INDEMNITY AGREEMENTIndemnification Agreement • August 19th, 2020 • Lionheart Acquisition Corp. II • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of August 13, 2020, by and between LIONHEART ACQUISITION CORPORATION II, a Delaware corporation (the “Company”), and Paul Rapisarda (“Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • August 19th, 2020 • Lionheart Acquisition Corp. II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of August 13, 2020, is by and between Lionheart Acquisition Corporation II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 19th, 2020 • Lionheart Acquisition Corp. II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of August 13, 2020, by and between Lionheart Acquisition Corporation II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INDEMNITY AGREEMENTIndemnity Agreement • August 6th, 2020 • Lionheart Acquisition Corp. II • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2020, by and between LIONHEART ACQUISITION CORPORATION II, a Delaware corporation (the “Company”), and __________________ (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 19th, 2020 • Lionheart Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 13, 2020, is made and entered into by and among Lionheart Acquisition Corporation II, a Delaware corporation (the “Company”), Lionheart Equities, LLC, a Delaware limited liability company (the “Sponsor”) and each of the other undersigned (together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
STANDBY EQUITY PURCHASE AGREEMENTStandby Equity Purchase Agreement • November 14th, 2023 • MSP Recovery, Inc. • Services-computer processing & data preparation • New York
THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of November 14, 2023 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and MSP RECOVERY, INC., a company incorporated under the laws of the state of Delaware (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 14th, 2023 • MSP Recovery, Inc. • Services-computer processing & data preparation
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of November 14, 2023 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and MSP RECOVERY, INC., a company incorporated under the laws of the State of Delaware (the “Company”). The Investor and the Company may be referred to herein individually as a “Party” and collectively as the “Parties.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 12th, 2023 • MSP Recovery, Inc. • Services-computer processing & data preparation
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 6, 2023, is by and among YA II PN, Ltd., a Cayman Islands exempted company (the “Investor”) and MSP Recovery, Inc., a Delaware corporation (formerly known as Lionheart Acquisition Corporation II) (the “Company”). This Agreement relates to the Company Common Stock Purchase Agreement, dated as of January 6, 2023 (the “Company Common Stock Purchase Agreement”), by and between the Investor and the Company. For purposes of the Company Common Stock Purchase Agreement, references to the “Company” shall also include any successor entity to the Company by any Fundamental Transaction (as defined in the Company Common Stock Purchase Agreement), but only from and after the closing of such Fundamental Transaction. .
COMPANY COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • January 12th, 2023 • MSP Recovery, Inc. • Services-computer processing & data preparation • New York
This COMPANY COMMON STOCK PURCHASE AGREEMENT is made and entered into as of January 6, 2023 (this “Agreement”), by and between YA II PN, Ltd., a Cayman Island exempted company (the “Investor”) and MSP Recovery, Inc., a Delaware corporation (formerly known as Lionheart Acquisition Corporation II) (the “Company”). For purposes of this Agreement, references to the “Company” shall also include any successor entity to the Company by any Fundamental Transaction (as defined below), but only from and after the closing of such Fundamental Transaction, including but not limited to, the resulting publicly listed company pursuant to the transactions contemplated by the Membership Interest Purchase Agreement, dated as of July 11, 2021 (as it may be amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), by and among the Company, Lionheart II Holdings, LLC, a newly formed wholly owned subsidiary of the Company, the MSP Purchased Companies
LIONHEART ACQUISITION CORPORATION II 20,000,000 Units Units, each consisting of one (1) share of Class A common stock, $0.0001 par value, and one-half of one warrant Underwriting Agreement Underwriting AgreementUnderwriting Agreement • August 6th, 2020 • Lionheart Acquisition Corp. II • Blank checks • New York
Lionheart Acquisition Corporation II priced 20,000,000 units at $10.00 per unit plus an additional 3,000,000 units if the underwriters exercise their over-allotment option in full.
MSP RECOVERY, INC. CLASS A COMMON STOCK WARRANTWarrant Agreement • October 25th, 2024 • MSP Recovery, Inc. • Services-computer processing & data preparation • Delaware
THIS WARRANT (THE “WARRANT”) AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE UNDER THE ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IF THE COMPANY REQUESTS, AN OPINION SATISFACTORY TO THE COMPANY TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL.
PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENTPrivate Placement Unit Subscription Agreement • August 19th, 2020 • Lionheart Acquisition Corp. II • Blank checks • New York
This PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 13th day of August, 2020, by and between Lionheart Acquisition Corporation II, a Delaware corporation (the “Company”), and Lionheart Equities, LLC (the “Subscriber”).
August 13, 2020 Lionheart Acquisition Corporation II Miami, Florida 33137 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • August 19th, 2020 • Lionheart Acquisition Corp. II • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Lionheart Acquisition Corporation II, a Delaware corporation (the “Company”), and Nomura Securities International, Inc. (“Nomura”) and Cantor Fitzgerald & Co., as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 20,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The
Lionheart Acquisition Corporation II Miami, Florida 33137 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • August 6th, 2020 • Lionheart Acquisition Corp. II • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Lionheart Acquisition Corporation II, a Delaware corporation (the “Company”), and Nomura Securities International, Inc. (“Nomura”) and Cantor Fitzgerald & Co., as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 20,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • August 6th, 2020 • Lionheart Acquisition Corp. II • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of [____________], 2020, between Lionheart Acquisition Corporation II, a Delaware corporation (the “Company”), and Nomura Securities International, Inc. (the “Purchaser”).
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 10, 2023 among SUBROGATION HOLDINGS, LLC, as Borrower, MSP RECOVERY, LLC, as Owner Pledgor and Guarantor, JRFQ HOLDINGS, LLC, as Mortgagor Parent, 4601 CORAL GABLES PROPERTY, LLC, as...Credit Agreement • November 14th, 2023 • MSP Recovery, Inc. • Services-computer processing & data preparation
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of November 10, 2023 (the “Effective Date”) (as amended, restated, increased, extended, supplemented or otherwise modified from time to time, this “Agreement”), is entered into by and among SUBROGATION HOLDINGS, LLC, a Delaware limited liability company (the “Borrower”), MSP RECOVERY, LLC, a Florida limited liability company (the “Owner Pledgor”), JRFQ HOLDINGS, LLC, a Delaware limited liability company (“Mortgagor Parent”), 4601 CORAL GABLES PROPERTY, LLC, a Florida limited liability company (“Mortgagor”), MSP Recovery Claims, Series LLC – Series 15-09-321, a registered series of MSP Recovery Claims, Series LLC, a Delaware limited liability company, and a Subsidiary of the Borrower (the “Assignee”) and HAZEL PARTNERS HOLDINGS LLC, a Delaware limited liability company, as Lender (the “Lender”) and as Administrative Agent (in such capacity, the “Administrative Agent”).
LIONHEART ACQUISITION CORPORATION II 20,000,000 Units Units, each consisting of one (1) share of Class A common stock, $0.0001 par value, and one-half of one warrant Underwriting Agreement Underwriting AgreementUnderwriting Agreement • August 11th, 2020 • Lionheart Acquisition Corp. II • Blank checks • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 19th, 2020 • Lionheart Acquisition Corp. II • Blank checks
This Securities Purchase Agreement (this “Agreement”), dated as of July 27, 2020, is made and entered into by and between Lionheart Equities, LLC, a limited liability company formed under the laws of the State of Delaware (the “Seller”) and Nomura Securities International, Inc., a corporation formed under the laws of the State of New York (the “Purchaser”).
FIRST AMENDMENT TO WARRANT AGREEMENTWarrant Agreement • May 10th, 2022 • Lionheart Acquisition Corp. II • Services-business services, nec • New York
THIS FIRST AMENDMENT TO WARRANT AGREEMENT (this “First Amendment”), dated as of May 9, 2022, is made by and between Lionheart Acquisition Corporation II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (“Warrant Agent”). Capitalized terms used herein, but not otherwise defined, shall have the meanings given to such terms in the Warrant Agreement, by and between the Company and the Warrant Agent dated as of August 13, 2020 (the “Existing Warrant Agreement”).
