Membership Interest Purchase Agreement, dated March 29, 2023 by and among MSP Recovery, LLC, MSP Recovery Claims Series 44, LLC, MSP Recovery Holding Series 01, LLC and Hazel Holdings I LLC

Exhibit 10.32

HHI INTEREST MEMBERSHIP INTEREST PURCHASE AGREEMENT

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.”

RECITALS

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

WHEREAS, the Company owns of record and beneficially one hundred percent (100%) of the membership interests of the series companies listed on Exhibit A hereto (each, a “Subsidiary” and collectively, the “Subsidiaries”);

WHEREAS, certain of the Parties are also party to that certain:

(a) Investment Agreement, dated as of October 23, 2020, by and among Buyer (as assignee of Series MRCS ("Series MRCS"), a designated series of MDA, Series LLC, a Delaware series limited liability company), Series 01 and Seller (as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms therein, the “Investment Agreement”);

(b) Membership Interest Pledge Agreement, dated as of October 23, 2020, by and between Buyer (as assignee of Series MRCS) and Series 01 (as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms therein, the "Pledge Agreement"); and

(c) Intellectual Property License Agreement, dated as of October 23, 2020, by and between Buyer and Series 01 (as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms therein, the "License Agreement").

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 (the “Transaction”).

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:

ARTICLE 1

PURCHASE OF MEMBERSHIP INTEREST AND OTHER COVENANTS

ARTICLE 2 THE CLOSING

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.

ARTICLE 3 TAXES

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 Transaction. No Party shall be responsible or liable in any way for the tax consequences of the Transaction 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 Transaction.

ARTICLE 4 CONFIDENTIALITY

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 Transaction, 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.

ARTICLE 5 GENERAL PROVISIONS

[End of Text; Signature Page and Exhibit Follow]

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

BUYER:

MSP Recovery, LLC

Name:

Title:

SELLER:

Hazel Holdings I LLC

Name:

Title:

COMPANY:

MSP Recovery Claims Series 44, LLC

Name:

Title:

SERIES 01:

MSP Recovery Holding Series 01, LLC

Name:

Title:

EXHIBIT A SUBSIDIARIES

- Exhibit A -