AMENDED AND RESTATED CLAIMS RECOVERY AND ASSIGNMENT AGREEMENT

certain legal and equitable rights to seek (a) reimbursement and recovery for payments made or incurred or for which it is, or may be, financially responsible, of whatever nature, or (b) damages in connection with Assignor’s payment, liability, rights to collect or other obligation when either (a) or (b) arises from the provision of Health Care Services to its Members and the applicable Medicare Advantage Plan is not the primary payer under Medicare Secondary Payer rules, and

other rights and benefits arising from or related to the rights set forth in clause (i), including the right to all receivables, proceeds, and products thereof to the extent permitted by law. Assignor’s reimbursement, rights to collect directly or indirectly and recovery rights include all rights arising under any legal or equitable theories under state and federal law, including but not limited to, contract, tort, common law, other statutory rights, administrative remedies, or otherwise that provide for (a) the reimbursement by third parties for payments of any kind when Medicare, Medicaid or the applicable Medicare Advantage Plan is not the primary payer under Medicare Secondary Payer rules, including but not limited to conditional payments or any other payments made by Assignor, (b) reimbursement or recovery based on rate differentials, (c) liens, potential liens, lien rights,

and subrogation recovery rights in favor of Assignor with respect to its Members, (d) any cost-sharing reductions or reimbursements, or (e) any receivable or reimbursement rights associated with Assignor’s claims payments. Assignor’s reimbursement and recovery rights under (a) through (e) are limited to any and all causes of action, claims, and demands of any nature whatsoever relating to payments or reimbursements for Health Care Services provided to Assignor’s Members that establish the right to payments for the services rendered directly or indirectly (including, but not limited, to subrogation) from a Responsible Party (defined below) and to pursue and/or recover monies from such Responsible Party related to claims payments, and rights to initiate and pursue litigation, including mass tort actions, class actions, and multi-district litigation, or any other method of recovery as determined by Assignee against such Responsible Party. All of the rights described herein are referred to collectively as the “Claims”.

Notwithstanding the foregoing in clauses (i) and (ii) and for the avoidance of doubt, the definition of Claims shall be limited to claims for reimbursement for Health Care Services provided to Members under any theory of recovery from a Responsible Party (defined in subsection (iv) below) when: (a) the Member or Assignor Health Plan is not the primary payer under Medicare Secondary Payer rules and a Responsible Party is legally liable for the items and/or services that had to be incurred or otherwise caused injury in fact excluding claims when a Member, or Assignor Health Plan, is the primary payer and no other party may be held liable for any payment(s) made or otherwise incurred; (b) Assignor has either made payment on, or has assumed full risk, obligation, and responsibility for the payment of, the Health Care Services for and on behalf of the Member and has not received full reimbursement for said Health Care Services from any source; and, (c) the claim does not arise from a contractual, legal or equitable claim that Assignor has against an Assignor contracted health plan or payer.

“Responsible Party” shall mean a third-party with no direct legal or contractual relationship to Assignor including without limitation an insurance carrier, employer, or other person or entity which may be liable to reimburse under applicable law, and shall expressly exclude any Member, Assignor Health Plan, or federal health care program (e.g. Medicare, Medicaid).

The Parties acknowledge and agree that, to the extent the definition of Claims in this Agreement conflict with the definition of Claims applicable to the Claims assigned to Assignee in the Initial Agreement, the definition of Claims in the Initial Agreement will control as to the Claims assigned to Assignee in the Initial Agreement and the definition of Claims in this Agreement will control as to all other Claims.

Assignment of Claims.

Past Claims. Assignor irrevocably assigns, transfers, conveys, sets over and delivers to Assignee, and any of its successors and permitted assigns, any and all of Assignor’s right, title, ownership, and interest in and to all Claims and rights arising from and related to the claims data transferred to Assignee (or its designated affiliates or service providers, including MSP Recovery) arising from Assignor’s direct and controlled network affiliate operations during the period encompassing dates of services from October 17, 2016 and continuing up to, including and through December 31, 2021, to the extent not otherwise already assigned by the Initial Agreement (the “Past Claims”), these Past Claims encompassing Assigned Claims or “Assigned Past Claims”. This Assignment is irrevocable and absolute and is broad with respect to recovery efforts and is not limited to any particular recovery strategy regarding reimbursement or recovery efforts other than as set forth herein.

Future Claims. Assignor shall irrevocably assign, transfer, convey, set over, and deliver to Assignee, and any of its successors and permitted assigns, all Claims arising from Assignor’s direct and controlled network affiliate operations during calendar year 2022 (the “Future Claims”). The Parties agree that a transfer of claims, once completed, will constitute an assignment, the Future Claims encompassing Assigned Claims or “Assigned Future Claims”.

