Payee under the Settlement.
Payee receives the Settlement Payments directly from JHLIC.
14. In return for the payment of a lump sum, Payee has agreed to transfer and assign to
Gulf Pine the right to receive certain Settlement Payments as follows:
•
(The payments which are being transferred to Gulf Pine 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.”)
APPLICATION FOR APPROVAL OF TRANSFER OF STRUCTURED SETTLEMENT PAYMENT
RIGHTS – Page 3
Electronically Filed
11/28/2023 12:23 PM
Hidalgo County District Clerks
Reviewed By: Vincente Facundo
C-4902-23-E
15. Payee executed a Purchase, Sale, and Transfer Agreement dated on or about
November 19, 2023, in which the Payee agreed to assign and transfer the Assigned Payments to
Transferee Gulf Pine and/or its successors and assigns. This document constitutes a Transfer
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).
16. Gulf Pine 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).
17. The transfer is in the best interests of the Payee, taking into account the welfare and
support of the Payee’s dependents, if any.
18. 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.
19. 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.)
20. 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
Electronically Filed
11/28/2023 12:23 PM
Hidalgo County District Clerks
Reviewed By: Vincente Facundo
C-4902-23-E
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, Gulf Pine Closing, LLC requests that the Court grant this
Application and approve the transfer to Gulf Pine of the Assigned Payments. Gulf Pine Closing,
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 GULF PINE CLOSING, LLC
APPLICATION FOR APPROVAL OF TRANSFER OF STRUCTURED SETTLEMENT PAYMENT
RIGHTS – Page 5
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C-4902-23-E
EXHIBIT A
PAYEE'S REQUEST TO CONCEAL PERSONALLY IDENTIFIABLE INFORMATION
Pursuant to Section 141.006(d) of the Texas Civil Practice and Remedies Code, I request
that my personally identifiable information be concealed from public inspection. Furthermore, I
request the full redaction of my name, address, and other information that could reasonably be used
to determine my identity or address, including the names of any dependents, family members, and
beneficiaries from any application, other pleadings, or any order filed or submitted to the Court
related to my proposed transfer of structured settlement payment rights.
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EXHIBIT B
PURCHASE, SALE, AND TRANSFER AGREEMENT
This Purchase, Sale, and Transfer Agreement and the Terms Rider attached hereto and
incorporated herein (collectively, the "Purchase Agreement") is a contract between
(referred to as "You" or "Your" or "Payee") and Gulf Pine Closing, LLC, its successors and/or
assigns, (referred to as "We", "Us", "Our", or "Transferee").
NOW THEREFORE, for valuable consideration, the receipt of which is hereby acknowledged, the
parties agree:
1. Agreement to Sell and Buy. Subject to the terms and conditions set forth in this
Purchase Agreement, You agree to sell, transfer, deliver and irrevocably assign to Us at Closing Date
(defined below), and We agree to buy from You, all of Your rights, title and interest in certain
payments arising out of an agreement or order to settle a personal injury or wrongful death claim or
lawsuit (the "Settlement Agreement"), which payments are due under an annuity (the "Periodic
Payments"), which is owned by the annuity owner as identified in the attached Terms Rider
("Annuity Owner") and issued by the annuity issuer as identified in the attached Terms Rider
(" Annuity Issuer"). Such payments to be transferred by this Purchase Agreement are defined in the
attached Terms Riders and referred to as the "Assigned Payments".
2. Closing Date. The closing of the within transaction shall occur on the fifth business
day following the date on which the la.st of the Conditions Precedent set forth below have been
satisfied (the "Closing Date").
3. Purchase Price. The purchase price (the "Purchase Price") for the Assigned
Payments is set forth in the Terms Rider. You agree to accept the Purchase Price in exchange for
the Assigned Payments, at the Closing Date. We agree to pay You the Purchase Price on the Closing
Date by wire transfer or check pursuant to Your payment instructions.
4. Adjustment(s) to Purchase Price. Satisfaction of Judgments. You acknowledge and
agree that the Purchase Price may be adjusted if necessary, by subtracting an amount equal to the
sum of (i) all Assigned Payments received by You after the date of this Purchase Agreement and
prior to the Closing (defined below); plus (ii) any payments and advances made to You or made on
Your behalf to a third party at or prior to the Closing Date. Any advances and payments to third
parties by Transferee shall be made, if at all, in Transferee's sole and absolute discretion. In the
event that any charges, encumbrances, judgments (including, without limitation, any pledges or
assignments) liens or other claims against You or the Assigned Payments should arise or be
disclosed, then You may be required to satisfy these obligations at or before the Closing Date. You
agree that any disbursements for these satisfactions shall be paid from and deducted from the
Purchase Price prior to any disbursement to You. In the event that We elect to disburse some or all
of the Purchase Price prior to obtaining all reports identifying charges, encumbrances, judgments,
liens or other claims, You agree that Transferee, or its assignee(s), may hold back from the
disbursement two (2) times the total of such charges, encumbrances, judgments, liens or other claims
as reasonably estimated by Us. In such event, You will execute any and all documentation reasonably
requested by Us to identify the a.mounts to be withheld, participate in any conference calls to confirm
such a.mounts due and owing, and consent to such withholding.
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5. Holdbacks. We or our assigns, shall in Our discretion, withhold an amount from the
Purchase Price equal to the amount of the payments scheduled to be paid within three (3) to six (6)
months after the Closing Date, or the amount of the first assigned lump sum payment, until such
time as the first payment is received by Us and/or Our assignee. Within five (5) business days after
receipt of the first payment, We and/or Our assignee, shall have the right to retain funds from the
amount withheld sufficient to cover any Assigned Payments that were purchased but not received by
Us or Our Assignee.
6. Right to Assign. We may elect to assign this Purchase Agreement and/ or its right, title
and interest under this Purchase Agreement and to the Assigned Payments to a third party purchaser
(an "Assignee) and may effectuate this assignment by requesting that the court Order name such an
Assignee as the recipient of the Assigned Payments.
