Exhibit
10.22


 


EXECUTION
VERSION


 


ASSET
AND INTEREST TRANSFER AGREEMENT


 


This
Asset and Interest Transfer Agreement (this “Agreement”) is entered into as of March [●], 2022, by and
between Series MRCS, a designated series of MDA, Series, LLC, a Delaware series limited liability company (“MRCS”),
and MSP Recovery, LLC, a Delaware limited liability company (the “Company”).


 


Recitals:


 


A.
         WHEREAS, MRCS is party to that certain Investment Agreement, dated as of October 23, 2020, by and among MRCS, Hazel Holdings I
LLC, a Delaware limited liability company, and MSP Recovery Holding Series 01, LLC, a Delaware limited liability company (the
“Investment Agreement”).


 


B.           WHEREAS,
MRCS owns all of the equity interests in each of the series set forth on Exhibit A hereto (such equity interests, collectively,
the “Equity Interests”).


 


C.
         WHEREAS, in anticipation of the transactions contemplated by that certain Membership Interest Purchase Agreement, dated July 11,
2021 (as it may be amended, supplemented or otherwise modified from time to time in accordance with its terms, the “MIPA”),
by and among Lionheart Acquisition Corporation II, a Delaware corporation (“LCAP”), Lionheart II Holdings,
LLC, a Delaware limited liability company and subsidiary of LCAP, each limited liability company set forth on Schedule 2.1(a)
thereto (the “MSP Purchased Companies”), the members of the MSP Purchased Companies listed on Schedule 2.1(b)
thereto (the “Members”), and John H. Ruiz, in his capacity as the representative of the Members, and the consideration
MRCS will receive as a designee of the Members of the MSP Purchased Companies, MRCS desires to assign and transfer to the Company,
and the Company desires to accept from MRCS, all right, title and interest of MRCS in, to and under the Investment Agreement and
the Equity Interests.


 


Agreements:


 


NOW,
THEREFORE, in consideration of the agreements set forth herein and in that certain MIPA, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, MRCS and the Company hereby agree as follows:


 


1.           
Assignment of Investment Agreement. MRCS hereby sells, conveys, assigns, transfers and delivers to the Company, free and
clear of all liens, encumbrances, rights of first refusal and liabilities of any kind or nature, and the Company hereby purchases,
acquires and accepts from MRCS, all of MRCS’s right, title and interest in, to and under the Investment Agreement.


 


2.
          Assignment of Equity Interests. MRCS hereby sells, conveys, assigns, transfers and delivers to the Company, free and clear
of all liens, encumbrances, rights of first refusal and liabilities of any kind or nature other than those that arise under applicable
securities laws or the organizational
documents of the LLC, and the Company hereby acquires and accepts from MRCS, all of such MRCS’s right, title and interest
in, to and under the Equity Interests.




 



 










 



3.            Representations
and Warranties of MRCS.


 


a)
          MRCS holds all right, title and interest (legal and beneficial) in and to the Equity Interests, and the Equity Interests and MRCS’s
right, title and interest in, to, and under the Investment Agreement are being transferred free and clear of all liens, encumbrances,
rights of first refusal and liabilities of any kind or nature (other than those described in Sections 1 and 2)


 


b)          
MRCS has full power and authority to enter into this Agreement and to perform its obligations hereunder. The execution, delivery
and performance by MRCS of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized
by MRCS. This Agreement, when executed and delivered by the Company, will constitute the valid and legally binding obligation
of MRCS, enforceable in accordance with its terms except as limited by (i) applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’
rights generally and (ii) laws relating to the availability of specific performance, injunctive relief, or other equitable remedies
(the “Bankruptcy and Enforceability Exception”).


 


c)
         The execution, delivery and performance by MRCS of this Agreement and the consummation of the transactions contemplated hereby
will not, with or without the passage of time and giving of notice (i) violate any law applicable to MRCS, including any applicable
securities laws or (ii) conflict with or result in a breach or violation of, or constitute a default under, or result in a termination
of, or accelerate the performance required by, or require any action (including any authorization, consent or approval) or notice
to any person under (A) any governmental order applicable to or otherwise affecting either MRCS or its assets or properties, (B)
any contract of MRCS, or (C) the organizational documents of MRCS, except, in the case of clause (ii)(B), as would not be reasonably
expected to have a materially adverse effect on the ability of MRCS to perform its obligations under this Agreement.


 


d)        
 MRCS has not engaged any brokers, finders or agents, and has not and will not, incur, directly or indirectly, as a result of any
action taken by MRCS, any liability for brokerage or finders’ fees or agents’ commissions or any similar charges in
connection with this Agreement for which the Company will have any liability.


 


e)
         Other than the foregoing representations and warranties set forth in clauses (a) – (d) above, MRCS makes no other representation
or warranty in connection with this Agreement. The foregoing representations and warranties set forth in clauses (a) – (d)
above shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.


 


4.            Representations
and Warranties of the Company.


 


a)           The
Company has the legal capacity and full power and authority to enter into this Agreement and to perform its obligations
hereunder. The execution, delivery and performance by the
Company of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by the Company.
This Agreement, when executed and delivered by MRCS, will constitute valid and legally binding obligations of the Company, enforceable
in accordance with its terms except as limited by the Bankruptcy and Enforceability Exception.