Acquired Claims. Subject to a separate agreement or agreements to be negotiated, Acquired Claims are those Claims acquired as part of the acquisition(s) of businesses acquired by Assignor during calendar year 2022 (the “Acquired Claims”). Assignor will use commercially reasonable efforts to notify MSP Recovery of acquisitions prior to the closing of the acquisitions, and will provide Assignee with the right to review, before any other claims recovery service provider, claims data held by entities that Assignor plans to acquire in order to enable Assignee to determine the payment amount for retrospective Acquired Claims as of the closing of the acquisition. Assignor may elect not to assign, and/or Assignee may elect not to acquire, the “Acquired Claims, each in their discretion, by notifying the other party in writing of its election not to enter into such assignment.

As part of this Agreement and upon written request and to the extent permitted by law, Assignor will promptly provide Assignee (or its designated agents, including MSP Recovery) with access to all documents, records, and information as reasonably required and necessary for Assignee to identify and pursue the Assigned Claims, including to establish legal standing or assist in future litigation, which will include, but not be limited to, all agreements and contracts between Assignor and CMS, any agreements between Assignor and its network providers, any Evidence of Coverage (“EOC”) or contracts with members/enrollees, documentation of Health Care Services rendered and any payments made for Health Care Services, and any documentation reasonably necessary to establish liability of a Responsible Party, for the purpose of pursuing the Assigned Claims, including related medical records (the “Claims Documents”) as subject to the Business Associate Agreement between Assignor and MSP Recovery.

Continuing Assignment.

Delivery of Claims Data.

To allow Assignee to conduct its analysis and identification to pursue recovery of the Assigned Claims, Assignor will provide MSP Recovery with access to historical claims data in its possession, including EMR, as well as the most updated claims data for the Assigned Claims that Assignor’s current systems can provide as soon as reasonably practical after the Effective Date (the “Initial Data Transfer”). Following the Initial Data Transfer, Assignor will provide (a) ongoing data transfers of any updated claims data for the Assigned Claims at intervals of no less than 90 days, and (b) within 10 (ten) days following the end of each month, data transfers of all claims data for the Future Assigned Claims (e.g., January 2022 claims data within the first ten days of February 2022). The transfer and delivery of Assignor’s Assigned Claims data must be in compliance with HIPAA and will be via a secure file transfer protocol site in accordance with Assignor’s data security policies and requirements. The Assigned Claims data will be analyzed using MSP Recovery’s proprietary technology platform to identify Claims that should be paid by a Responsible Party as defined herein. In addition, Assignor will use best efforts together with MSP Recovery, subject to applicable law, rule, and regulation and subject to any necessary patient consents as required by law or regulation, to load Members to LifeWallet, or its equivalent; provided Assignee shall indemnify and hold Assignor harmless from all reasonably necessary costs and expense incurred and provided that such efforts do not result in Assignor incurring any legal or regulatory exposure, or subject Assignor to breach any contractual, legal, or confidentiality obligations. Assignor will provide their Members with access to LifeWallet or its equivalent.

Assignee Efforts.

Upon receipt of Assignor’s Claims data, Assignee will review and analyze the data in order to identify which Assigned Claims may be pursued for reimbursement. All Claims identified by Assignee from Claims data transferred by Assignor will be deemed to be an Assigned Claim. As part of its recovery efforts, Assignee, in its sole discretion, will determine the available primary insurance coverage and/or other responsible parties for secured¹ and unsecured² claims and pursue those claims, provided they meet the definition of a Claim as provided herein, that Assignee, in its sole discretion, deems advisable against the appropriate Responsible Party. For the avoidance of doubt, Assigned Claims under this Article II shall be as set forth and limited in Sections A-E above.

A secured claim is one in which a payment is required pursuant to an insurance agreement whereby either the terms of the policy and/or by statutory requirement, the insurer is required to pay for medical services before any other available sources of payment.

An unsecured claim is one whereby there is either no contractual obligation to be a Primary Payer or where the Primary Payer has paid the limits of its contractual obligation.