7. Guaranteed Assigned Payments and Designation of Beneficiary. The guaranteed
Assigned Payments are to be paid to Us and/or Our assignee whether or not You are alive on the
due date. You hereby acknowledge and understand that You are giving up Your rights to the
Assigned Payments, and the rights of Your heirs, successors, beneficiaries, executors,
representatives, and/or dependents to the Assigned Payments.
8. You agree to cooperate and execute any documentation provided to you to
irrevocably change the beneficiary of the Assigned Payments to Your estate.
9. Conditions Precedent. The following conditions precedent ("Condition Precedent'')
have been inserted for Our benefit and may be waived in whole or in part by Us in writing at any
time at Our sole discretion. It shall be a condition precedent to Our obligation to complete the
within transaction that at the time of closing on the Closing Date:
(a) The Assigned Payments shall be free and clear of all claims, liens, mortgages, and
encumbrances of any kind or character;
(b) All necessary final and non-appealable court orders issued by courts of competent
jurisdiction shall have been obtained by Us at Our cost and expense with Your
cooperation in a form acceptable to Us approving the nature and particulars of the
within transaction and directing that the Annuity Issuer recognize the sale and
assignment of the Assigned Payments to Us or Our successors and assigns as directed
by Us without reduction or set off, receipt by Us of said court order(s), certified to
be a true and complete copy by an officer or clerk of the court or filed in the court
issuing such order (the "Court Order");
(c) You have caused to be terminated any UCC financing statement that purports to
record a security interest in the Assigned Payments, in favor of any secured party
other than Us or our successors and assigns;
(d) You have provided all documents and information requested by Us;
(e) We have received a written acknowledgment from the Annuity Issuer or Annuity
Owner in a form satisfactory to Us, acting reasonably, confirming that You are
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entitled to the Assigned Payments in the amount and manner described in the Terms
Rider and acknowledging the Annuity Issuer's or Annuity Owner's agreement to
make all of the Assigned Payments to Us or Our named successors and assigns in
accordance with this Purchase Agreement and the Terms Rider and as directed
precisely in accordance with the Court Order(s);
(f) We have received the final results of Our Searches (as hereinafter defined), including
but not limited to credit, PACER, lien, judgment and other searches; and
(g) You have performed all of Your obligations under this Agreement.
10. Your Representations, Wamnties and Promises. You represent, prorruse and
warrant to Us the following:
(a) This Purchase Agreement, when fully executed, will constitute a legal, valid and
binding obligation, enforceable in accordance with its terms and the applicable
statute(s);
(b) You understand that this Purchase Agreement is for a SALE and TRANSFER of
Your structured settlement pa.yment(s). This is NOT a loan or other financing
transaction;
(c) You are an adult of sound mind, not acting under duress or the influence of alcohol
or other drugs;
(d) You understand that Court approval and a Court Order is required for this purchase.
You agree to fully cooperate with Us and Our a.gents or representatives to obtain that
Court approval;
(e) You provided all requested information that You have available to Us and signed all
documents needed to complete the transaction. Every statement made by You in
connection with this transaction is true and complete. To the extent that You are able
to retrieve any additional information or documents after this Purchase Agreement
is signed by all parties, You agree to provide these items as soon as they are ma.de
available to You;
(f) You have the sole right to receive and sell the Assigned Payments. You own (and a.re
selling and assigning to Us and/or the Assignee) all of the Assigned Payments, free
and clear of any right, interest, lien, charge, encumbrance, security interests, or other
claim of any other person or entity, and when You and Transferee sign this Purchase
Agreement, no one other than Us and/ or an Assignee shall have any present or future
right to the Assigned Payments;
(g) This Purchase Agreement and proposed transfer does not conflict with any of Your
other obligations, legal or otherwise;
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(h) You know of no law, divorce decree, child support. order or garnishment, an
unsatisfied judgment or lien or other legal obstacle that either: (i) requires you to
keep the Assigned Payments for the benefit of a current or former spouse, dependent
children, other person or entity; or (ii) legally prevent You from contracting with US,
selling the Assigned Payments or changing the beneficiary under the annuity;
(i) All of Your applicable child support, alimony, and tax obligations are up to date. If
they are not, You understand that any amounts due and owing will be deducted from
Your Purchase Price and sent by Us on Your behalf to satisfy these obligations to the
relevant agency;
G) You have paid all federal, state and local taxes and liens due and owing through and
including the date of execution of this Purchase Agreement, or have made or will
make arrangements to do so, or, You will use the proceeds from this transaction to
satisfy all federal, state and local taxes or liens. You understand that any amounts due
and owing will be deducted from Your Purchase Price and sent by Us on Your behalf
to the relevant federal, state or local agency;
(k) The Annuity (including the Assigned Payments) has not been obtained or created
in any fashion which would violate any state, federal or local law, and there are no
legal or equitable defenses to the payment of said annuity to You;
(l) With regard to bankruptcy, You represent that: (i) You have never filed for
bankruptcy, and will not do so prior to or on the Closing Date, and that there are no
lawsuits or efforts by any of Your creditors to put You into bankruptcy or to go after
any of Your Periodic Payments; or (ii) If You have filed for Bankruptcy, You
authorize Us to contact Your bankruptcy attorney and/or the Bankruptcy Trustee to
see if You will be able to sell and transfer any portion of the Periodic Payments while
in Bankruptcy; or (iii) If You have filed for Bankruptcy, the Assigned Payments were
not subject to the claims of Your creditors. You will give us a copy of any of Your
bankruptcy documents that We request and authorize Us to conduct a PACER
search to confirm the status of the bankruptcy and obtain any of the documents filed
in the bankruptcy case;
(m) You have not entered into this transaction for the purpose of evading creditors;
(n) You acknowledge that We advised You to obtain independent professional advice
concerning the legal, tax and financial implications of this transaction, including
independent professional advice to determine whether this transaction will result in
any adverse federal and/or state tax consequences. You have not relied on Our advice
or the advice of Our agents, representatives and/or counsel. We did not provide tax,
financial, investment, or legal advice to You about this Purchase Agreement or the
transactions contemplated hereby and have advised You that We may not refer You
to any specific attorney or other advisor for such purpose;
(o) You have considered other financial options prior to entering into this Purchase
Agreement;
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(p) You have told Us that neither you nor those who depend on you rely upon the
payments you are now selling for food, shelter, medical care, or the other necessities
of life;
(q) You will immediately advise Us in the event You change Your address of residency
or telephone number;