 



2










 



b)          
The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions
contemplated hereby will not, with or without the passage of time and giving of notice (i) violate any law applicable to the
Company, including applicable securities laws, or (ii) conflict with or result in a breach or violation of, or constitute a
default under, or result in a termination of, or accelerate the performance required by, or require any action (including any
authorization, consent or approval) or notice to any person under (A) any governmental order applicable to or otherwise
affecting either the Company or its assets or properties, (B) any contract of the Company, or (C) any of the transfer
restrictions set forth in the Partnership Agreement, except in the case of clause (ii)(B), as would not be reasonably
expected to have a material adverse effect on the ability of the Company to perform its obligation under this
Agreement.


 


c)
         The Company has not engaged any brokers, finders or agents, and has not and will not, incur, directly or indirectly, as a result
of any action taken by the Company, any liability for brokerage or finders’ fees or agents’ commissions or any similar
charges in connection with this Agreement for which MRCS will have any liability.


 


d)          
Other than the foregoing representations and warranties set forth in clauses (a) – (c) above, the Company makes no other
representations or warranties in connection with this Agreement. The foregoing representations and warranties set forth in clauses
(a) – (c) above shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated
hereby.


 


5.          
Further Assurances. Each of the parties shall execute, acknowledge and deliver any such additional documents, instruments,
notices, assumptions, releases, conveyances and assurances and take such further actions as may be necessary or appropriate to
give effect to the transactions contemplated by this Agreement or may be reasonably requested by the other party hereto.


 


6.           
Binding Effect. This Agreement shall be binding upon, shall inure to the benefit of, and shall be enforceable only by the
parties hereto and their permitted successors and assigns, and shall survive execution and delivery hereof. Nothing in this Agreement,
express or implied, is intended to confer upon any person other than the parties hereto any rights or remedies of any nature whatsoever
under or by reason of this Agreement.


 


7.          
Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware,
without giving effect to the conflict of laws principles thereof.


 




 



3










 



8.           
Waiver; Modification. No waiver, modification or change of any of the provisions of this Agreement shall be valid unless
in writing and signed by the party against whom such claimed waiver, modification or change is sought to be enforced.


 


9.
          Counterparts. This Agreement may be executed in counterparts, each of which when executed shall be deemed to be an original
but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature
page to Agreement by facsimile or .pdf shall be as effective as delivery of a manually executed counterpart of this Agreement.


 


10.
        Headings. The headings contained in this Agreement are for convenience purposes only and will not in any way affect the
meaning or interpretation hereof.


 


[Remainder
of page intentionally left blank; signature page follows.]




 



4










 



IN
WITNESS WHEREOF, each of the undersigned has caused this Agreement to be executed as of the date first above written.


 





	 	SERIES MRCS
	 	 	 
	 	By:	              
	 	Name:
	 	Title:



 


[Signature
Page to Asset and Interest Transfer Agreement]




 



 










 



	 	[MSP RECOVERY, LLC] 
	 	 	 
	 	By:	              
	 	Name:
	 	Title:


 


[Signature
Page to Asset and Interest Transfer Agreement]




 



 










 



Exhibit
A


 


	Series
    15-09-32
	Series
    18-01-812
	Series
    17-12-674
	Series
    19-05-1023
	Series
    15-11-392
	Series
    15-12-404
	Series
    15-08-14
	Series
    15-08-17
	Series
    19-05-1042
	Series
    15-12-406
	Series
    17-02-565
	Series
    16-03-441
	Series
    16-03-444
	Series
    15-11-386
	Series
    16-02-437
	Series
    16-02-427
	Series
    17-03-584
	Series
    16-05-455
	Series
    15-11-378
	Series
    15-10-358
	Series
    16-02-438
	Series
    15-11-376
	Series
    15-12-397
	Series
    15-08-24
	Series
    18-104-859
	Series
    19-02-982
	Series-18-11-949
	Series-18-03-848
	Series
    15-12-407
	Series
    16-04-448
	Series
    15-08-26
	Series
    15-10-357
	Series
    17-03-620
	Series
    15-09-281
	Series
    15-09-284
	Series
    16-03-442
	Series
    15-08-15
	Series
    15-08-16
	Series
    15-11-373
	Series
    15-12-403
	Series
    15-11-372





 



 










 



	Series
    15-11-375
	Series
    15-11-377
	Series
    16-02-429
	Series
    16-02-428
	Series
    15-11-374
	Series
    15-08-27
	Series
    15-09-273
	Series
    16-02-426
	Series
    15-08-19
	Series-18-05-872
	Series
    15-09-242
	Series
    15-09-288
	Series
    15-12-402
	Series
    15-12-400
	Series-15-08-12
	Series
    17-08-647
	Series
    16-02-436
	Series
    16-02-433
	Series
    15-12-399
	Series
    15-09-330
	Series
    15-12-398
	Series
    15-12-401
	Series
    15-08-18
	Series
    16-11-524
	Series
    16-01-409
	Series-15-09-326
	Series
    15-10-362
	Series
    15-12-396
	Series
    16-10-504
	Series
    16-02-425
	Series
    16-05-457
	Series
    16-04-454
	Series
    16-02-435
	Series
    17-07-642
	Series
    15-08-21
	Series
    16-01-413
	Series
    18-01-811
	Series
    15-11-383
	Series
    16-03-440
	Series
    16-01-410
	Series
    16-02-439
	Series
    15-08-23
	Series
    15-11-380





 



 










 



	Series
    17-02-564
	Series
    16-07-481
	Series
    15-10-361
	Series
    16-01-420
	Series
    19-06-1058
	Series
    15-08-10
	Series
    15-11-387
	Series
    15-09-250
	Series
    15-09-250
	Series
    15-11-371
	Series
    15-09-30
	Series
    19-06-1054
	Series
    15-08-25
	Series
    15-09-108