September 6, 2024Master Transaction Agreement • September 10th, 2024 • MSP Recovery, Inc. • Services-computer processing & data preparation
LETTER AGREEMENTForward Purchase Agreement • March 8th, 2022 • Lionheart Acquisition Corp. II • Services-business services, nec
This Letter Agreement (this “Letter Agreement”) is entered into as of February 24, 2022 between Lionheart Acquisition Corporation II, a Delaware corporation (the “Company”), and Nomura Securities International, Inc. (the “Purchaser”, and together with the Company, the “Parties”). Unless otherwise specified herein, capitalized and/or initially capitalized terms used in this Letter Agreement shall have the meanings ascribed to them in the Forward Purchase Agreement.
The purpose of this agreement (this “Confirmation”) is to confirm the terms and conditions of the transaction (the “Transaction”) entered into between Seller and Counterparty on the Trade Date specified below. Certain terms of the Transaction shall be...Otc Equity Prepaid Forward Transaction • May 18th, 2022 • Lionheart Acquisition Corp. II • Services-business services, nec
This Confirmation, together with the Pricing Date Notice, evidences a complete binding agreement between Seller and Counterparty as to the subject matter and terms of the Transaction to which this Confirmation relates and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
AMENDMENT TO CLAIM PROCEEDS INVESTMENT AGREEMENTClaim Proceeds Investment Agreement • January 20th, 2023 • MSP Recovery, Inc. • Services-computer processing & data preparation • Delaware
This AMENDMENT TO CLAIM PROCEEDS INVESTMENT AGREEMENT (this “Amendment”) is entered into as of September 30, 2022 (the “Effective Date”) by and among Brickell Key Investments LP (“Investor”), MSPA Claims 1, LLC (“MSPA Claims 1”), and MSP Recovery, Inc., a Delaware corporation (“MSP Recovery” and, together with MSPA Claims 1 and each of their respective affiliates, the “MSP Parties” and, together with the Investor, the “Parties” and each, individually, a “Party.”
MTA AmendmentMta Amendment • April 17th, 2023 • MSP Recovery, Inc. • Services-computer processing & data preparation
This MTA Amendment (this “Amendment”) is by and among Virage Recovery Master LP, a Delaware limited partnership (“VRM”), Series MRCS, a series of MDA, Series LLC, a Delaware series limited liability company (“Series MRCS”), John H. Ruiz, an individual (“Ruiz”), Frank C. Quesada, an individual (“Quesada” and, together with Ruiz, the “MRCS Principals” and each an “MRCS Principal”), Virage Capital Management LP, a Delaware limited partnership (“Virage”), MSP Recovery, LLC, a Florida limited liability company (“MSP Recovery”), La Ley con John H. Ruiz, d/b/a MSP Recovery Law Firm, a Florida corporation and MSP Law Firm, a Florida PLLC (together, “MSP Recovery Law Firm”), MSP Recovery, Inc. (formerly known as Lionheart Acquisition Corporation II, a Delaware corporation and a special purpose acquisition company, “Parent”), and Lionheart II Holdings, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (the “Purchaser”). VRM, Series MRCS, the MRCS Principals, MSP Rec
NOTELoan Agreement • August 8th, 2024 • MSP Recovery, Inc. • Services-computer processing & data preparation • Delaware
This Note is issued pursuant to and entitled to the benefits of the Credit Agreement, to which reference is hereby made for a more complete statement of the terms and conditions under which the Loan evidenced hereby is to be made and repaid.
Amended and Restated Collateral Administration AgreementCollateral Administration Agreement • April 15th, 2024 • MSP Recovery, Inc. • Services-computer processing & data preparation • New York
This Amended and Restated Collateral Administration Agreement (this “Agreement”), dated as of March _29, 2023, is entered into among Hazel Partners Holdings LLC a Delaware limited liability company (“Hazel”), Subrogation Holdings, LLC, a Delaware limited liability company (the “Company”), and MSP Recovery LLC, a Florida limited liability company (“MSP”, and together with the Company and Hazel, the “Parties”, and each, a “Party”). The Parties acknowledge and agree that Article 1 and Article 2 of this Agreement shall be operative and in full force and effect as of the Effective Date (defined below).
SERVICES AGREEMENTServices Agreement • May 24th, 2024 • MSP Recovery, Inc. • Services-computer processing & data preparation • Delaware
This Services Agreement (the “Agreement”) is entered into and effective as of May 20, 2022 (the “Effective Date”) by and between Virage Capital Management LP (“Virage”) and MSP Recovery, LLC (“MSP Recovery”). Each of Virage and MSP Recovery are sometimes referred to herein as a “Party,” and collectively as the “Parties.”
