Exhibit 10.4


 


REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS AGREEMENT
(this “Agreement”), dated as of        , 2021, is made and entered into by and among Lionheart III Corp, a
Delaware corporation (the “Company”), Lionheart Equities, LLC, a Delaware limited liability company (the “Sponsor”)
and each of the other undersigned (together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement
pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).


 


RECITALS


 


WHEREAS, the Company
and the Sponsor have entered into that certain Subscription Agreement, dated as of January 27, 2021, pursuant to which the Sponsor
purchased an aggregate of 2,875,000 shares of the Company’s common stock, par value $0.0001 per share (the “Initial
Shares”), all of which were then owned by the Company and up to 375,000 of which are subject to forfeiture to the Company
for no consideration depending on the extent to which the underwriters of the Company’s initial public offering exercise their over-allotment
option (the “Overallotment Option”);


 


WHEREAS, on        ,
2021, the Initial Shares were automatically reclassified pursuant to the Company’s amended and restated certificate of incorporation
into an equal number of shares of the Company’s Class B common stock, par value $0.0001 per share (the “Founder
Shares”);


 


WHEREAS, the Founder
Shares are convertible into shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common
Stock”), on the terms and conditions provided in the Company’s amended and restated certificate of incorporation;


 


WHEREAS, on        , 2021, the Company
and the Sponsor entered into that certain Private Placement Securities Subscription Agreement (the “Sponsor Private Placement
Subscription Agreement”), pursuant to which (i) the Sponsor agreed to purchase an aggregate of 275,000 units of the
Company (or 290,000 units if the underwriters’ over-allotment option is exercised in full) (the “Sponsor Private Placement
Units”) at a price of $10.00 per unit and 1,750,000 warrants of the Company at a price of $1.00 per warrant (the “Additional
Warrants”), in a private placement transaction occurring simultaneously with the closing of the Company’s initial
public offering and (ii) prior to and in connection with the Company’s initial Business Combination (as defined below), the
Sponsor may, at its option, purchase on a private placement basis, up to 3,000,000 units of the Company at a purchase price of $10.00
per unit (the “Option Units”);


 


WHEREAS,
on        , 2021, the Company, Nomura Securities International, Inc. (“Nomura”), Northland Securities, Inc.
and Drexel Hamilton, LLC (the “IPO Underwriters” and together with the Sponsor, the “Initial Unit Purchasers”)
entered into that certain Private Placement Unit Subscription Agreement (together with the Sponsor Private Placement Subscription Agreement,
the “Private Placement Subscription Agreements”), pursuant to which the IPO Underwriters agreed to purchase
an aggregate of 100,000 units (or 115,000 units if the Overallotment Option is exercised in full) of the Company (together with the Sponsor
Private Placement Units, the “Private Placement Units”) at a price of $10.00 per unit, in a private placement
transaction occurring simultaneously with the closing of the Company’s initial public offering;


 


WHEREAS, in order to finance the Company’s
transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of
the Company’s officers and directors may loan to the Company funds as the Company may require, of which up to $1,500,000 of such
loans may be convertible into units of the Company (“Working Capital Units” and, collectively with the Private
Placement Units, the Extension Units (as defined below) and the Option Units, the “Units”) at a price of $10.00
per unit or warrants (“WC Warrant”);


 


WHEREAS,
in order to extend the period of time the Company has to consummate an initial Business Combination, the Sponsor or its affiliates or
designees may, but are not obligated to, loan the Company funds as the Company may require, of which up to an aggregate of $1,980,000
(or $2,277,000 if the over-allotment option is exercised in full) of such loans may be convertible into up to an additional 198,000 units
(or up to 227,700 units if the over-allotment option is exercised in full) at a price of $10.00 per unit at the option of the lender (the
 “Extension Units” and, collectively with the Private Placement Units and the Option Units, the “Units”);


 


WHEREAS, each Unit
consists (or, in the case of the Working Capital Units and the Option Units, will consist) of one share of Common Stock and one-half
of one redeemable warrant (a whole warrant of each such warrant or a WC Warrant, a “Warrant”);


 


WHEREAS, each Warrant
entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment; and


 






    


    


    

 


WHEREAS, the Company
and the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration rights
with respect to certain securities of the Company, as set forth in this Agreement.


