Exhibit 2.5
Execution Version
AMENDMENT NO. 4 TO MEMBERSHIP INTEREST PURCHASE AGREEMENT
This AMENDMENT NO. 4 TO MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Amendment”), dated as of May 23, 2022, is made by and among Lionheart Acquisition Corporation II, a Delaware corporation (“Parent”), Lionheart II Holdings, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent, each limited liability company set forth on Schedule 2.1(a) of the Agreement (individually an “MSP Purchased Company,” and collectively, the “MSP Purchased Companies”), the members of the MSP Purchased Companies listed on Schedule 2.1(b) of the Agreement (each, a “Member” and collectively the “Members”) and John H. Ruiz, an individual, solely in his capacity as the representative of the Members (the “Members’ Representative”) (each, a “Party”, and together, the “Parties”). Capitalized terms used herein and not otherwise defined shall have the same meanings as set forth in the Membership Interest Purchase Agreement, dated as of July 11, 2021, by and among the Parties, as amended (the “Agreement”).
WHEREAS, Section 14.2(a) of the Agreement provides that the Agreement not be amended, except in writing signed by each Party (subject, in the case of the Members, to Section 14.14(a) of the Agreement); and
WHEREAS, the Parties wish to amend the Agreement as set forth below.
NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements contained herein, and intending to be legally bound hereby, the Parties agree as follows:
1. Amendment to Disclosure Schedules.
| | a. | Schedule 2.1(c) of the Disclosure Schedules is hereby deleted and replaced in its entirety with the disclosure that is attached hereto as Annex A-1. |
2. Counterparts. This Amendment may be executed in two or more counterparts, all of which shall be deemed an original, but all which together shall constitute one and the same instrument, and a DocuSign, facsimile or portable document format (pdf) transmission shall be deemed to be an original signature for all purposes under this Amendment.
3. Miscellaneous. The provisions of Section 14.6 and Sections 14.9 – 14.10 of the Agreement are hereby incorporated into this Amendment by reference, mutatis mutandis, and shall be applicable to this Amendment for all purposes. For the avoidance of doubt, references in the Agreement to the “Agreement” shall be deemed a reference to the Agreement as amended by this Amendment.
4. No Other Amendments. Except as otherwise specifically amended in this Amendment, the Agreement shall remain in full force and effect.
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