(r) We can rely on Your representations, warranties, and promises in this Purchase
Agreement These representations, warranties, and promises are for Our benefit and
the benefit of any future owners of the Assigned Payments. You understand that our
reliance on any intentional misrepresentation by You may result in Our enforcing
Our rights against You in court;
(s) You had ample time to consider the sale of the Assigned Payments, understand and
agree to the terms of this Purchase Agreement, Disclosure Statement and related
documents, if any, are of legal contracting age and freely and voluntarily, enter into
this Purchase Agreement and agree to all of its terms;
(t) We may sell, transfer, or assign Our right to the Assigned Payments in a sale,
securitization, or other financing transaction ("resale). Any resale would involve
disclosing certain information about You (including Your personal information) to
the parties to the resale;
(u) If You are married, Your spouse understands all of the terms and conditions of this
Purchase Agreement including, but not limited to the fact that, after the Closing Date,
You (and Your spouse) will not receive the same amount of money on the same
payment schedule as You would have received under the annuity. Your spouse has
been provided with all information relating to the transaction and has had every
opportunity to review the terms of the transaction and to seek any advice relating
thereto. Your spouse also understands that he/she will be giving up any property or
contract rights that he or she may have in the Assigned Payments;
(v) Any future owner of the right to the Assigned Payments will have all of the same
rights We have, including the right to the duties You owe Us under this Purchase
Agreement This includes the right to make a claim against You for violating any of
the representations, warranties, or promises You made in this Purchase Agreement;
(w) Before and after the Closing Date, You will not withdraw cash from, borrow against,
or change the Assigned Payments or any related assets including any annuity
supporting or funding the Assigned Payments; and
(x) You give Us permission to conduct background checks on You, including credit
checks, judgment searches, lien searches, UCC filings, bankruptcy, child support
obligations and criminal background searches.
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1 1. Cancellation. We may cancel this Purchase Agreement_before the Closing Date,
without further obligation to You if: (i) You default in respect ofY our obligations under this Purchase
Agreement; (ii) the petition for court order is contested, opposed or not approved or any resulting
Court Order is challenged or appealed; (iii) We are sued or threatened with a lawsuit or an
arbitration about this Purchase Agreement, the Assigned Payments, the annuity or funding the
transfer of the Assigned Payments; (iv) there is any threatened, pending, or final action, or change in
law or rule challenging the legality of, or negatively affecting this transaction; (v) You file for, or are
forced into bankruptcy; (vi) You pass away; (vii) final approval has not been given by the appropriate
underwriting department; (viii) a major rating agency downgrades the Annuity Issuer's credit rating;
(ix) the Annuity Issuer or Annuity Owner is, or becomes insolvent, or under regulatory supervision;
or (x) otherwise in accordance with this Purchase Agreement Additionally, if any of the conditions
precedent remain unsatisfied by the Closing Date, then We shall have the sole and absolute right to
cancel this Purchase Agreement at any time thereafter without further obligation to You.
12. Access to Documents. You agree to provide Us with complete copies of all
documents and information related to the annuity, the Settlement Agreement, and the Assigned
Payments as well as all related or underlying agreements ("Documents") and other documents
necessary to complete the transaction, including but not be limited to (i) a copy of the underlying
settlement and release agreement and/or order approving the underlying settlement; (ii) the annuity
contract(s) and/or updated benefits letter from the Annuity Issuer or Annuity Owner; (iii) the
qualified assignment and release, if applicable; (iv) a structured settlement application (to be
provided by Us and executed by You); (v) a statement of legal representation; (vi) a W-9 tax form (if
applicable); (vii) proof of Your date of birth and other valid government-issued photo identification;
(viii) Your most recent federal and state income tax returns (if filed); (ix) proof of Your
residence/domicile; and (x) such other documents and information as We may reasonably request
depending on Your surrounding circumstances.
18. Servicing Arrangement If We are buying only a portion of Your Periodic Payments,
this Purchase Agreement will have no effect upon Your rights in the unsold portion. You will
continue to receive the unsold portion unless You have already sold or encumbered that portion.
However, sometimes the Annuity Issuer, the Annuity Owner, a state statute(s), or a court may
require Us to receive the entire amount of Your Periodic Payments for a specific time period. If so,
We, or a third party, will then forward the portion of the payment still due to You during that time
period, and You hereby agree to this payment servicing arrangement. You understand and agree
that We, or our third party servicing agent, shall have seven (7) business days from receipt of the
check from the Annuity Issuer or Annuity Owner or other entity, to remit the unassigned portion
back to You, and You agree to this servicing arrangement. You will need to advise Us in writing if
You would like to receive Your portion of the unassigned Periodic Payments by direct deposit or
sent by check via first class mail. You will need to provide us with Your bank information if You
choose direct deposit, or You will need to provide us with your address if you choose to receive a
check, and promptly notify us of any changes in these details.
14. Limited/Durable Power of Attorney Some insurance companies may
continue to make the Assigned Payments payable in Your name after the transaction is closed. You
hereby grant Us or Our successors, assigns or agents, an irrevocable limited power of attorney
granting us the right to cash any checks reflecting the Assigned Payments and to deposit the money
into Our collection account.
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A. You hereby grant to Us and any of Our successors, assigns, agents or designees, an
irrevocable Limited/Durable Power of Attorney with full powers of substitution as Your
Attorney-in-Fact, to act in Your name and place regarding the Assigned Payments, including,
without limitation, the authority to negotiate, endorse and execute checks, drafts and other
instruments in Your name, the power to alter, edit and change payment instructions and/or
beneficiary designations and any other act We or any of Our successors or assigns deem
necessary to obtain all the benefits contemplated by this transaction and to do all acts and
things that You might do regarding the Assigned Payments and any and all rights You have
under the Settlement Agreement and annuity with respect to the Assigned Payments,
including without limitation, the power to accept, alter, sign, endorse, negotiate and/or
transfer without restriction, in Your name and on Your behalf, all checks, drafts, promissory
notes, or other instruments, the power to alter, edit and change payment instructions and/or
beneficiary designations and any other act which, in our sole discretion as Your Attorney-in
Fact is necessary or expedient for Us or Our successors or assigns to obtain all of the benefits
of the transaction contemplated by this Purchase Agreement, and the power to institute,
maintain, compromise, settle and terminate any litigation or other proceedings related to the
Assigned Payments.