Assignee may initiate and pursue the recovery of the Assigned Claims in its sole discretion and will pursue the recovery and reimbursement of the Assigned Claims in its own name or in the name of an affiliated entity or assignee. Assignee shall provide Assignor with an initial schedule of identified Claims within not less than thirty (30) days from the date that Assignee shall receive access to the Claims Documents and a monthly detailed report thereafter of all Claims it has identified to pursue and the status of all such cases, claims or actions and, notwithstanding the foregoing or anything to the contrary in this Agreement, Assignee covenants and agrees to not pursue any Member, or Assignor Health Plan under contract with Assignor or any Assignor affiliate or subsidiary without the prior express written consent of Assignor. This provision shall not affect recovery or other reimbursement, including asserting lien rights, from any settlement with a Medicare or Medicaid beneficiary for items or services that are settled with any settling party. The intent of the Parties is to prohibit and otherwise restrict lawsuits directly against Medicare or Medicaid beneficiaries for any amounts that these beneficiaries have not otherwise recovered from a settlement.

Assignee may, in its discretion, contract with law firms and attorneys, experts, investigators, and/or claims specialists to assist it in pursuing recoveries. Assignee makes no express or implied promises regarding the existence or amounts of potential recoveries related to the Assigned Prospective Claims, given that the results of its analysis are case-specific, and Assignor acknowledges that no guarantees or promises have been made regarding the amount or results of potential recoveries with respect to the Assigned Claims.

Assignee does not perform or provide any of the following services to Medicare-eligible individuals under the Medicare Advantage program or Medicare Part D: enrollee/member-facing functions; healthcare services; administrative services; the processing of claims for Health Care Services; connecting potential beneficiaries to health plans; providing customer service to beneficiaries, enrollees, or members; sales or marketing services; utilization management; member application, enrollment, or membership functions; claims administration, processing, or coverage functions; credentialing; or provider network management. Assignee has no medical decision-making authority, does not interact with enrollees in providing the Services, and Assignee’s services do not negatively impact enrollees or health plan members. Accordingly, Assignee is neither a first tier nor downstream entity and/or provider.

Ownership of the Claims Documents. Assigned Claims under this Article II shall include access to all Claims data and Claims Documents, provided such access does not disrupt Assignor’s ordinary course treatment, payment, and operations and that are reasonably necessary for Assignee to pursue the Claims. However, for legal and regulatory compliance purposes Assignor shall retain a non-revocable perpetual license to retain all of the original Claims Documents in its systems and to maintain, produce, or use the Claims Documents as necessary for any reason or purpose including, without limitations, treatment, payment, operations, research, and publications, and to comply with its state and federal legal and regulatory requirements. To the extent that Claims Documents are required to recover on the Assigned Claims, then such documents must be provided, absent a violation of law.

Medicare Rules and Medicare Secondary Payer Compliance. Assignee shall comply and shall ensure compliance with all Medicare Rules and Medicare Secondary Payer laws, rules and regulations and shall take no action that would or could cause Assignor to be in non-compliance with such laws, rules, and regulations. Assignee will defend and indemnify Assignor against any and all claims, demands, damages, losses, liabilities, penalties, investigations or adverse consequences arising from any third-party claims of non-compliance.

Assigned Past Claims. Assignee shall pay Assignor with respect to Assigned Past Claims the amount of $10,000,000 (ten million dollars) plus 2.5% of Net Proceeds, as defined below, as follows:

$10,000,000 (Ten Million Dollars) payable as follows:

Subject to the receipt by MSP Recovery (or MSPR³, as applicable) of all necessary approvals for issuance, 1,000,000 shares of the Class A Common Stock of MSPR at a unit price of $10.00 per share, contingent upon the completion of the BCA (the “MSPR Shares”). Assuming receipt of such approvals, the MSPR Shares will be issued promptly following the closing of the BCA and Assignor will agree and be subject to a lock-up for the MSPR Shares issued for a period of twelve (12) months from the date of issuance of the MSPR ▇▇▇▇▇▇. If on the twelve (12) month anniversary of issuance of the MSPR Shares, the twenty (20) trading day trailing average closing share price is below $10, then Assignor will be issued additional MSPR Shares, and/or receive adequate replacement consideration satisfactory to Assignor to achieve a total market value of not less than $10,000,000 (the “True-Up”). If the True-Up would require the issuance of more than 19.99% of the total outstanding MSPR Shares, then in that event, Assignor shall receive up to 19.99% of MSPR Shares and the remaining value of the True-Up shall be paid in cash; or,

If the BCA is not completed by June 30, 2022, or if Assignee is otherwise unable for any reason by June 30, 2022 to issue MSPR Shares, or private placement shares with registration rights, as provided in subsection (i) above, then Assignee shall pay Assignor $10,000,000 (Ten Million Dollars) in cash that must be paid and received by not later than December 31, 2022; and

MSPR means the entity resulting from the business combination, which is expected to trade on the Nasdaq stock exchange under the symbol MSPR.

