Exhibit 10.1
August 4, 2026
MSP Recovery, Inc.
MSP Recovery, LLC
3525 NW 7th St
Miami, FL 33125
| Attention: | Special Committee of the Board of Directors of MSP Recovery, Inc. |
Tom Hawkins (tomhawkins61@gmail.com)
Roger Meltzer (roger.meltzer@us.dlapiper.com)
| RE: | One-time Limited Advance—Conditions Under Master Transaction Agreement, Security Agreement, and LLCA |
Dear Messrs. Hawkins and Meltzer:
Reference is made to:
| (i) | the Master Transaction Agreement entered into as of March 9, 2022, by and among Virage Recovery Master LP (“VRM”), Series MRCS, a series of MDA, Series LLC, John H. Ruiz, an individual (“Ruiz”), Frank C. Quesada, an individual (together with Ruiz, the “MRCS Principals”), Virage Capital Management LP (“Virage”), MSP Recovery, LLC (“MSP Recovery”), La Ley con John H. Ruiz, d/b/a MSP Recovery Law Firm, and MSP Law Firm, MSP Recovery, Inc. f/k/a Lionheart Acquisition Corporation II (“Parent”), and Lionheart II Holdings, LLC (“Purchaser”), as amended April 11, 2023, November 13, 2023, and March 26, 2024 (the “MTA”); |
| (ii) | the Fifth Amended and Restated Limited Liability Company Agreement of VRM MSP Recovery Partners, LLC (the “JV Entity”) dated August 1, 2020 (as amended by Amendment No. 1 thereto dated December 1, 2020, Amendment No. 2 thereto dated March 9, 2022, and Amendment No. 3 thereto dated July 28, 2023, the “LLCA”); |
| (iii) | the Guaranty Agreement made as of March 9, 2022 (the “Guaranty”), by Parent, Purchaser, the MRCS Principals, and MSP Recovery (each of the foregoing, a “Guarantor”) to VRM; |
| (iv) | The Amended and Rested Security Agreement dated as of September 11, 2023, by and among MSP Recovery, Parent, Purchaser, other grantors listed therein, and VRM, as amended on November 13, 2023, and March 26, 2024 (the “Security Agreement”); |
| (v) | The Term Sheet dated February 18, 2025, related to certain matters under the MTA (collectively with the MTA, LLCA, Guaranty, and the Security Agreement and related documents, the “Transaction Documents”); and |
| (vi) | The letter agreement dated July 8, 2026, re: Additional Limited Advance – Conditions Under Master Transaction agreement, Security Agreement and LLCA (the “July 8 Agreement”). |
Unless otherwise stated, any capitalized term used but not defined herein has the meaning ascribed to such term in the July 8 Agreement. This letter agreement (the “Addendum”) serves as an addendum to the July 8 Agreement. All the terms of the July 8 Agreement remain in full force and effect unless otherwise specifically stated in this letter agreement.
The Special Committee, on behalf of the MSP Companies, requested that the JV Entity and/or VRM advance, and VRM has advanced, $53,276.54 (the “Additional Advance”) for additional ongoing operational expenses of the MSP Companies. The parties agree that the terms of the July 8 Agreement apply to the Additional Advance:
| 1. | The use of the proceeds of the Additional Advance will be used only for payroll and Amazon Web Services. |
| 2. | The MSP Companies will irrevocably direct in writing (and will direct the MSP Recovery Law Firm to irrevocably direct in writing, as applicable) any payors of the Opioid Proceeds and any other recovery proceeds from any and all Claims, but excluding Excluded Proceeds to pay amounts owing by the payors to the MSP Companies and the JV Entity to the following account of MSP Recovery Claims, Series LLC (the “Claims Holdco,” and such account, the “Collection Account”), which is under the control of Virage: |
| Bank: | BANK OF AMERICA | |
| ABA: | 026-009-593 | |
| SWIFT: | BOFAUS3N | |
| City, State: | New York, NY | |
| Account Name: | MSP Recovery Claims, Series LLC | |
| Account Number: | XXXXXXXXX635 |
The Additional Advance is a one-time advance and does not imply or guaranty any future such advance from VRM or the JV Entity. The JV Entity, VRM, and Virage reserve all rights under the Transaction Documents and the Prior Consents.
This letter agreement and the transactions contemplated hereby are not intended to be, and must not be construed to be, a novation of any of the obligations owing by the MSP Companies under or in connection with the Transaction Documents. Nothing in this letter agreement is intended to affect the priority of any of VRM’s liens provided for in the Transaction Documents. This letter agreement is governed by the law of the State of New York, and may be amended or otherwise modified only with the prior written consent of the parties hereto.
If you agree with the foregoing, please countersign this letter agreement where provided below. By executing this letter agreement, the Special Committee represents and warrants that it has the authority to bind the MSP Companies with respect to the subject matter hereof.
[Signature Page Follows]
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| Sincerely, | ||
| Virage Capital Management LP, for and on behalf of VRM MSP Recovery Partners LLC and Virage Recovery Master LP | ||
| By: | Virage LLC, its general partner | |
| By: | ||
| Name: | Edward Ondarza | |
| Title: | Manager |
MSP Recovery, LLC
| By: | ||
| Name: | Tom Hawkins | |
| Title: | Member of the Special Committee | |
| Date: |
MSP Recovery, Inc
| By: | ||
| Name: | Tom Hawkins | |
| Title: | Member of the Special Committee | |
| Date: |
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