MSP Recovery S4/A Registration of securities issued in business combination transactions (amended) | MSPR 23 Dec 21

Exhibit 2.3

AMENDMENT NO. 2 TO MEMBERSHIP INTEREST PURCHASE AGREEMENT

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 (the “Agreement”).

WHEREAS, Section 14.2(a) of the Agreement provides that the Agreement not be amended, except in writing signed by each Party (subject, in the case of the Members, to Section 14.14(a) of the Agreement); and

WHEREAS, the Parties wish to amend the Agreement as set forth below.

NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements contained herein, and intending to be legally bound hereby, the Parties agree as follows:

1. Amendment to Section 10.1(g). Section 10.1(g) of the Agreement is hereby deleted and replaced in its entirety with the following:

“The Closing Cash shall not be less than the MSP Minimum Cash Amount; provided, however, that if the Closing Cash is less than the MSP Minimum Cash Amount, then John H. Ruiz and/or Frank C. Quesada shall loan (or cause to be loaned) to an MSP Purchased Company in connection with the Closing, such amount of cash necessary so that the Closing Cash would equal the MSP Minimum Cash Amount, up to an aggregate amount of the value of the Service Fee Account on the last Business Day prior to the Closing (the “Maximum Cash Amount”), which such loan shall be consistent with the Loan Principles. In the event that the Maximum Cash Amount is loaned to an MSP Purchased Company in connection with Closing and the Closing Cash would still be less than the MSP Minimum Cash Amount, then this closing condition shall be deemed to be satisfied by all parties, irrespective of such deficit.”

2. Amendment to Definitions. The following definitions are hereby added to Article I of the Agreement, in the applicable alphabetical order, with the section references to the other definitions being correspondingly updated:

““Loan Principles” means that the applicable loan shall be made on terms no less favorable to the MSP Purchased Companies than: (i) bearing interest (computed on the basis of a year of 365 or 366 days, as applicable, and the actual days elapsed) at a rate per annum equal to 4.0%, payable in arrears on the last Business Day of each quarter and at maturity, (ii) maturing on the day that is six (6) months from the Closing Date (or, if such day is not a Business Day, the next succeeding Business Day); provided that such date may be extended, at the option of the borrower, for up to three (3) successive six (6) month periods (for a total of twenty-four (24) months) and (iii) being prepayable by the borrower at any time, without prepayment penalties, fees or other expenses.”

““Service Fee Account” means the account identified on Schedule 1.179.”

3. Amendment to Disclosure Schedules.

Schedule 2.1(c) of the Disclosure Schedules is hereby deleted and replaced in its entirety with the disclosure that is attached hereto as Annex A-1.

Schedule 1.179 of the Disclosure Schedules is hereby added with the disclosure that is attached hereto as Annex A-2.

4. Counterparts. This Amendment may be executed in two or more counterparts, all of which shall be deemed an original, but all which together shall constitute one and the same instrument, and a DocuSign, facsimile or portable document format (pdf) transmission shall be deemed to be an original signature for all purposes under this Amendment.

5. Miscellaneous. The provisions of Section 14.6 and Sections 14.9 – 14.10 of the Agreement are hereby incorporated into this Amendment by reference, mutatis mutandis, and shall be applicable to this Amendment for all purposes. For the avoidance of doubt, references in the Agreement to the “Agreement” shall be deemed a reference to the Agreement as amended by this Amendment.

6. No Other Amendments. Except as otherwise specifically amended in this Amendment, the Agreement shall remain in full force and effect.

[Remainder of Page Left Intentionally Blank; Signature Page Follows]

IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed as of the date first written above.

	Parent:

	LIONHEART ACQUISITION CORPORATION II

	By:	/s/ Ophir Sternberg
		Ophir Sternberg, Chairman and CEO

	Purchaser:

	LIONHEART II HOLDINGS, LLC

	By:	/s/ Ophir Sternberg
		Lionheart Acquisition Corporation II, the sole member

		By: Ophir Sternberg, Chairman and CEO

	The Members’ Representative (solely in such capacity and not in any personal capacity):

	By:	/s/ John H. Ruiz
		Name: John H. Ruiz

	The Members’ Representative (as attorney-in-fact pursuant to Section 14.14(a) of the Agreement on behalf of each Member):

	By:	/s/ John H. Ruiz
		Name: John H. Ruiz

[Signature Page to Amendment No. 2 to MIPA]

	The MSP Purchased Companies:

	MDA, SERIES LLC

	By:	/s/ John H. Ruiz
		Name: John H. Ruiz
		Title: Manager

	By:	/s/ Frank C. Quesada
		Name: Frank C. Quesada
		Title: Manager

	MSP RECOVERY SERVICES LLC

	By:	/s/ Sandra Rodriguez
		Name: Sandra Rodriguez
		Title: Manager

	MSP RECOVERY, LLC

	By:	/s/ Sandra Rodriguez
		Name: Sandra Rodriguez
		Title: Manager

[Signature Page to Amendment No. 2 to MIPA]

	MSP RECOVERY CLAIMS PROV, SERIES LLC

	By:	/s/ John H. Ruiz
		Name: John H. Ruiz
		Title: Manager

	By:	/s/ Frank C. Quesada
		Name: Frank C. Quesada
		Title: Manager

	MSP RECOVERY CLAIMS CAID, SERIES LLC

	By:	/s/ John H. Ruiz
		Name: John H. Ruiz
		Title: Manager

	By:	/s/ Frank C. Quesada
		Name: Frank C. Quesada
		Title: Manager

	MSP RECOVERY CLAIMS HOSP, SERIES LLC

	By:	/s/ John H. Ruiz
		Name: John H. Ruiz
		Title: Manager

	By:	/s/ Frank C. Quesada
		Name: Frank C. Quesada
		Title: Manager

[Signature Page to Amendment No. 2 to MIPA]

	MSP RECOVERY OF PUERTO RICO, LLC

	By:	/s/ John H. Ruiz
		Name: John H. Ruiz
		Title: Manager

	By:	/s/ Sandra Rodriguez
		Name: Sandra Rodriguez
		Title: Manager

	By:	/s/ Roberto Lizama
		Name: Roberto Lizama
		Title: Manager

	MSP WB, LLC

	By:	/s/ John H. Ruiz
		Name: John H. Ruiz
		Title: Manager

	MSP RECOVERY CLAIMS COM, SERIES LLC

	By:	/s/ John H. Ruiz
		Name: John H. Ruiz
		Title: Manager

	By:	/s/ Frank C. Quesada
		Name: Frank C. Quesada
		Title: Manager

[Signature Page to Amendment No. 2 to MIPA]

	MSP RECOVERY CLAIMS HP, SERIES LLC

	By:	/s/ John H. Ruiz
		Name: John H. Ruiz
		Title: Manager

	By:	/s/ Frank C. Quesada
		Name: Frank C. Quesada
		Title: Manager

	MSP PRODUCTIONS, LLC

	By:	/s/ John H. Ruiz
		Name: John H. Ruiz
		Title: Manager

[Signature Page to Amendment No. 2 to MIPA]

MSP Recovery (MSPR) S-4/ARegistration of securities issued in business combination transactions (amended)