Exhibit
10.23


 


EXECUTION
VERSION


 


ASSIGNMENT
AND TRANSFER AGREEMENT


 


This
Assignment and Transfer Agreement (this “Agreement”) is entered into as of March [●], 2022, by
and between VRM MSP Recovery Partners LLC, a Delaware limited liability company (“VRM MSP”), Series
MRCS, a designated series of MDA, Series, LLC, a Delaware series limited liability company (“MRCS”),
Virage Recovery Master LP, a Delaware limited partnership (“Virage Master”) and MSP Recovery, LLC, a
Delaware limited liability company (“MSP Recovery”).


 


Recitals:


 


A.          
WHEREAS, certain affiliates of MRCS are party to that certain Membership Interest Purchase Agreement (as it may be amended, supplemented
or otherwise modified from time to time in accordance with its terms, the “MIPA”), dated as of July
11, 2021, by and among Lionheart Acquisition Corporation II, a Delaware corporation (“LCAP”), Lionheart
II Holdings, LLC, a newly formed wholly owned subsidiary of LCAP (the “Purchaser”), 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.


 


B.           WHEREAS,
MRCS and Virage Master each own certain membership interests in VRM MSP.


 


C.    
     WHEREAS, substantially simultaneously with the execution of this Agreement, (x) Virage Master,
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 Capital”), LCAP and the Purchaser are entering into that certain Master Transaction
Agreement (the “MTA”), and (y) Virage Master, MRCS and Virage Capital are agreeing to enter into an
amendment (the “LLCA Amendment”) to the limited liability company agreement of VRM MSP (the
“LLCA”), pursuant to which agreements, among other things, (i) MRCS is agreeing to pay (or cause to
be paid), and Parent is agreeing to issue (or cause to be issued), as applicable, to Virage Master, Up-C Units (as defined
therein) or, at the election of Virage Master, Parent Class A Common Stock (as defined therein), having an aggregate value of
$1,200,000,000 (one billion two hundred million dollars), based on a price of $10.00 (ten dollars) per Up-C Unit or $10.00
(ten dollars) per share of Parent Class A Common Stock (the “In-Kind Consideration”), and (ii)
Virage Master, MRCS and Virage Capital are agreeing to certain amendments to the distributions that the members of VRM MSP
are entitled to receive under the LLCA.


 


D.
        WHEREAS, MRCS and Virage Master are together presently entitled to receive one hundred percent (100%) of the “Distributable
Amounts” of “Primary Proceeds” (including “New Claims Proceeds”) and “Collateral Proceeds”
(each as defined in the LLCA) distributed by VRM MSP under the terms of the LLCA (collectively, the “Proceeds”).




 



 










 



E.
         WHEREAS, as promptly as practicable following the MTA
Effective Time (as defined in the MTA) and receipt by Virage Master of both the In-Kind Consideration and the VRM Full Return
(as defined in the LLCA Amendment) (such event being referred to herein as the “Triggering Event”)
and the conditions set forth in Section 2, and in satisfaction of the consideration that MRCS and Virage Master each
will receive as designees of the Members of the MSP Purchased Companies under the MIPA, each of Virage Master and MRCS
desires to assign and transfer to MSP Recovery, effective as of such time, and MSP Recovery desires to accept from each of
Virage Master and MRCS, effective as of such time, all right, title and interest of Virage Master and MRCS in, to and under
any further Proceeds, and VRM MSP desires to acknowledge and consent to such assignment and transfer.


 


Agreements:


 


NOW,
THEREFORE, in consideration of the agreements set forth herein and in the MIPA, the MTA, and the LLCA Amendment, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, MRCS, Virage Master, VRM MSP and
MSP Recovery hereby agree as follows:


 


1.            Assignment
and Transfer of Proceeds.


 


(a)
         Subject to, from and immediately upon the satisfaction of, the conditions set forth in Section 2, each of Virage Master
and MRCS hereby agrees to assign, transfer and deliver to MSP Recovery, free and clear of all liens, encumbrances and liabilities
of any kind or nature other than those that arise under the organizational documents of VRM MSP, and MSP Recovery hereby agrees
to acquire and accept from each of Virage Master and MRCS, all of such right, title and interest in, to and under the Proceeds
(the “Assignment”).