B. This power of attorney is coupled with an interest and shall be irrevocable until such
time as We or Our Assignee have received all Assigned Payments to which We or Our
Assignee are entitled pursuant to the Purchase Agreement and shall not be affected by Your
death or disability.
C. With respect only to any promissory note given to Us by You in connection with this
transaction, You grant lJ s the right to contact any financial institution in which You maintain
any funds (a "Bank Account") to enforce the applicable provisions of this Purchase
Agreement, such enforcement to be construed as a set-off against any and all obligations
owed by You to lJ s under any promissory note given to Us by You. You authorize Us to
record all appropriate UCC financing statements or other lien document.
15. Inspection. We shall have the right to conduct one or more inspections
("Inspections") and searches ("Searches") to enable Us to determine whether there was filed any
liens on, judgments against, or any adverse claim against You, the annuity and the Assigned
Payments (collectively referred to as "Adverse Claims"). We, in Our sole discretion, shall be entitled
to discharge any Adverse Claims prior to or at the time of closing on the Closing Date by paying
such amount or amounts necessary to satisfy such Adverse Claims. In such case, the Purchase Price
shall be automatically reduced by the amount of any such payments. If an undisclosed Adverse
Claim affecting the Assigned Payments arises or is discovered after the Purchase Price is paid to
You, You will indemnify Us or Our Assignee and hold Us and Our Assignee harmless from any
and all resulting losses, shortfalls, or other encumbrances.
16. Indemnification. You agree to hold harmless, defend and indemnify Us and Our
Assignee against all claims, losses, damages, costs or expenses, including attorney fees, which We
might incur as a result of any breach or failure of any representation or warranty noted above, or as
a result of any breach of any term or provision of the Purchase Agreement.
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17. Remedies. We may, in addition to any other remedies provided herein or at law,
bring action at law or equity to exercise any one or more of the following remedies: (i) enforce
performance of the defaulted provision, (ii) recover damages for breach thereof, along with its
attorney fees and disbursements and other expenses of enforcing its rights hereunder to the extent
disclosed to You in the Disclosure Statement.
18. Entire Agreement This Purchase Agreement (together with the Disclosure
Statement) represents the entire agreement between the parties and replaces all prior arrangements
and understandings, oral or written.
19. Counterparts. You and Transferee may sign this Purchase Agreement in one or
more counterparts. Each counterpart will be considered an original. All counterparts will form one
Purchase Agreement. A facsimile, PDF, or other electronic copy of the signed Purchase Agreement
or any counterpart will be construed as an original and treated as such in any court or arbitration
proceeding.
20. Amendments. No provision of the Agreement may be amended, modified or waived
except by written agreement duly executed by each of the parties hereto.
21. No Rule of Construction. The parties acknowledge and agree that no rule of
construction shall apply to the Purchase Agreement which construes any language, whether
ambiguous, unclear, or otherwise, in favor of or against either Us or You.
22. Titles and Headings. Section titles and headings herein are used for convenience
only and shall not otherwise affect the provision of the Purchase Agreement nor the interpretation
hereof.
28. Severability. Wherever possible, each provision of the Agreement shall be
interpreted in such manner as to be effective and valid under applicable law, but if any such provision
shall be prohibited by or be invalid under applicable law, such provision shall be ineffective only to
the extent of such prohibition or invalidity, without invalidating the remainder of such provision or
the remaining provisions of this Purchase Agreement.
924. Waiver. The waiver or modification by a party of performance or breach of any
provision of this Purchase Agreement shall not operate or be construed as a waiver of any subsequent
or other performance or breach thereof. Failure to enforce any provision of this Purchase
Agreement is not a waiver of that provision.
92.5. Survival of Obligations. The representations, warranties, agreements,
acknowledgments, waivers and disclaimers made or contained in the Agreement shall not merge in
but survive the Closing Date and the consummation of the transaction contemplated by the
Agreement, and shall remain in full force and effect until the expiration of any applicable statute of
limitations.
