Membership Interest Purchase Agreement, dated March 29, 2023, by and among MSP Recovery LLC, MSP Recovery Claims, Series, LLC and Hazel Holdings I LLC

Exhibit 10.31

NEW CLAIMS INTEREST MEMBERSHIP INTEREST PURCHASE AGREEMENT

This New Claims Interest Membership Interest Purchase Agreement (“Agreement”) is made and entered into as of March 29, 2023 (the “Effective Date”) by and among (i) MSP Recovery LLC, a Florida limited liability company (“Seller”), (ii) each of the designated series of MSP Recovery Claims, Series, LLC, a Delaware limited liability company, set forth on Exhibit A attached hereto (each an “Acquired Company”, and collectively the “Acquired Companies”), and (iii) Hazel Holdings I LLC, a Delaware limited liability company (“Buyer”). Buyer, Seller and the Acquired Companies are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, Seller is the sole member of the each Acquired Company, and owns of record and beneficially one hundred percent (100%) of the membership interests of each of the Acquired Companies (collectively, the “Purchased Interest”);

WHEREAS, Seller, the Acquired Companies and Buyer are parties to that certain Investment Agreement of even date herewith (the “Investment Agreement”). Capitalized terms not defined herein shall have the meaning set forth in the Investment Agreement; and

WHEREAS, the Parties desire for Seller to sell to Buyer, and Buyer to purchase from Seller, the Purchased Interest, on the terms and subject to the conditions set forth in this Agreement.

AGREEMENT

NOW, THEREFORE, in reliance on the foregoing recitals, and for other good and valuable consideration, including, without limitation, the mutual representations, warranties, covenants and agreements set forth in this Agreement, the receipt and sufficiency of which hereby are acknowledged, the Parties hereto agree as follows:

In accordance with the terms and conditions of this Agreement, the Parties hereby agree that at the Closing (as defined below), Seller shall sell, transfer, assign, convey and deliver to Buyer, free and clear of all Liens (as defined below), and Buyer shall purchase and accept from Seller, the Purchased Interest in exchange for One Hundred Fifty Million Dollars ($150,000,000.00) (the “Closing Payment”) to be paid within one (1) day following the Closing Date. At the Closing, Attestor Value Master Fund LP, on behalf of Buyer, shall pay to Seller the Closing Payment, by wire transfer of immediately available funds, to be delivered within one (1) day following the Closing, to the account specified by Seller. At the Closing, Seller shall deliver to Buyer membership interest assignment instruments, duly executed by such Seller for transfer of the Purchased Interests to Buyer, and such other documents as Buyer may reasonably request for

the purpose of evidencing the consummation of any of the transactions contemplated hereby.

The Parties confirm that the completion of the purchase and sale of the Purchased Interest (the “Closing”) shall take place through the exchange of electronic copies of original signatures of the documents and agreements contained herein on the Effective Date (the “Closing Date”). All transactions contemplated herein to occur on and as of the Closing Date (the “Transactions”) shall be deemed to have occurred simultaneously and to be effective as of 12:00 a.m. Eastern Time on the Closing Date.

In the event that any CCRA is hereafter held by a Governmental Authority to have been, as of the Effective Date, invalid, void or unenforceable for any reason, or any assignment by or in favor of Seller or an Affiliate of Seller to be invalid, void or unenforceable, the Buyer shall maintain its remedies, including the rights set set forth in Section 7.02 of the Investment Agreement. Seller does not by this Section 3.1 represent or warrant the outcome of any Action related to recovery under any CCRA.

All Parties agree that no Party, nor any Affiliate or Representative of any Party, has made any warranty or representation regarding the tax consequences of the Transactions. No Party shall be responsible or liable in any way for the tax consequences of the Transactions to the other Parties hereto. Each Party shall look solely to, and rely solely upon, such Party’s own tax advisors with respect to the tax consequences of the Transactions.

The Parties understand and acknowledge that the terms of this Agreement are confidential and, except as required by law or any governmental authority, no Party shall provide such information to any third party without the prior written consent of the other Parties. Notwithstanding the foregoing, the Parties shall be permitted to disclose such information to a Party’s attorneys, accountants, and other such professional advisors as necessary in the course of the completion of the Transactions, or to a court or other adjudicatory forum. This provision shall survive and shall remain a continuing obligation of the Parties hereto even after the completion of all obligations set forth herein.

[End of Text; Signature Page and Exhibit Follow]

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date.

BUYER:

Hazel Holdings I LLC

Name:
Title:

SELLER:

MSP Recovery, LLC

Name:
Title:

ACQUIRED COMPANIES:

[__________]

Name:
Title:

New Claims Membership Interest Purchase Agreement Signature Page

EXHIBIT A

ACQUIRED COMPANIES
SERIES 21-12-1644, a designated series of MSP Recovery Claims, Series, LLC

SERIES 23-03-1907, a designated series of MSP Recovery Claims, Series, LLC

SERIES 21-06-1592, a designated series of MSP Recovery Claims, Series, LLC