 


(b)          In
furtherance of the foregoing:


 


		i.	each
of MRCS and Virage Master also hereby foregoes any right, title or interest it has to any further Proceeds in its capacity as
a Member of VRM MSP, from and after the Triggering Event;



 


		ii.	VRM
MSP hereby acknowledges and consents to the Assignment; and



 


		iii.	Virage
Capital, in its capacity as the Manager (as defined in the LLCA) of VRM
MSP hereby acknowledges and consents to the Assignment.



 


2.
          Conditions to Assignment and Transfer. The terms, conditions, and obligations of the parties to consummate the Assignment
are conditioned only upon:


 


(a)
          Virage Master having received the In-Kind Consideration and the VRM Full Return (each of which will remain the property of Virage
Master and not VRM MSP, MSP Recovery or any other party hereto);


 


(b)
         All required filings under the HSR Act (as defined in the MIPA) shall have been completed and any applicable waiting period (including
any extension thereof) shall have expired or been terminated; and




 



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(c)
        There shall not be in force any Law (as defined in the MIPA), judgment, injunction, decree or order of any court, arbitrator or
other authority enjoining, restraining or prohibiting the consummation of the Assignment.


 


3.
           Representations and Warranties of MRCS, Virage Master and VRM MSP. Each of MRCS, Virage Master and VRM MSP, severally and
not jointly, represents and warrants as follows:


 


(a)
          MRCS and Virage Master together hold all right, title and interest (legal and beneficial) in and to the Proceeds, and the Proceeds
are being transferred free and clear of all liens, encumbrances and liabilities of any kind or nature (other than those described
in Section 1).


 


(b)
         Such party has full power and authority to enter into this Agreement and to perform its obligations hereunder. The execution,
delivery and performance by such party of this Agreement and the consummation of the transactions contemplated hereby have been
duly authorized by such party. This Agreement, when executed and delivered by MSP Recovery, will constitute the valid and legally
binding obligations of such party, enforceable in accordance with its terms except as limited by (a) applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement
of creditors’ rights generally and (b) 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 such party 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 such party, 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 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 such party or
its assets or properties, (B) any contract of such party, or (C) the organizational documents of such party, except, in the case
of clause (ii)(B), as would not be reasonably expected to have a materially adverse effect on the ability of such party to perform
its obligations under this Agreement.


 


(d)
         Such party has not engaged any brokers, finders or agents, and each has not and will not, incur, directly or indirectly, as a
result of any action taken by such party, any liability for brokerage or finders’ fees or agents’ commissions or any
similar charges in connection with this Agreement for which MSP Recovery will have any liability.


 


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




 



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4.             Representations
and Warranties of MSP Recovery.


 


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


 


(b)
         The execution, delivery and performance by MSP Recovery 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 MSP Recovery, including
applicable securities laws, or (ii) conflict with or result in a breach or violation of, or constitute a default under, or result
in 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 MSP Recovery or its assets
or properties, (B) any contract of MSP Recovery, 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
MSP Recovery to perform its obligation under this Agreement.


 


(c)
          MSP Recovery 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 MSP Recovery, any liability for brokerage or finders’ fees or agents’ commissions or any similar
charges in connection with this Agreement for which any of MRCS, Virage Master or VRM MSP will have any liability.


 


(d)
        Other than the foregoing representations and warranties set forth in clauses (a) – (c) above, MSP Recovery 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.            Covenants.


 


(a)           Antitrust. To the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the
purpose or effect of monopolization or restraint of trade, including the HSR Act (“Antitrust Laws”), each party
agrees to promptly make any required filings or application under Antitrust Laws, as applicable, and to take all other actions
reasonably necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods or obtain required
approvals, as applicable under Antitrust Laws as soon as practicable following the date of this Agreement, including making any
refilings necessary to effect the consummation of the Assignment immediately following the occurrence of the Triggering Event.