SECOND AMENDED AND RESTATED CLAIMS PROCEEDS INVESTMENT AGREEMENT Dated as of January 24, 2019 by and between MSPA CLAIMS 1, LLC and BRICKELL KEY INVESTMENTS LPClaims Proceeds Investment Agreement • January 20th, 2023 • MSP Recovery, Inc. • Services-computer processing & data preparation
• MSP A CLAIMS 1, LLC, a Florida limited liability company with its principal place of business at 5000 SW 75111 Avenue, Suite 400, Miami, Florida 33155 (“MSPA 1”); and
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • August 19th, 2020 • Lionheart Acquisition Corp. II • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of August 13, 2020, between Lionheart Acquisition Corporation II, a Delaware corporation (the “Company”), and Nomura Securities International, Inc. (the “Purchaser”).
LIONHEART ACQUISITION CORPORATION IIAdministrative Support Agreement • August 6th, 2020 • Lionheart Acquisition Corp. II • Blank checks • New York
This letter agreement by and between Lionheart Acquisition Corporation II (the “Company”) and Lionheart Equities, LLC (“Equities”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
AMENDMENT NO. 2 TO MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • December 23rd, 2021 • Lionheart Acquisition Corp. II • Services-business services, nec
This AMENDMENT NO. 2 TO MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Amendment”), dated as of December 22, 2021, is made by and among Lionheart Acquisition Corporation II, a Delaware corporation (“Parent”), Lionheart II Holdings, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent, each limited liability company set forth on Schedule 2.1(a) of the Agreement (individually an “MSP Purchased Company,” and collectively, the “MSP Purchased Companies”), the members of the MSP Purchased Companies listed on Schedule 2.1(b) of the Agreement (each, a “Member” and collectively the “Members”) and John H. Ruiz, an individual, solely in his capacity as the representative of the Members (the “Members’ Representative”) (each, a “Party”, and together, the “Parties”). Capitalized terms used herein and not otherwise defined shall have the same meanings as set forth in the Membership Interest Purchase Agreement, dated as of July 11, 2021, by and among the Parties, as amended
MTA Amendment No. 3 and Amendment No. 2 to the Amended and Restated Security AgreementMta Amendment No. 3 and Amendment No. 2 to the Amended and Restated Security Agreement • April 15th, 2024 • MSP Recovery, Inc. • Services-computer processing & data preparation
LIONHEART ACQUISITION CORPORATION IIAdministrative Support Agreement • August 19th, 2020 • Lionheart Acquisition Corp. II • Blank checks • New York
This letter agreement by and between Lionheart Acquisition Corporation II (the “Company”) and Lionheart Equities, LLC (“Equities”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
HHI INTEREST MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • July 27th, 2023 • MSP Recovery, Inc. • Services-computer processing & data preparation • Delaware
This HHI Interest Membership Interest Purchase Agreement (“Agreement”) is made and entered into as of March 29, 2023 (the “Effective Date”) by and among MSP Recovery, LLC, d/b/a LifeWallet, a Florida limited liability company (“Buyer”), Hazel Holdings I LLC, a Delaware limited liability company (“Seller”), MSP Recovery Claims Series 44, LLC, a Delaware limited liability company (the “Company”), and MSP Recovery Holding Series 01, LLC, a Delaware limited liability company ("Series 01"). Buyer, Seller, the Company and Series 01 are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
Amended and Restated Collateral Administration AgreementCollateral Administration Agreement • July 27th, 2023 • MSP Recovery, Inc. • Services-computer processing & data preparation • New York
This Amended and Restated Collateral Administration Agreement (this “Agreement”), dated as of March _29, 2023, is entered into among Hazel Partners Holdings LLC a Delaware limited liability company (“Hazel”), Subrogation Holdings, LLC, a Delaware limited liability company (the “Company”), and MSP Recovery LLC, a Florida limited liability company (“MSP”, and together with the Company and Hazel, the “Parties”, and each, a “Party”). The Parties acknowledge and agree that Article 1 and Article 2 of this Agreement shall be operative and in full force and effect as of the Effective Date (defined below).
