Sale of Contingent Proceeds Agreement
Sale of Contingent Proceeds Agreement
This Sale of Contingent Proceeds Agreement (the “Agreement”) is entered into as of the date below by
and between Conner Brown (the “Seller(s)”) and Green Halo Funding LLC (the “Purchaser”).
WHEREAS, Seller(s) has/have asserted a personal injury claim(s) arising from an accident that occurred
on or about ______________ and March 22, 2019, to recover money benefits (the “Claim(s)”), and
WHEREAS, Purchaser seeks to invest in the Claim(s) by purchasing the right to receive a portion of the
proceeds recovered by Seller(s) in relation to the Claim(s), by way of settlement, collection, judgment,
compromise or otherwise (the “Proceeds”), and
WHEREAS, Seller(s) desire(s) to sell, and Purchaser desires to purchase, a contingent interest in the
Proceeds.
NOW THEREFORE, for valuable consideration, the receipt, sufficiency and adequacy of which is hereby
acknowledged, the parties hereby agree as follows:
1. Purchaser shall advance the sum of $5,000 (the “Advance”) to Seller(s). Said amount is advanced
without recourse of other obligation of Seller(s) to repay, except as expressly set forth herein.
Seller(s) hereby unconditionally and irrevocably grant(s), assign(s), transfer(s), and convey(s) to
Purchaser an ownership interest (the “Purchaser’s Interest”) in the proceeds recovered with
respect to the Claim(s) in an amount equal to the Advance plus 25.00% of the Advance (the
“Initial Amount”) plus a compounded monthly growth factor of 3.00% on the Purchaser’s
Interest, such compounded monthly growth factor to accrue from the date falling six months after
the date of this Agreement until the earlier to occur of (a) the date on which the Purchaser’s
Interest is paid in full or (b) the date falling 36 months after the date of this Agreement.
The Purchaser’s Interest shall be paid to the Purchaser in full on the date the Proceeds are
recovered. In the event the Proceeds are received in multiple payments (whether pursuant to a
structured settlement, annuity, installment payment of incremental recovery or otherwise), the
Purchaser’s right to receive full payment of the Purchaser’s Interest shall be prior and senior to
the Seller(s)’ rights to receive any portion of the Proceeds. For the avoidance of doubt, if the
Proceeds are received in multiple payments, the compounded monthly growth factor of 3.00%
shall continue to accrue on any amount outstanding until the Purchaser’s Interest has been paid in
full. If payment of any portion of the Purchaser’s Interest shall occur on a day which is not on the
same day of the month as the date of this Agreement, the monthly growth factor attributable to
such paid portion in the final month shall be prorated accordingly.
If the Proceeds are insufficient to completely satisfy the Purchaser’s Interest, then the Purchaser’s
Interest shall be limited to the Proceeds. If the Seller(s) does/do not recover any Proceeds from
the Claim(s), then the Seller(s) shall owe nothing to Purchaser. The Seller(s) may repurchase
the Purchaser’s Interest at any time for an amount in cash equivalent to the Purchaser’s Interest
on the date of repurchase, subject to the execution and delivery of such documents as the
Purchaser shall specify.
2. The Advance received by the Seller(s) from the Purchaser will be used for immediate economic
necessities or such other purposes as the Seller(s) deem(s) important. In consideration thereof,
Seller(s) is/are assigning an ownership interest in the Proceeds and granting Purchaser a security
Green Halo Funding 1150 W. State Street Suite 300, Boise, ID 83702 p: 855.264.CASH f: 866.393.5765 c: 801.243.6528
interest and lien over the Proceeds in the amount of the Purchaser’s Interest, from the date of this
contract. Seller(s) hereby irrevocably direct(s) his/her/their attorney, and any FUTURE
ATTORNEY, TO HONOR THIS LIEN.
3. For the purpose of this Agreement, the Proceeds shall be the gross amount received by the
Seller(s), either in settlement or compromise of the Claim(s) or pursuant to any judgment or
arbitral award with respect to the matters which are the subject of the Claim(s).