26. Governing Law. Except as otherwise required by applicable statutory law, this
Purchase Agreement shall be governed by and construed and enforced in accordance with the laws
of the state of Your residence as of the date of this folly executed Purchase Agreement. Your
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Preview
Electronically Filed EXHIBIT A-1 11/28/2023 12:23 PM Hidalgo County District Clerks Reviewed By: Vincente Facundo C-4902-23-E CAUSE NO. __________ § IN THE DISTRICT COURT OF IN RE: § § HIDALGO COUNTY, TEXAS GULF PINE CLOSING, LLC § § 275th JUDICIAL DISTRICT APPLICATION FOR APPROVAL OF TRANSFER OF STRUCTURED SETTLEMENT PAYMENT RIGHTS Applicant Gulf Pine Closing, LLC (“Gulf Pine” 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, Gulf Pine 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 Gulf Pine 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 Hidalgo County, Texas. 4. John Hancock Life Insurance Company (“JHLIC” or “Annuity Issuer”) is the Annuity Issuer as defined by Section 141.002(1) of the Texas Transfer Statute. 5. John Hancock Assignment Company (“JHAC” or “Structured Settlement Obligor”) is the Structured Settlement Obligor as defined by Section 141.002(15) of the Texas Transfer Statute. APPLICATION FOR APPROVAL OF TRANSFER OF STRUCTURED SETTLEMENT PAYMENT RIGHTS – Page 1 Electronically Filed 11/28/2023 12:23 PM Hidalgo County District Clerks Reviewed By: Vincente Facundo C-4902-23-E Venue and Jurisdiction 6. Venue and jurisdiction are proper in the 275th District Court of Hidalgo County, Texas because the 275th District Court of Hidalgo County, Texas approved the Settlement that is the subject of this Application in Cause No C- -E, styled . 7. According to Section 141.002(2) of the Texas Transfer Statute, this application is properly brought in the court of original jurisdiction that authorized or approve the structured settlement. 8. Pursuant to Hidalgo County Local Rule 1.2.4, any claim for relief based upon a prior judgment shall be assigned to or transferred to the court of original judgment. Redaction of Personally Identifiable Information and Request for Issuance of Order Under Temporary Seal 9. 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. Gulf Pine 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. 10. Furthermore, pursuant to Section 141.006(d)(2) of the Texas Transfer Statute, Gulf APPLICATION FOR APPROVAL OF TRANSFER OF STRUCTURED SETTLEMENT PAYMENT RIGHTS – Page 2 Electronically Filed 11/28/2023 12:23 PM Hidalgo County District Clerks Reviewed By: Vincente Facundo C-4902-23-E Pine 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, Gulf Pine requests that an unredacted copy of the order be issued under seal, with an unredacted copy of the order provided to Gulf Pine and all interested parties. List of Dependents 11. Payee is and has the following dependents as defined by the Texas Transfer Statute: Statement of Facts 12. 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.”) 13. In accordance with the Settlement, the obligation to make the Settlement Payments was assigned to and assumed by JHAC. JHAC then purchased an annuity (“the Annuity”), from JHLIC to fund its obligations to make the Settlement Payments to Payee under the Settlement. Payee receives the Settlement Payments directly from JHLIC. 14. In return for the payment of a lump sum, Payee has agreed to transfer and assign to Gulf Pine the right to receive certain Settlement Payments as follows: • (The payments which are being transferred to Gulf Pine 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.”) APPLICATION FOR APPROVAL OF TRANSFER OF STRUCTURED SETTLEMENT PAYMENT RIGHTS – Page 3 Electronically Filed 11/28/2023 12:23 PM Hidalgo County District Clerks Reviewed By: Vincente Facundo C-4902-23-E 15. Payee executed a Purchase, Sale, and Transfer Agreement dated on or about November 19, 2023, in which the Payee agreed to assign and transfer the Assigned Payments to Transferee Gulf Pine and/or its successors and assigns. This document constitutes a Transfer 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). 16. Gulf Pine 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). 17. The transfer is in the best interests of the Payee, taking into account the welfare and support of the Payee’s dependents, if any. 18. 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. 19. 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.) 20. 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 Electronically Filed 11/28/2023 12:23 PM Hidalgo County District Clerks Reviewed By: Vincente Facundo C-4902-23-E 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, Gulf Pine Closing, LLC requests that the Court grant this Application and approve the transfer to Gulf Pine of the Assigned Payments. Gulf Pine Closing, 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 GULF PINE CLOSING, LLC APPLICATION FOR APPROVAL OF TRANSFER OF STRUCTURED SETTLEMENT PAYMENT RIGHTS – Page 5 DocuSign Envelope ID: 4E8F4373-8DAA-48DF-AE67-101A084374F6 C-4902-23-E EXHIBIT A PAYEE'S REQUEST TO CONCEAL PERSONALLY IDENTIFIABLE INFORMATION Pursuant to Section 141.006(d) of the Texas Civil Practice and Remedies Code, I request that my personally identifiable information be concealed from public inspection. Furthermore, I request the full redaction of my name, address, and other information that could reasonably be used to determine my identity or address, including the names of any dependents, family members, and beneficiaries from any application, other pleadings, or any order filed or submitted to the Court related to my proposed transfer of structured settlement payment rights. DocuSign Envelope ID: 4E8F4373-8DAA-48DF-AE67-101A084374F6 C-4902-23-E EXHIBIT B PURCHASE, SALE, AND TRANSFER AGREEMENT This Purchase, Sale, and Transfer Agreement and the Terms Rider attached hereto and incorporated herein (collectively, the "Purchase Agreement") is a contract between (referred to as "You" or "Your" or "Payee") and Gulf Pine Closing, LLC, its successors and/or assigns, (referred to as "We", "Us", "Our", or "Transferee"). NOW THEREFORE, for valuable consideration, the receipt of which is hereby acknowledged, the parties agree: 1. Agreement to Sell and Buy. Subject to the terms and conditions set forth in this Purchase Agreement, You agree to sell, transfer, deliver and irrevocably assign to Us at Closing Date (defined below), and We agree to buy from You, all of Your rights, title and interest in certain payments arising out of an agreement or order to settle a personal injury or wrongful death claim or lawsuit (the "Settlement Agreement"), which payments are due under an annuity (the "Periodic Payments"), which is owned by the annuity owner as identified in the attached Terms Rider ("Annuity Owner") and issued by the annuity issuer as identified in the attached Terms Rider (" Annuity Issuer"). Such payments to be transferred by this Purchase Agreement are defined in the attached Terms Riders and referred to as the "Assigned Payments". 2. Closing Date. The closing of the within transaction shall occur on the fifth business day following the date on which the la.st of the Conditions Precedent set forth below have been satisfied (the "Closing Date"). 3. Purchase Price. The purchase price (the "Purchase Price") for the Assigned Payments is set forth in the Terms Rider. You agree to accept the Purchase Price in exchange for the Assigned Payments, at the Closing Date. We agree to pay You the Purchase Price on the Closing Date by wire transfer or check pursuant to Your payment instructions. 