 


NOW, THEREFORE,
in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:


 


Article 1

definitions


 


1.1            Definitions.
The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth
below:


 


“Additional Warrants”
shall have the meaning given in the Recitals hereto.


 


“Adverse Disclosure”
shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive
Officer or principal financial officer of the Company, after consultation with counsel to the Company, (i) would be required to be
made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue
statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus
and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required
to be made at such time if the Registration Statement were not being filed, and (iii) the Company has a bona fide business purpose
for not making such information public.


 


“Agreement”
shall have the meaning given in the Preamble.


 


“Board”
shall mean the Board of Directors of the Company.


 


“Business Combination”
shall mean any merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination
with one or more businesses, involving the Company.


 


“Commission”
shall mean the Securities and Exchange Commission.


 


“Common Stock”
shall have the meaning given in the Recitals hereto.


 


“Company”
shall have the meaning given in the Preamble.


 


“Demand Registration”
shall have the meaning given in subsection 2.1.1.


 


“Demanding Holder”
shall have the meaning given in subsection 2.1.1.


 


“Exchange Act”
shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.


 


“Form S-1”
shall have the meaning given in subsection 2.1.1.


 


“Form S-3”
shall have the meaning given in subsection 2.3.


 


“Founder Shares”
shall have the meaning given in the Recitals hereto and shall be deemed to include the shares of Common Stock issuable upon conversion
thereof.


 


“Founder Shares
Lock-up Period” shall mean, with respect to the Founder Shares, the period ending on the earlier of (A) six months
after the completion of the Company’s initial Business Combination or (B) subsequent to the Company’s initial Business
Combination, (x) if the last reported sale price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits,
stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing
at least 30 days after the Company’s initial Business Combination or (y) the date on which the Company completes a liquidation,
merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having
the right to exchange their shares of Common Stock for cash, securities or other property.


 






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“Holders”
shall have the meaning given in the Preamble.


 


“IPO Underwriters” shall
have the meaning given in the Recitals hereto.


 


“Initial Shares” shall
have the meaning given in the Recitals hereto.


 


“Insider Letter”
shall mean that certain letter agreement, dated as of        , 2021, by and among the Company, the Sponsor and each of the Company’s
officers and directors.


 


“Maximum Number
of Securities” shall have the meaning given in subsection 2.1.4.


 


“Misstatement”
shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement
or Prospectus, or necessary to make the statements in a Registration Statement or Prospectus (in the light of the circumstances under
which they were made) not misleading.


 


“Nomura”
shall have the meaning given in the Recitals hereto.


 


“Option Units”
shall have the meaning given in the Recitals hereto.


 


“Overallotment
Option” shall have the meaning given in the Preamble.


 


“Permitted Transferees”
shall mean any person or entity to whom a Holder of Registrable Securities is permitted to transfer such Registrable Securities prior
to the expiration of the Founder Shares Lock-up Period or Private Placement Lock-up Period, as the case may be, under the Insider Letter,
the Private Placement Subscription Agreements, this Agreement and any other applicable agreement between such Holder and the Company,
and to any transferee thereafter.


 


“Piggyback Registration”
shall have the meaning given in subsection 2.2.1.


 


“Private Placement
Lock-up Period” shall mean, with respect to Private Placement Units, shares of Common Stock included in the Private Placement
Units or Private Warrants that are, in each case, held by the Initial Unit Purchasers or their Permitted Transferees, and any of the Common
Stock issued or issuable upon the exercise or conversion of the Private Warrants and that are held by the Initial Unit Purchasers or their
Permitted Transferees, the period ending 30 days after the completion of the Company’s initial Business Combination.