4. Seller(s) hereby represent(s) and warrants(s) to Purchaser that he/she/they is/are not presently a
party to any action or proceeding for relief under any federal of state bankruptcy or insolvency
law of the appointment of a trustee or receiver for all or any portion of his/her/their assets, and
that he/she/they do(es) not intend to file or otherwise initiate any action or proceeding at any time
in the future seeking relief under any federal or statue bankruptcy or insolvency law.
5. Each of the Seller(s) and Driggs, Bills, & Day hereby represent and warrant to the Purchaser that
he/she/it has no notice or knowledge of any liens upon the Proceeds other than those in favor of
the attorneys who have represented the Seller(s) with respect to the Claim(s), and that he/she/it
has not assigned, transferred or conveyed any right to any portion of the Proceeds to any person,
or entity, except as follows: (if none, so state)
Seller(s) hereby authorize(s) and instruct(s) his/her/their attorney to disclose to Purchaser all
assignments, conveyances and transfers of any interest in and/or lien upon the Proceeds.
Seller(s) hereby agree(s) that he/she/they will not knowingly create any additional liens against
the Proceeds without the prior written consent of Purchaser except those as may be necessary to
the prosecution of the case. Seller(s) specifically promise(s) not to sell, pledge, transfer or assign
any interest in, or create any liens against, the Proceeds as a result of any funding or advances that
he/she/they might receive after the date of this Agreement.
6. Seller(s) hereby authorize(s) and request(s) his/her/their attorney to sign this Agreement in the
appropriate space provided below, to acknowledge notice of this Agreement and the Purchaser’s
rights created thereby, and to distribute the Proceeds to Purchaser in compliance with the
provisions herein. Seller(s) hereby instruct(s) his/her/their attorney to cooperate with Purchaser
and provide periodic updates on the status of the Claim(s) to Purchaser.
7. If Seller(s) substitute(s) another lawyer or law firm as his/her/their attorney with respect to the
Claim(s), Seller(s) and his/her/their attorney shall notify Purchaser in writing within 48 hours
thereof by certified mail, and state the name, address and telephone number of Seller(s)’ new
attorney of record. Seller(s) promise(s) and agree(s) to request and instruct his/her/their new
attorney to acknowledge and assume the obligations set forth in this Agreement.
8. Seller(s) authorize(s) and request(s) his/her/their attorney to cooperate with and inform Purchaser
of the status of the Claim(s) while it/they are pending, to notify Purchaser if and when there is an
agreement with any defendant to settle the Claim(s) or any portion thereof, and to notify
Purchaser if and when his/her/their attorney receives any Proceeds with respect to the Claim(s).
Green Halo Funding 1150 W. State Street Suite 300, Boise, ID 83702 p: 855.264.CASH f: 866.393.5765 c: 801.243.6528
9. Seller(s) again acknowledge(s) that he/she/they is/are hereby granting to the Purchaser a lien and
security interest in the Proceeds. The Purchaser’s Interest shall be withheld from any money
collected as a result of the Claim(s) and paid immediately upon collection to Purchaser without
set off or reduction of any kind. The Purchaser’s Interest shall be paid immediately after attorney
fees (including the expenses charged by the Seller(s)’ attorney for costs) and after payment to any
recorded lien holders that might exist prior to the date hereof or which may have priority by law.
Seller(s) will not receive any money from the Proceeds of the Claim(s) until the Purchaser’s
Interest has been paid in full.
10. Seller(s) hereby waive(s) any defense to payment of the sums due and promise(s) not to seek to
avoid payment of any money due to Purchaser under this Agreement.
11. This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their
respective successors-in-interest, heirs, executors, representatives, successors and assigns.