Assignee recovers $12,000 and incurs $500 in costs with respect to an Assigned Claim.

Net Proceeds for such Assigned Claims = $11,500

Assignor receives 2.5% of $11,500 = $230 (payable in cash or stock, at Assignee’s election)

Assignee receives 97.5% of $11,500 = $11,270

Future Claims. Upon each monthly transfer of Future Claims data, which constitutes Assignor’s affirmative election to assign all Claims arising from said claims data and shall constitute Assigned Claims, Assignor shall earn a pro rata amount of the Section 3.2(a) Future Claims Consideration and Assignee shall pay to Assignor with respect to those Assigned Future Claims as follows:

Future Claims Consideration. $10,000,000 (Ten Million Dollars) payable in the form of the cash-equivalent in MSPR Shares at the fair market value (closing price) on the same date of the Section 3.1(a)(ii) True Up or as provided in Section 3.1(a)(ii) with the understanding that on the date of the True Up Assignor will receive both: a) the True Up difference to ensure a total market value of not less than $10 million dollars received for the Assigned Past Claims as provided in Section 3.1(a)(ii); and, b) an additional $10 million in MSPR Shares as consideration for the Future Claims (the “Future Claims Consideration”) to ensure that Assignor receives a total consideration for the combined Past Claims and Future Claims of not less than $20 million dollars in total market value of MSPR Shares. In the event that either the True Up or the Future Claims Consideration, either individually or collectively, shall require issuance of more than 19.99% of the total outstanding MSPR Shares, then in that event, Assignor shall receive up to 19.99% of MSPR Shares and the remaining value of the True-Up and the Future Claims Consideration shall be paid in cash; and

2.5% of all Net Proceeds from all Future Claims, payable with respect to each calendar quarter on not later than the tenth (10^th) day following such calendar quarter, subject to regular reporting required by Section 2.2.2 and quarterly reconciliation and paid, at the election of Assignee, in the form of (i) cash or (ii) the cash-equivalent in MSPR Shares at the fair market value (closing price) of the last day of each calendar quarter (the “Net Proceeds Payment”). In no event will Assignor be issued MSPR Shares that constitute more than 19.99% of the total outstanding MSPR Shares.

Acquired Claims. With respect to the Acquired Claims, MSP Recovery and Assignor agree that the following terms are generally acceptable:

Consideration for assignment of such Acquired Claims shall be increased proportionately to the value agreed for Future Claims, based on the ratio of $10,000,000 for $2.6 billion of gross revenue, which is 0.40% of total capitated revenue for the last 3 years for the acquired entity’s retrospective and prospective Claims, payable in MSPR Shares as provided in Section 3.1(b) issued on the date of assignment of the Acquired Assigned Claims. If the issuance of such MSPR Shares is greater than 19.99% of the total outstanding MSPR Shares, then in that event, Assignor shall receive up to 19.99% of MSPR Shares and the remaining value will be paid in cash; and,

2.5% of all Net Proceeds from the assigned Acquired Claims, payable with respect to each calendar quarter on not later than the tenth (10^th) day following such calendar quarter, subject to regular reporting required by Section 2.2.2 and quarterly reconciliation and paid, at the election of Assignee, in the form of (i) cash or (ii) the cash-equivalent in MSPR Shares at the fair market value (closing price) of the last day of each calendar quarter. In no event will Assignor be issued MSPR Shares that constitute more than 19.99% of the MSPR Shares.

However, the Parties agree the actual terms and conditions for Acquired Claims, if any, are subject to a separate agreement or agreements to be negotiated and neither party is obligated to enter into this arrangement on Acquired Claims on these terms.

No Liability.

Costs.

MSPR Shares.

Recoveries, Settlements, Closing Statement.

Representations, Warranties, and Covenants.

General Warranties of Both Parties.

The representations and warranties of each of the Parties are true and correct in all respects as of the date of this Agreement;

Each Party is duly organized and existing and is in good standing in its state of domicile;

Each Party is duly qualified to do business and is in good standing under the laws of any jurisdiction where the conduct of its business requires it to be so qualified;

Each Party possesses any and all licenses and/or governmental approvals required to perform its respective business;

Each Party’s execution, delivery, and performance of this Agreement and the performance of all obligations thereunder has been duly authorized by all appropriate corporate action;

This Agreement has been duly executed and delivered by duly authorized officers of each party and therefore constitutes valid, binding, and enforceable obligations as to each Party enforceable one as against each other;

Each Party shall at all times comply with all applicable law and regulations in the performance of this Agreement;

These general warranties of both Parties, as well as Assignor’s representations and warranties, shall survive the execution of this Agreement.