4. Adjustment(s) to Purchase Price. Satisfaction of Judgments. You acknowledge and agree that the Purchase Price may be adjusted if necessary, by subtracting an amount equal to the sum of (i) all Assigned Payments received by You after the date of this Purchase Agreement and prior to the Closing (defined below); plus (ii) any payments and advances made to You or made on Your behalf to a third party at or prior to the Closing Date. Any advances and payments to third parties by Transferee shall be made, if at all, in Transferee's sole and absolute discretion. In the event that any charges, encumbrances, judgments (including, without limitation, any pledges or assignments) liens or other claims against You or the Assigned Payments should arise or be disclosed, then You may be required to satisfy these obligations at or before the Closing Date. You agree that any disbursements for these satisfactions shall be paid from and deducted from the Purchase Price prior to any disbursement to You. In the event that We elect to disburse some or all of the Purchase Price prior to obtaining all reports identifying charges, encumbrances, judgments, liens or other claims, You agree that Transferee, or its assignee(s), may hold back from the disbursement two (2) times the total of such charges, encumbrances, judgments, liens or other claims as reasonably estimated by Us. In such event, You will execute any and all documentation reasonably requested by Us to identify the a.mounts to be withheld, participate in any conference calls to confirm such a.mounts due and owing, and consent to such withholding. DocuSign Envelope ID: 4E8F4373-8DAA-48DF-AE67-101A084374F6 C-4902-23-E 5. Holdbacks. We or our assigns, shall in Our discretion, withhold an amount from the Purchase Price equal to the amount of the payments scheduled to be paid within three (3) to six (6) months after the Closing Date, or the amount of the first assigned lump sum payment, until such time as the first payment is received by Us and/or Our assignee. Within five (5) business days after receipt of the first payment, We and/or Our assignee, shall have the right to retain funds from the amount withheld sufficient to cover any Assigned Payments that were purchased but not received by Us or Our Assignee. 6. Right to Assign. We may elect to assign this Purchase Agreement and/ or its right, title and interest under this Purchase Agreement and to the Assigned Payments to a third party purchaser (an "Assignee) and may effectuate this assignment by requesting that the court Order name such an Assignee as the recipient of the Assigned Payments. 7. Guaranteed Assigned Payments and Designation of Beneficiary. The guaranteed Assigned Payments are to be paid to Us and/or Our assignee whether or not You are alive on the due date. You hereby acknowledge and understand that You are giving up Your rights to the Assigned Payments, and the rights of Your heirs, successors, beneficiaries, executors, representatives, and/or dependents to the Assigned Payments. 8. You agree to cooperate and execute any documentation provided to you to irrevocably change the beneficiary of the Assigned Payments to Your estate. 9. Conditions Precedent. The following conditions precedent ("Condition Precedent'') have been inserted for Our benefit and may be waived in whole or in part by Us in writing at any time at Our sole discretion. It shall be a condition precedent to Our obligation to complete the within transaction that at the time of closing on the Closing Date: (a) The Assigned Payments shall be free and clear of all claims, liens, mortgages, and encumbrances of any kind or character; (b) All necessary final and non-appealable court orders issued by courts of competent jurisdiction shall have been obtained by Us at Our cost and expense with Your cooperation in a form acceptable to Us approving the nature and particulars of the within transaction and directing that the Annuity Issuer recognize the sale and assignment of the Assigned Payments to Us or Our successors and assigns as directed by Us without reduction or set off, receipt by Us of said court order(s), certified to be a true and complete copy by an officer or clerk of the court or filed in the court issuing such order (the "Court Order"); (c) You have caused to be terminated any UCC financing statement that purports to record a security interest in the Assigned Payments, in favor of any secured party other than Us or our successors and assigns; (d) You have provided all documents and information requested by Us; (e) We have received a written acknowledgment from the Annuity Issuer or Annuity Owner in a form satisfactory to Us, acting reasonably, confirming that You are DocuSign Envelope ID: 4E8F4373-8DAA-48DF-AE67-101A084374F6 C-4902-23-E entitled to the Assigned Payments in the amount and manner described in the Terms Rider and acknowledging the Annuity Issuer's or Annuity Owner's agreement to make all of the Assigned Payments to Us or Our named successors and assigns in accordance with this Purchase Agreement and the Terms Rider and as directed precisely in accordance with the Court Order(s); (f) We have received the final results of Our Searches (as hereinafter defined), including but not limited to credit, PACER, lien, judgment and other searches; and (g) You have performed all of Your obligations under this Agreement. 10. Your Representations, Wamnties and Promises. You represent, prorruse and warrant to Us the following: (a) This Purchase Agreement, when fully executed, will constitute a legal, valid and binding obligation, enforceable in accordance with its terms and the applicable statute(s); (b) You understand that this Purchase Agreement is for a SALE and TRANSFER of Your structured settlement pa.yment(s). This is NOT a loan or other financing transaction; (c) You are an adult of sound mind, not acting under duress or the influence of alcohol or other drugs; (d) You understand that Court approval and a Court Order is required for this purchase. You agree to fully cooperate with Us and Our a.gents or representatives to obtain that Court approval; (e) You provided all requested information that You have available to Us and signed all documents needed to complete the transaction. Every statement made by You in connection with this transaction is true and complete. To the extent that You are able to retrieve any additional information or documents after this Purchase Agreement is signed by all parties, You agree to provide these items as soon as they are ma.de available to You; (f) You have the sole right to receive and sell the Assigned Payments. You own (and a.re selling and assigning to Us and/or the Assignee) all of the Assigned Payments, free and clear of any right, interest, lien, charge, encumbrance, security interests, or other claim of any other person or entity, and when You and Transferee sign this Purchase Agreement, no one other than Us and/ or an Assignee shall have any present or future right to the Assigned Payments; (g) This Purchase Agreement and proposed transfer does not conflict with any of Your other obligations, legal or otherwise; DocuSign Envelope ID: 4E8F4373-8DAA-48DF-AE67-101A084374F6 C-4902-23-E (h) You know of no law, divorce decree, child support. order or garnishment, an unsatisfied judgment or lien or other legal obstacle that either: (i) requires you to keep the Assigned Payments for the benefit of a current or former spouse, dependent children, other person or entity; or (ii) legally prevent You from contracting with US, selling the Assigned Payments or changing the beneficiary under the annuity; (i) All of Your applicable child support, alimony, and tax obligations are up to date. If they are not, You understand that any amounts due and owing will be deducted from Your Purchase Price and sent by Us on Your behalf to satisfy these obligations to the relevant agency; G) You have paid all federal, state and local taxes and liens due and owing through and including the date