12. This Agreement constitutes the entire agreement between the parties and there are no
representations, warranties, covenants or obligations except as set forth herein. This Agreement
supersedes all prior and contemporaneous agreements, understandings, negotiations and
discussions, written or oral, between the parties hereto relating to any transaction contemplated
by the Agreement. If any provision of this Agreement shall be deemed invalid or unenforceable,
it shall not affect the validity or enforceability of any other provision hereof. This Agreement may
only be modified in writing. This Agreement may be executed in separate counterparts. A
signature transmitted by fax or electronic mail shall be effective with the same force and effect as
the original signature.
13. Any controversy or claim arising out of or relating to this contract, including without limitation
the interpretation, validity, enforceability or breach thereof, shall be settled by final, binding
arbitration administered by the American Arbitration Association in accordance with its
Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be
entered in any court having jurisdiction thereof. The arbitrator shall be a practicing attorney or
retired judge licensed to practice in the State of Utah. The place of arbitration shall be in Utah.
The arbitrator shall award to the prevailing party, if any, as determined by the arbitrator, all of its
costs and fees. “Costs and fees” mean all pre-award expenses of the arbitration, including the
arbitrator’s fees, administrative fees, travel expenses, out-of-pocket expenses such as copying and
telephone, court costs, witness fees, and attorneys’ fees and disbursements. The award shall be in
writing, shall be signed by the arbitrator, and shall include a statement regarding the reasons for
the disposition of any claim.
14. The laws of the State of Utah without regard to its conflict of laws rules shall control the validity,
interpretation and enforceability of this Agreement. If any one or more of the provisions are
determined to be unenforceable, in whole or in part, for any reason, the remaining provisions
shall remain in full force and effect. The Seller(s) and Purchaser hereby irrevocably and
unconditionally consent to submit to the exclusive jurisdiction of the courts of the State of Utah
for any lawsuits, claims or other proceedings arising out of or relating to this Agreement and
agree not to commence any such lawsuit, claim or other proceeding except in such courts.
15. Seller(s) has/have been advised and understand(s) that the cost of obtaining the Advance is
potentially expensive and should only be used as a last resort and that Purchaser may make a
substantial profit from its investment by the terms of this Agreement. Other sources of funding,
Green Halo Funding 1150 W. State Street Suite 300, Boise, ID 83702 p: 855.264.CASH f: 866.393.5765 c: 801.243.6528
including loans, may be available at more favorable rates, payment schedules, terms and
conditions.
16. Seller(s) has/have had a full and complete opportunity to consult with his/her/their attorney and
other advisors before signing this Agreement. This Agreement has been fully explained to
Seller(s), and all questions that Seller(s) might have about this transaction have been fully
explained.
17. In the event of any legal action or proceeding to interpret or enforce this Agreement, the
prevailing party shall be entitled to recover its actual attorneys’ fees and expenses incurred
therein from the other party.
18. This Agreement shall be deemed to have been negotiated and drafted by both parties of equal
bargaining position; its provisions shall be interpreted in accordance with the plain meaning of
the words used and shall not be construed strictly in favor of, or against, either party.
19. Seller(s) may rescind this Agreement within 5 business days following the Seller’s receipt of
funds from Purchaser, provided, however, that Seller(s) return(s) the Advance in full to Purchaser
and reimburses the Purchaser for all reasonable fees incurred by Purchaser in transmitting the
Advance (if any), simultaneously with the rescission.
20. Seller(s) hereby accept(s) Purchaser’s funding as per the terms of this Agreement, grant(s)
Purchaser a security interest and lien as per the terms hereof, and assign the Proceeds to the
Purchaser, to the extent specified in this Agreement.
