MTA Amendment No. 3 and Amendment No. 2 to the Amended and Restated Security Agreement dated March 26, 2024 by and between Virage Recovery Master LP, Series MRCS, a series of MDA, Series LLC, John H. Ruiz, Frank C. Quesada, Virage Capital Management LP, MSP Recovery, LLC, La Ley con John H. Ruiz, MSP Recovery, Inc. and Lionheart II Holdings, LLC
Exhibit 10.41
MTA Amendment No. 3 and Amendment No. 2 to the Amended and Restated Security Agreement
This agreement executed by the parties listed on the signature page hereto is an amendment (the “Amendment”) to:
The parties to the MTA and the Security Agreement are referred to herein collectively as the “Parties” and each, individually, as a “Party.” Series MRCS, the MRCS Principals, MSP Recovery, MSP Recovery Law Firm, Parent and Purchaser are referred to herein collectively as the “MSP Parties” and each, individually, as a “MSP Party.” Capitalized terms not otherwise defined in this Amendment have the meanings given such terms in the MTA. The Parties agree as follows:
(1) until such time as the Nomura Promissory Note is paid in full, 50% of the proceeds from the sale of shares under the Yorkville Facility; (2) all proceeds from advances or loans to the MSP Parties in connection with the Yorkville Facility; and (3) all proceeds received by the MSP Parties from sale of shares under the Yorkville Facility, but only to the extent such amounts are due from MSP Parties to YA II PN, Ltd (together with its affiliates, “Yorkville”) to repay any loans or advances made to the MSP Parties under the Yorkville Facility.
“Yorkville Facility” means that certain Standby Equity Purchase Agreement entered into as of November 13, 2023 with YA II PN, LTD., a Cayman Islands exempt limited partnership and the Parent.
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Exhibit 10.41
(c) The definition of “Reserve Account” in the Security Agreement is amended and restated in its entirety as follows:
“Reserve Account” means that certain Deposit Account identified as the Reserve Account on Schedule IV, provided that (1) amounts in excess of the Reserve Threshold Amount and (2) 25% of proceeds received by the MSP Parties under the Yorkville Facility from sale of shares thereunder (that is not Excluded Property) are each not deemed part of the Reserved Account (and such amounts constitute Collateral). For avoidance of doubt, 75% of proceeds received by the MSP Parties under the Yorkville Facility from the sale of shares thereunder will be considered Excluded Property until the Reserve Account balance exceeds the Reserve Threshold Amount, and thereafter 100% of such proceeds will be Collateral under this Security Agreement.
(d) The MSP Parties will promptly pay to VRM 25% of proceeds received by the MSP Parties under the Yorkville Facility from sale of shares thereunder (that are not Excluded Property).
(e) As required under the MTA, the MSP Parties will undertake such actions as are necessary to expeditiously commence the sale of Parent Class A Common Stock from conversion of the Reserved SPAC Units, including by putting in place applicable sales plans for such sales in the next available “open window.” The MSP Parties will submit to VRM a written plan for effectuating such sales and provide VRM at least monthly updates within five days of the beginning of each calendar month following the effective date of this Amendment.
[Signature Page Follows]
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The Parties have caused this Amendment to be executed and effective as of March 26, 2024.
Parties to the MTA:
Virage Recovery Master LP By: Virage Recovery LLC, its general partner
By: Name: Edward Ondarza Title: Manager
| Series MRCS, a series of MDA, Series LLC
By: Name: Frank C. Quesada Title: Manager
|
Virage Capital Management LP By: Virage LLC, its general partner
By: Name: Edward Ondarza Title: Manager | La Ley con John H. Ruiz P.A., d/b/a MSP Recovery Law Firm
By: Name: John H. Ruiz Title: President
|
MSP Recovery, LLC
By: ___________________________ Name: John H. Ruiz Title: Authorized Person
| MSP Law Firm PLLC
By: ___________________________ Name: John H. Ruiz Title: Manager |
MSP Recovery, Inc.
By: ___________________________ Name: John H. Ruiz Title: Chief Executive Officer | Lionheart II Holdings, LLC
By: Name: John H. Ruiz Title: Authorized Person
|
FRANK C. QUESADA
|
JOHN H. RUIZ
|
Parties to the Security Agreement:
MSP RECOVERY, LLC, as Grantor
By: Name: John H. Ruiz Title: Authorized Person
| MDA, SERIES LLC, as Grantor
By: Name: John H. Ruiz Title: Authorized Person |
Signature Page to MTA Amendment No. 3 and Amendment No. 2 to Amended and Restated Security Agreement
MSP RECOVERY, INC., as Grantor
By: Name: John H. Ruiz Title: Chief Executive Officer
| MSP RECOVERY CLAIMS CAID, SERIES LLC, as Grantor
By: Name: John H. Ruiz Title: Authorized Person |
LIONHEART II HOLDINGS, LLC, as Grantor
By: Name: John H. Ruiz Title: Authorized Person
| MSP RECOVERY CLAIMS COM, SERIES LLC, as Grantor
By: Name: John H. Ruiz Title: Authorized Person |
MSP RECOVERY OF PUERTO RICO, LLC, as Grantor
By: Name: John H. Ruiz Title: Authorized Person | MSP RECOVERY CLAIMS HOSP, SERIES LLC, as Grantor
By: Name: John H. Ruiz Title: Authorized Person |
MSP RECOVERY SERVICES, LLC, as Grantor
By: Name: John H. Ruiz Title: Authorized Person |
MSP RECOVERY CLAIMS PROV, SERIES LLC, as Grantor
By: Name: John H. Ruiz Title: Authorized Person |
LIFEWALLET, LLC, as Grantor
By: Name: John H. Ruiz Title: Authorized Person
|
|
Signature Page to MTA Amendment No. 3 and Amendment No. 2 to Amended and Restated Security Agreement