 


“Private Placement
Units” shall have the meaning given in the Recitals hereto.


 


“Private Placement
Subscription Agreements” shall have the meaning given in the Recitals hereto.


 


“Private Warrants”
shall mean the Warrants included in the Private Placement Units and the Additional Warrants.


 


“Pro Rata”
shall have the meaning given in subsection 2.1.4.


 


“Prospectus”
shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended
by any and all post-effective amendments and including all material incorporated by reference in such prospectus.


 






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“Registrable Security”
shall mean (a) the Founder Shares and the shares of Common Stock issued or issuable upon the conversion of any Founder Shares, (b) the
Units, (c) the shares of Common Stock included in the Units, (d) the Warrants included in the Units and the Additional Warrants
(including any shares of the Common Stock issued or issuable upon the exercise of any such Warrants ), (e) any outstanding share
of the Common Stock or any other equity security (including the shares of Common Stock issued or issuable upon the exercise or conversion
of any other equity security) of the Company held by a Holder as of the date of this Agreement, (f) any equity securities (including
the shares of Common Stock issued or issuable upon the exercise or conversion of any such equity security) of the Company issuable upon
conversion of any working capital loans in an amount up to $1,500,000 made to the Company by a Holder, and (g) any other equity security
of the Company issued or issuable with respect to any of the securities described in the foregoing clauses (a) – (f) by
way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization;
provided, however, that, as to any particular Registrable Security, such security shall cease to be a Registrable Security
when: (A) a Registration Statement with respect to the sale of such security shall have become effective under the Securities Act
and such security shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (B) such
security shall have been otherwise transferred, a new certificate for such security not bearing a legend restricting further transfer
shall have been delivered by the Company and subsequent public distribution of such security shall not require registration under the
Securities Act; (C) such security shall have ceased to be outstanding; (D) such security may be sold without registration pursuant
to Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission) (but with
no volume or other restrictions or limitations); or (E) such security has been sold to, or through, a broker, dealer or underwriter
in a public distribution or other public securities transaction.


 


“Registration”
shall mean a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements
of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming
effective.


 


“Registration
Expenses” shall mean the out-of-pocket expenses of a Registration, including, without limitation, the following:


 


(A) all registration
and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority, Inc.)
and any securities exchange on which the Common Stock is then listed;


 


(B) fees and expenses
of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel for the Underwriters in connection
with blue sky qualifications of Registrable Securities);


 


(C) printing, messenger,
telephone and delivery expenses;


 


(D) reasonable fees and
disbursements of counsel for the Company;


 


(E) reasonable fees and
disbursements of all independent registered public accountants of the Company incurred specifically in connection with such Registration;
and


 


(F) reasonable fees and
expenses of one (1) legal counsel selected by the majority-in-interest of the Demanding Holders initiating a Demand Registration
to be registered for offer and sale in the applicable Registration.


 


“Registration
Statement” shall mean any registration statement filed by the Company with the Commission in compliance with the Securities
Act and the rules and regulations promulgated thereunder (other than a Registration Statement on Form S-4 or Form S-8,
or their successors), which registration statement covers the Registrable Securities pursuant to the provisions of this Agreement, including
the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration
statement, and all exhibits to and all material incorporated by reference in such registration statement.


 


“Requesting Holder”
shall have the meaning given in subsection 2.1.1.


 


“Securities Act”
shall mean the Securities Act of 1933, as amended from time to time.


 






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“Sponsor”
shall have the meaning given in the Recitals hereto.


 


“Sponsor Private
Placement Units” shall have the meaning given in the Recitals hereto.


 


“Sponsor Private
Placement Subscription Agreement” shall have the meaning given in the Recitals hereto.


 


“Underwriter”
shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such
dealer’s market-making activities.