Purchaser: Date:
By:
Seller(s): Date:
Conner Brown
Green Halo Funding 1150 W. State Street Suite 300, Boise, ID 83702 p: 855.264.CASH f: 866.393.5765 c: 801.243.6528
ATTORNEY ACKNOWLEDGMENT
By signing below, Driggs, Bills, & Day, hereby acknowledges notice of the provisions of this Agreement
including without limitation the assignment set forth therein, and agrees to disburse, in compliance with
the foregoing Agreement, the Proceeds, if any, recovered on behalf of Seller(s) with respect to the
Claim(s). Please be advised that you may not disburse any funds to the Seller(s) from settlement,
collection, judgment, compromise or other collection resulting from the case without first satisfying
Purchaser’s lien. The amount due Purchaser shall be withheld from any money collected as a result of the
Claim(s) and paid immediately upon collection to Purchaser without set-off or reduction of any kind. The
undersigned agrees to provide Purchaser with a copy of the distribution document relating to the Claim(s),
upon request.
The undersigned further agrees to place a copy of this Agreement in the lien file related to the Claim(s),
provide the Purchaser with status reports concerning the Claim(s) upon Purchaser’s request, notify
Purchaser if and when there is an agreement with any defendant or adverse party to settle the Claim(s) or
any portion thereof, and immediately notify Purchaser when the undersigned receives any Proceeds with
respect to the Claim(s).
The undersigned hereby represents to Purchaser that it does not have any knowledge or notice of any liens
upon and/or assignments, transfers or conveyances of any portion of the Proceeds except as the
undersigned has set forth in paragraph 6 of the Agreement.
In the event the undersigned’s representation of Seller(s) in relation to the Claim(s) terminates prior to
repayment in full of the Purchaser’s Interest, the undersigned shall give Purchaser immediate written
notice thereof by certified mail, and state the name, address and telephone number of Seller(s)’ new
attorney.
The undersigned hereby informs Purchaser that liability is contested in this case, there are no assurances
that Seller(s) will prevail, and there is substantial uncertainty as to the amount, if any, Seller(s) may
recover. The undersigned represents that the case is pending in active status and there are no dispositive
motions pending, including but not limited to, motions to dismiss or for summary judgment.
By: Date:
Attorney Signature
Green Halo Funding 1150 W. State Street Suite 300, Boise, ID 83702 p: 855.264.CASH f: 866.393.5765 c: 801.243.6528
SCHEDULE A
Set forth below, for illustrative purposes only, is a schedule reflecting the Purchaser’s Interest on certain
dates during the twelve months following the Funding Date (if no payments have been previously made
by the Seller(s)). Please note that if the Purchaser’s Interest is repaid via multiple payments, the
compounded monthly growth factor of 3.00% shall continue to accrue on any amount outstanding until
the Purchaser’s Interest has been paid in full. If payment of any portion of the Purchaser’s Interest shall
occur on a day which does not fall on the same day of the month as the Funding Date, the monthly growth
factor attributable to such paid portion in the final month shall be prorated accordingly.
Green Halo Funding 1150 W. State Street Suite 300, Boise, ID 83702 p: 855.264.CASH f: 866.393.5765 c: 801.243.6528
IRREVOCABLE INSTRUCTIONS TO COUNSEL
I irrevocably instruct my attorney, Driggs, Bills, & Day, and any subsequent or superseding
attorneys (“Attorneys”) I may retain to provide information and payment regarding the status and
progress of the Claim(s) to Purchaser, its successors or assigns.
I specifically direct my Attorneys to pay directly to Purchaser (and/or its assigns), the full amount
due to Purchaser under the terms of the attached Sale of Contingent Proceeds Agreement (the
“Agreement”) from the proceeds of the Claim.
I specifically and irrevocably direct my Attorney to ignore and refuse to honor any transaction
which is made or entered into by me in violation of paragraph 6 of the Agreement and to immediately
advise Purchaser of any facts that should cause a reasonably prudent attorney to believe that a pending or
attempted violation of these provisions was or might be occurring.
These instructions may not be altered or revoked so long as any portion of the Purchaser’s
Interest has not been paid to Purchaser.
All terms not defined herein shall have the meanings given to them in the Agreement.
Date:
Conner Brown
Green Halo Funding 1150 W. State Street Suite 300, Boise, ID 83702 p: 855.264.CASH f: 866.393.5765 c: 801.243.6528