Assignor’s Representations and Warranties.

Neither the execution, delivery, nor performance of this Agreement will conflict with or violate Assignor’s governing corporate documents or conflicts with or violates any other agreement, license, contract, instrument, or other commitment or arrangement to which Assignor is bound.

Assignor holds and possesses all rights, authorizations, title, interest in, and ownership of the Assigned Claims, free and clear of all liens and encumbrances.

Assignor has no knowledge of any nonpublic lawsuit, judicial, or administrative action, suit, investigation, or proceeding of any kind that is pending threatened, in any court or before any governmental or regulatory authority which would (a) prevent the carrying out of the Assignment of the Assigned Claims; (b) declare this Agreement or the Assignment of the Assigned Claims to be unlawful; (c) cause the rescission of this Agreement; or (d) have a material adverse effect upon this Agreement or the Assignment of the Assigned Claims.

Assignor has either made payment on, or has assumed full risk, obligation, and responsibility for the payment of, the healthcare claims for and on behalf of the enrollee members that are the subject of the Assigned Claims, and has not received full or partial reimbursement for said payments from any source unless otherwise disclosed to Assignee or MSP Recovery by Assignor.

Assignor has the legal right to assign Claims for services provided by its controlled affiliate network providers.

Assignor does not have any contract or agreement with any subrogation or cost recovery vendor and no subrogation claims are currently being pursued.

Assignor has advised any and all subrogation vendors that the recovery rights relating to the Assigned Claims belong to Assignee.

Assignor understands that the offer and sale hereunder for MSPR ▇▇▇▇▇▇ has not been registered under any U.S. federal or state securities laws. Assignor is a sophisticated institution capable of making an investment decision in the MSPR Shares and is legally eligible to do so, and Assignor has done all due diligence satisfactory to it in order to make an investment decision.

Assignor’s Covenants.

The MSP Common Stock will be acquired by Assignor (or its designee, if applicable) for investment only, for its own account and not as a nominee or agent and not with a view to the sale or distribution but Assignor may trade the shares in its discretion and is not obligated to hold the shares for longer than the agreed upon 12-month lock-up period.

Assignor will enter into a twelve-month stock restriction agreement for the $10,000,000 in MSPR Shares received as consideration for the Assigned Past Claims only, the MSPR Shares received as consideration for the Future Claims, Acquired Claims and Net Proceeds shall be fully registered and tradeable upon issuance without restriction.

Assignor agrees that it shall at all times comply with all applicable law and regulations in the performance of this Agreement and the transactions contemplated hereby.

Assignor will assign and transfer all rights, authorizations, title, interest in, and ownership of the Future Assigned Claims, free and clear of all known liens and encumbrances.

Assignor will provide to Assignee or its service provider, including MSP Recovery, with the Initial Data Transfer. Following the Initial Data Transfer, Assignor will provide (a) ongoing data transfers of any updated claims data for the Assigned Claims at intervals of no less than 90 days, and (b) within 10 (ten) days following the end of each month, data transfers of all claims data for the Future Assigned Claims (e.g., January 2022 claims data within the first ten days of February 2022).

Assignor will cooperate with Assignee and deliver to Assignee or its service provider, including MSP Recovery, all information reasonably relating to the Assigned Claims in its possession and control, including, but not limited to, all Claims Documents, to enable Assignee to pursue and recover the Assigned Claims.

Assignee’s Covenants.

MSP Recovery hereby covenants that it will issue either registered MSPR Shares or private placement shares with registration rights.

Assignee, through itself or its parent entity and/or affiliated entities, will have the ability and liquidity to pay the $10 million in cash consideration as required by Section 3.1(a)(ii) and the $10 million in cash consideration as required by Section 3.2(a) in the event of the failure to close the BCA by June 30, 2022 or the other inability to issue the Section 3.1(a) MSPR Shares by June 30, 2022.

Assignee hereto agrees that it shall at all times comply with all applicable law and regulations in the performance of this Agreement and the transactions contemplated hereby.

Prior to closing the BCA, MSP Recovery will use commercially reasonable efforts to obtain all approvals necessary for issuance of the MSP Common Stock pursuant to this Agreement, in accordance with all applicable laws.

Assignor Cooperation.

Reports and Audits.

Confidentiality.

Proprietary Information.

Assignment of This Agreement

Indemnification.

Governing Law and Venue.

Severability.

Entire Agreement.

Attorneys’ Fees.

Waiver.

Amendment.

Notice.

Termination Provision.

Dispute Resolution.

Rules of Construction.

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