 


“Underwritten
Registration” or “Underwritten Offering” shall mean a Registration in which securities of the
Company are sold to an Underwriter in a firm commitment underwriting for distribution to the public.


 


“Units”
shall have the meaning given in the Recitals hereto.


 


“Warrant”
shall have the meaning given in the Recitals hereto.


 


“Working Capital
Units” shall have the meaning given in the Recitals hereto.


 


Article 2

REGISTRATIONS


 


2.1            Demand
Registration.


 


2.1.1            Request
for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time
to time on or after the date the Company consummates a Business Combination, the Holders of at least a majority in interest of the then-outstanding
number of Registrable Securities (the “Demanding Holders”) may make a written demand for Registration of all
or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such
Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”).
The Company shall, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, all other
Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a
portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes
all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”)
shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. Upon
receipt by the Company of any such written notification from a Requesting Holder(s), such Requesting Holder(s) shall be entitled
to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall effect, as soon
thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration,
the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration.
Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand
Registration under this subsection 2.1.1 with respect to any or all Registrable Securities; provided, however, that
a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may
be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested
by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S-1 Registration have been sold, in accordance
with Section 3.1 of this Agreement.


 


2.1.2            Effective
Registration. Notwithstanding the provisions of subsection 2.1.1 above or any other part of this Agreement, a Registration
pursuant to a Demand Registration shall not count as a Registration unless and until (i) the Registration Statement filed with the
Commission with respect to a Registration pursuant to the Demand Registration has been declared effective by the Commission and (ii) the
Company has complied with all of its obligations under this Agreement with respect thereto; provided, further, that if,
after such Registration Statement has been declared effective, an offering of Registrable Securities in a Registration pursuant to a Demand
Registration is interfered with by any stop order or injunction of the Commission, federal or state court or any other governmental agency
the Registration Statement with respect to such Registration shall be deemed not to have been declared effective, unless and until, (i) such
stop order or injunction is removed, rescinded or otherwise terminated, and (ii) a majority-in-interest of the Demanding Holders
initiating such Demand Registration thereafter affirmatively elect to continue with such Registration and accordingly notify the Company
in writing, but in no event later than five (5) days, of such election; and provided, further, that the Company shall
not be obligated or required to file another Registration Statement until the Registration Statement that has been previously filed with
respect to a Registration pursuant to a Demand Registration becomes effective or is subsequently terminated.


 






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2.1.3            Underwritten
Offering. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, if a majority-in-interest of the
Demanding Holders so advise the Company as part of their Demand Registration that the offering of the Registrable Securities pursuant
to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder or Requesting Holder
(if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such
Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided
herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection
2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering
by the majority-in-interest of the Demanding Holders initiating the Demand Registration.


 


2.1.4            Reduction
of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration,
in good faith, advises the Company, the Demanding Holders and the Requesting Holders (if any) in writing that the dollar amount or number
of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other
Common Stock or other equity securities that the Company desires to sell and the Common Stock, if any, as to which a Registration has
been requested pursuant to separate written contractual piggy-back registration rights held by any other stockholders of the Company who
desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering
without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of the Underwritten
Offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”),
then the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Demanding
Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Demanding Holder
and Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities
that the Demanding Holders and Requesting Holders have requested be included in such Underwritten Registration (such proportion is referred
to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second,
to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Registrable Securities of
Holders (Pro Rata, based on the respective number of Registrable Securities that each Holder has so requested) exercising their rights
to register their Registrable Securities pursuant to subsection 2.2.1 hereof, without exceeding the Maximum Number of Securities;
(iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii),
the Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of
Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses
(i), (ii) and (iii), the Common Stock or other equity securities of other persons or entities that the Company is obligated to register
in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum
Number of Securities.