 



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		(b)	VRM
MSP following the Triggering Event.



 


		(i)	The
                                         parties agree that, without limiting any other provision of this Agreement, the MTA or
                                         the LLCA Amendment, from and after the occurrence of the Triggering Event, (i) one hundred
                                         percent (100%) of the Distributable Amounts shall not be distributed to the Members and
                                         shall be held by VRM MSP until such time as the Assignment has occurred, (ii) each of
                                         MRCS and Virage Master, in their capacity as Members of VRM MSP, and Virage Capital,
                                         in its capacity as Manager of VRM MSP, agrees (x) that notwithstanding Section 9.03(h)
                                         or Section 9.06(e)(ii) of the LLCA, VRM MSP may settle any lawsuit, action, dispute or
                                         other proceeding relating to Claims owned by VRM MSP or its subsidiaries so long as such
                                         settlement is for an amount that is not less than 3.5x the Paid Amount of the applicable
                                         Claims (each as defined in the LLCA), and (y) such party will not take any actions or
                                         omit to take any actions in such capacity that are designed to, or would reasonably be
                                         expected to, circumvent or otherwise impede the intent and purpose of the transactions
                                         contemplated by this Agreement; provided, however, that this clause (y) will not apply
                                         with respect to any investment by Virage Capital or any investment vehicle or account
                                         advised or managed by Virage Capital with respect to a separate investment in Claims
                                         by any of the foregoing, and (iii) the parties will not, without the consent of MSP Recovery,
                                         amend the terms of this Agreement or the LLCA, or otherwise take any action that may
                                         circumvent the Assignment, the MTA or the LLCA Amendment.



 


		(ii)	Without
limiting any other provision of this Agreement, the MTA or the LLCA Amendment, from and after the occurrence of the Triggering
Event, Virage Master, in its capacity as Manager, shall take all actions reasonably necessary, appropriate or desirable to implement
and give effect to the transactions contemplated by this Agreement.



 


		6.	Termination.



 


(a)
        Effective as of any termination of the MIPA in accordance with the provisions of Article XIII thereof, this Agreement will automatically
terminate and be of no further force and effect.


 


(b)
       VRM may, by written notice to MSP Recovery, terminate this Agreement prior to the MTA Effective Time (as defined in the MTA) if
MSP Recovery commits a material breach of the MTA and fails to remediate such breach within twenty (20) days of receiving notice
thereof from VRM.


 


(c)
       Termination of this Agreement will not affect: (i) any liabilities or obligations of any party to this Agreement arising before
such termination or (ii) any damages or other remedies to which a party to this Agreement may be entitled for breach of this Agreement
or otherwise.




 



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(d)          Sections
6–12 of this Agreement will survive the termination of this Agreement.


 


7.
         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, including,
without limitation, executing and delivering any amendment to the LLCA, any conveyance or any other instrument to reflect the
Assignment effective from and immediately upon satisfaction of the conditions set forth in Section 2.


 


8.
         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.


 


9.
         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.


 


10.       
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.


 


11.
       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.


 


12.
       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.]




 



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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 Assignment and Transfer Agreement]




 



 










 



	 	MSP
RECOVERY, LLC
	 	 	 
	 	By:	              
	 	Name:
	 	Title:


  


[Signature
Page to Assignment and Transfer Agreement]




 



 










 



	 	VIRAGE RECOVERY MASTER LP
	 	By:	Virage Recovery LLC
	 	 	 	 
	 	 	By:	 
	 	 	Name:	Edward Ondarza
	 	 	Title:	Manager



 


[Signature
Page to Assignment and Transfer Agreement]




 



 










 



	 	VRM MSP RECOVERY PARTNERS LLC
	 	By:	Virage Capital Management LP
	 	 	By:	Virage LLC
	 	 	 	 
	 	 	 	By:	 
	 	 	 	Name:	Edward Ondarza
	 	 	 	Title:	Manager


 


[Signature
Page to Assignment and Transfer Agreement]