of execution of this Purchase Agreement, or have made or will make arrangements to do so, or, You will use the proceeds from this transaction to satisfy all federal, state and local taxes or liens. You understand that any amounts due and owing will be deducted from Your Purchase Price and sent by Us on Your behalf to the relevant federal, state or local agency; (k) The Annuity (including the Assigned Payments) has not been obtained or created in any fashion which would violate any state, federal or local law, and there are no legal or equitable defenses to the payment of said annuity to You; (l) With regard to bankruptcy, You represent that: (i) You have never filed for bankruptcy, and will not do so prior to or on the Closing Date, and that there are no lawsuits or efforts by any of Your creditors to put You into bankruptcy or to go after any of Your Periodic Payments; or (ii) If You have filed for Bankruptcy, You authorize Us to contact Your bankruptcy attorney and/or the Bankruptcy Trustee to see if You will be able to sell and transfer any portion of the Periodic Payments while in Bankruptcy; or (iii) If You have filed for Bankruptcy, the Assigned Payments were not subject to the claims of Your creditors. You will give us a copy of any of Your bankruptcy documents that We request and authorize Us to conduct a PACER search to confirm the status of the bankruptcy and obtain any of the documents filed in the bankruptcy case; (m) You have not entered into this transaction for the purpose of evading creditors; (n) You acknowledge that We advised You to obtain independent professional advice concerning the legal, tax and financial implications of this transaction, including independent professional advice to determine whether this transaction will result in any adverse federal and/or state tax consequences. You have not relied on Our advice or the advice of Our agents, representatives and/or counsel. We did not provide tax, financial, investment, or legal advice to You about this Purchase Agreement or the transactions contemplated hereby and have advised You that We may not refer You to any specific attorney or other advisor for such purpose; (o) You have considered other financial options prior to entering into this Purchase Agreement; DocuSign Envelope ID: 4E8F4373-8DA4-48DF-AE67-101A084374F6 C-4902-23-E (p) You have told Us that neither you nor those who depend on you rely upon the payments you are now selling for food, shelter, medical care, or the other necessities of life; (q) You will immediately advise Us in the event You change Your address of residency or telephone number; (r) We can rely on Your representations, warranties, and promises in this Purchase Agreement These representations, warranties, and promises are for Our benefit and the benefit of any future owners of the Assigned Payments. You understand that our reliance on any intentional misrepresentation by You may result in Our enforcing Our rights against You in court; (s) You had ample time to consider the sale of the Assigned Payments, understand and agree to the terms of this Purchase Agreement, Disclosure Statement and related documents, if any, are of legal contracting age and freely and voluntarily, enter into this Purchase Agreement and agree to all of its terms; (t) We may sell, transfer, or assign Our right to the Assigned Payments in a sale, securitization, or other financing transaction ("resale). Any resale would involve disclosing certain information about You (including Your personal information) to the parties to the resale; (u) If You are married, Your spouse understands all of the terms and conditions of this Purchase Agreement including, but not limited to the fact that, after the Closing Date, You (and Your spouse) will not receive the same amount of money on the same payment schedule as You would have received under the annuity. Your spouse has been provided with all information relating to the transaction and has had every opportunity to review the terms of the transaction and to seek any advice relating thereto. Your spouse also understands that he/she will be giving up any property or contract rights that he or she may have in the Assigned Payments; (v) Any future owner of the right to the Assigned Payments will have all of the same rights We have, including the right to the duties You owe Us under this Purchase Agreement This includes the right to make a claim against You for violating any of the representations, warranties, or promises You made in this Purchase Agreement; (w) Before and after the Closing Date, You will not withdraw cash from, borrow against, or change the Assigned Payments or any related assets including any annuity supporting or funding the Assigned Payments; and (x) You give Us permission to conduct background checks on You, including credit checks, judgment searches, lien searches, UCC filings, bankruptcy, child support obligations and criminal background searches. DocuSign Envelope ID: 4E8F4373-8DAA-48DF-AE67-101A084374F6 C-4902-23-E 1 1. Cancellation. We may cancel this Purchase Agreement_before the Closing Date, without further obligation to You if: (i) You default in respect ofY our obligations under this Purchase Agreement; (ii) the petition for court order is contested, opposed or not approved or any resulting Court Order is challenged or appealed; (iii) We are sued or threatened with a lawsuit or an arbitration about this Purchase Agreement, the Assigned Payments, the annuity or funding the transfer of the Assigned Payments; (iv) there is any threatened, pending, or final action, or change in law or rule challenging the legality of, or negatively affecting this transaction; (v) You file for, or are forced into bankruptcy; (vi) You pass away; (vii) final approval has not been given by the appropriate underwriting department; (viii) a major rating agency downgrades the Annuity Issuer's credit rating; (ix) the Annuity Issuer or Annuity Owner is, or becomes insolvent, or under regulatory supervision; or (x) otherwise in accordance with this Purchase Agreement Additionally, if any of the conditions precedent remain unsatisfied by the Closing Date, then We shall have the sole and absolute right to cancel this Purchase Agreement at any time thereafter without further obligation to You. 12. Access to Documents. You agree to provide Us with complete copies of all documents and information related to the annuity, the Settlement Agreement, and the Assigned Payments as well as all related or underlying agreements ("Documents") and other documents necessary to complete the transaction, including but not be limited to (i) a copy of the underlying settlement and release agreement and/or order approving the underlying settlement; (ii) the annuity contract(s) and/or updated benefits letter from the Annuity Issuer or Annuity Owner; (iii) the qualified assignment and release, if applicable; (iv) a structured settlement application (to be provided by Us and executed by You); (v) a statement of legal representation; (vi) a W-9 tax form (if applicable); (vii) proof of Your date of birth and other valid government-issued photo identification; (viii) Your most recent federal and state income tax returns (if filed); (ix) proof of Your residence/domicile; and (x) such other documents and information as We may reasonably request depending on Your surrounding circumstances. 