 


2.1.5            Demand
Registration Withdrawal. A majority-in-interest of the Demanding Holders initiating a Demand Registration or a majority-in-interest
of the Requesting Holders (if any), pursuant to a Registration under subsection 2.1.1 shall have the right to withdraw from a Registration
pursuant to such Demand Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters
(if any) of their intention to withdraw from such Registration prior to the effectiveness of the Registration Statement filed with the
Commission with respect to the Registration of their Registrable Securities pursuant to such Demand Registration. Notwithstanding anything
to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Registration
pursuant to a Demand Registration prior to its withdrawal under this subsection 2.1.5.


 






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2.2            Piggyback
Registration.


 


2.2.1            Piggyback
Rights. If, at any time on or after the date the Company consummates a Business Combination, the Company proposes to file a Registration
Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or
exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by
the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than
a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange
offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible
into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall give written notice of such
proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the
anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included
in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any,
in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number
of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such
Registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities
to be included in such Piggyback Registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed
Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included
in such Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such Piggyback Registration
and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution
thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection
2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering
by the Company.


 


2.2.2            Reduction
of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback Registration,
in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that
the dollar amount or number of the securities that the Company desires to sell, taken together with (i) the Common Stock or other
equity securities, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons
or entities other than the Holders of Registrable Securities hereunder (ii) the Registrable Securities as to which registration has
been requested pursuant to Section 2.2 hereof, and (iii) the Common Stock or other equity securities, if any, as to which
Registration has been requested pursuant to separate written contractual piggy-back registration rights of other stockholders of the Company,
exceeds the Maximum Number of Securities, then:


 


(a) If the Registration
is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, the Common Stock or
other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second,
to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of
Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof, Pro Rata, which can
be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has
not been reached under the foregoing clauses (A) and (B), the Common Stock, if any, as to which Registration has been requested pursuant
to written contractual piggy-back registration rights of other stockholders of the Company, which can be sold without exceeding the Maximum
Number of Securities;


 


(b) If the Registration
is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any
such Registration (A) first, the Common Stock or other equity securities, if any, of such requesting persons or entities, other than
the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent
that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising
their rights to register their Registrable Securities pursuant to subsection 2.2.1, pro rata based on the number of Registrable
Securities that each Holder has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities
that the Holders have requested to be included in such Underwritten Registration, which can be sold without exceeding the Maximum Number
of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and
(B), the Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number
of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses
(A), (B) and (C), the Common Stock or other equity securities for the account of other persons or entities that the Company is obligated
to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the
Maximum Number of Securities.


 






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2.2.3            Piggyback
Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback Registration for any
or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her or its intention
to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect
to such Piggyback Registration. The Company (whether on its own good faith determination or as the result of a request for withdrawal
by persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission in connection
with a Piggyback Registration at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary
in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration
prior to its withdrawal under this subsection 2.2.3.


 


2.2.4            Unlimited
Piggyback Registration Rights. For purposes of clarity, any Registration effected pursuant to Section 2.2 hereof shall
not be counted as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof.


 


2.3            Registrations
on Form S-3. Any Holder of Registrable Securities may at any time, and from time to time, request in writing that the Company,
pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the
resale of any or all of their Registrable Securities on Form S-3 or any similar short form registration statement that may be available
at such time (“Form S-3”); provided, however, that the Company shall not be obligated to
effect such request through an Underwritten Offering. Within five (5) days of the Company’s receipt of a written request from
a Holder or Holders of Registrable Securities for a Registration on Form S-3, the Company shall promptly give written notice of the
proposed Registration on Form S-3 to all other Holders of Registrable Securities, and each Holder of Registrable Securities who thereafter
wishes to include all or a portion of such Holder’s Registrable Securities in such Registration on Form S-3 shall so notify
the Company, in writing, within ten (10) days after the receipt by the Holder of the notice from the Company. As soon as practicable
thereafter, but not more than twelve (12) days after the Company’s initial receipt of such written request for a Registration on
Form S-3, the Company shall register all or such portion of such Holder’s Registrable Securities as are specified in such written
request, together with all or such portion of Registrable Securities of any other Holder or Holders joining in such request as are specified
in the written notification given by such Holder or Holders; provided, however, that the Company shall not be obligated
to effect any such Registration pursuant to Section 2.3 hereof if (i) a Form S-3 is not available for such offering;
or (ii) the Holders of Registrable Securities, together with the Holders of any other equity securities of the Company entitled to
inclusion in such Registration, propose to sell the Registrable Securities and such other equity securities (if any) at any aggregate
price to the public of less than $10,000,000.