18. Servicing Arrangement If We are buying only a portion of Your Periodic Payments, this Purchase Agreement will have no effect upon Your rights in the unsold portion. You will continue to receive the unsold portion unless You have already sold or encumbered that portion. However, sometimes the Annuity Issuer, the Annuity Owner, a state statute(s), or a court may require Us to receive the entire amount of Your Periodic Payments for a specific time period. If so, We, or a third party, will then forward the portion of the payment still due to You during that time period, and You hereby agree to this payment servicing arrangement. You understand and agree that We, or our third party servicing agent, shall have seven (7) business days from receipt of the check from the Annuity Issuer or Annuity Owner or other entity, to remit the unassigned portion back to You, and You agree to this servicing arrangement. You will need to advise Us in writing if You would like to receive Your portion of the unassigned Periodic Payments by direct deposit or sent by check via first class mail. You will need to provide us with Your bank information if You choose direct deposit, or You will need to provide us with your address if you choose to receive a check, and promptly notify us of any changes in these details. 14. Limited/Durable Power of Attorney Some insurance companies may continue to make the Assigned Payments payable in Your name after the transaction is closed. You hereby grant Us or Our successors, assigns or agents, an irrevocable limited power of attorney granting us the right to cash any checks reflecting the Assigned Payments and to deposit the money into Our collection account. DocuSign Envelope ID: 4E8F4373-8DAA-48DF-AE67-101A084374F6 C-4902-23-E A. You hereby grant to Us and any of Our successors, assigns, agents or designees, an irrevocable Limited/Durable Power of Attorney with full powers of substitution as Your Attorney-in-Fact, to act in Your name and place regarding the Assigned Payments, including, without limitation, the authority to negotiate, endorse and execute checks, drafts and other instruments in Your name, the power to alter, edit and change payment instructions and/or beneficiary designations and any other act We or any of Our successors or assigns deem necessary to obtain all the benefits contemplated by this transaction and to do all acts and things that You might do regarding the Assigned Payments and any and all rights You have under the Settlement Agreement and annuity with respect to the Assigned Payments, including without limitation, the power to accept, alter, sign, endorse, negotiate and/or transfer without restriction, in Your name and on Your behalf, all checks, drafts, promissory notes, or other instruments, the power to alter, edit and change payment instructions and/or beneficiary designations and any other act which, in our sole discretion as Your Attorney-in Fact is necessary or expedient for Us or Our successors or assigns to obtain all of the benefits of the transaction contemplated by this Purchase Agreement, and the power to institute, maintain, compromise, settle and terminate any litigation or other proceedings related to the Assigned Payments. B. This power of attorney is coupled with an interest and shall be irrevocable until such time as We or Our Assignee have received all Assigned Payments to which We or Our Assignee are entitled pursuant to the Purchase Agreement and shall not be affected by Your death or disability. C. With respect only to any promissory note given to Us by You in connection with this transaction, You grant lJ s the right to contact any financial institution in which You maintain any funds (a "Bank Account") to enforce the applicable provisions of this Purchase Agreement, such enforcement to be construed as a set-off against any and all obligations owed by You to lJ s under any promissory note given to Us by You. You authorize Us to record all appropriate UCC financing statements or other lien document. 15. Inspection. We shall have the right to conduct one or more inspections ("Inspections") and searches ("Searches") to enable Us to determine whether there was filed any liens on, judgments against, or any adverse claim against You, the annuity and the Assigned Payments (collectively referred to as "Adverse Claims"). We, in Our sole discretion, shall be entitled to discharge any Adverse Claims prior to or at the time of closing on the Closing Date by paying such amount or amounts necessary to satisfy such Adverse Claims. In such case, the Purchase Price shall be automatically reduced by the amount of any such payments. If an undisclosed Adverse Claim affecting the Assigned Payments arises or is discovered after the Purchase Price is paid to You, You will indemnify Us or Our Assignee and hold Us and Our Assignee harmless from any and all resulting losses, shortfalls, or other encumbrances. 16. Indemnification. You agree to hold harmless, defend and indemnify Us and Our Assignee against all claims, losses, damages, costs or expenses, including attorney fees, which We might incur as a result of any breach or failure of any representation or warranty noted above, or as a result of any breach of any term or provision of the Purchase Agreement. DocuSign Envelope ID: 4E8F4373-8DAA-48DF-AE67-101A084374F6 C-4902-23-E 17. Remedies. We may, in addition to any other remedies provided herein or at law, bring action at law or equity to exercise any one or more of the following remedies: (i) enforce performance of the defaulted provision, (ii) recover damages for breach thereof, along with its attorney fees and disbursements and other expenses of enforcing its rights hereunder to the extent disclosed to You in the Disclosure Statement. 18. Entire Agreement This Purchase Agreement (together with the Disclosure Statement) represents the entire agreement between the parties and replaces all prior arrangements and understandings, oral or written. 19. Counterparts. You and Transferee may sign this Purchase Agreement in one or more counterparts. Each counterpart will be considered an original. All counterparts will form one Purchase Agreement. A facsimile, PDF, or other electronic copy of the signed Purchase Agreement or any counterpart will be construed as an original and treated as such in any court or arbitration proceeding. 20. Amendments. No provision of the Agreement may be amended, modified or waived except by written agreement duly executed by each of the parties hereto. 21. No Rule of Construction. The parties acknowledge and agree that no rule of construction shall apply to the Purchase Agreement which construes any language, whether ambiguous, unclear, or otherwise, in favor of or against either Us or You. 22. Titles and Headings. Section titles and headings herein are used for convenience only and shall not otherwise affect the provision of the Purchase Agreement nor the interpretation hereof. 28. Severability. Wherever possible, each provision of the Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any such provision shall be prohibited by or be invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Purchase Agreement. 924. Waiver. The waiver or modification by a party of performance or breach of any provision of this Purchase Agreement shall not operate or be construed as a waiver of any subsequent or other performance or breach thereof. Failure to enforce any provision of this Purchase Agreement is not a waiver of that provision. 92.5. Survival of Obligations. The representations, warranties, agreements, acknowledgments, waivers and disclaimers made or contained in the Agreement shall not merge in but survive the Closing Date and the consummation of the transaction contemplated by the Agreement, and shall remain in full force and effect until the expiration of any applicable statute of limitations. 26. Governing Law. Except as otherwise required by applicable statutory law, this Purchase Agreement shall be governed by and construed and enforced in accordance with the laws of the state of Your residence as of the date of this folly executed Purchase Agreement. Your DocuSign Envelope ID: 4EBF4373-8DAA-48DF-AE67- 101A084374F6 C-4902-23-E