 


2.4            Restrictions
on Registration Rights. If (A) during the period starting with the date sixty (60) days prior to the Company’s good faith
estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of, a Company initiated
Registration and provided that the Company has delivered written notice to the Holders prior to receipt of a Demand Registration pursuant
to subsection 2.1.1 and it continues to actively employ, in good faith, all reasonable efforts to cause the applicable Registration
Statement to become effective; (B) the Holders have requested an Underwritten Registration and the Company and the Holders are unable
to obtain the commitment of underwriters to firmly underwrite the offer; or (C) in the good faith judgment of the Board such Registration
would be seriously detrimental to the Company and the Board concludes as a result that it is essential to defer the filing of such Registration
Statement at such time, then in each case the Company shall furnish to such Holders a certificate signed by the Chairman of the Board
stating that in the good faith judgment of the Board it would be seriously detrimental to the Company for such Registration Statement
to be filed in the near future and that it is therefore essential to defer the filing of such Registration Statement. In such event, the
Company shall have the right to defer such filing for a period of not more than thirty (30) days; provided, however, that
the Company shall not defer its obligation in this manner more than once in any 12-month period.


 






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Article 3

COMPANY PROCEDURES


 


3.1            General
Procedures. If, at any time on or after the date the Company consummates a Business Combination, the Company is required to effect
the Registration of Registrable Securities, the Company shall use its best efforts to effect such Registration to permit the sale of such
Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the Company shall, as expeditiously
as possible:


 


3.1.1            prepare
and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use its reasonable
best efforts to cause such Registration Statement to become effective and remain effective until all Registrable Securities covered by
such Registration Statement have been sold;


 


3.1.2            prepare
and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the
Prospectus, as may be requested by any Holder or any Underwriter of Registrable Securities or as may be required by the rules, regulations
or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder
to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance
with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;


 


3.1.3            prior
to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters,
if any, and each Holder of Registrable Securities included in such Registration, and each such Holder’s legal counsel, copies of
such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including
all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including
each preliminary Prospectus), and such other documents as the Underwriters and each Holder of Registrable Securities included in such
Registration or the legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable Securities
owned by such Holders;


 


3.1.4            prior
to any public offering of Registrable Securities, use its best efforts to (i) register or qualify the Registrable Securities covered
by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as any Holder
of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request and (ii) take
such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by
such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other
acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement
to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company
shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify or take
any action to which it would be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise
so subject;


 


3.1.5            cause
all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued
by the Company are then listed;


 


3.1.6            provide
a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective date of
such Registration Statement;


 


3.1.7            advise
each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any
stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding
for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if
such stop order should be issued;


 






    9


    


    

 


3.1.8            at
least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration
Statement or Prospectus or any document that is to be incorporated by reference into such Registration Statement or Prospectus, furnish
a copy thereof to each seller of such Registrable Securities and its counsel, including, without limitation, providing copies promptly
upon receipt of any comment letters received with respect to any such Registration Statement or Prospectus;


 


3.1.9            notify
the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act,
of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes
a Misstatement, and then to correct such Misstatement as set forth in Section 3.4 hereof;


 


3.1.10            permit
a representative of the Holders (such representative to be selected by a majority of the participating Holders), the Underwriters, if
any, and any attorney or accountant retained by such Holders or Underwriter to participate, at each such person’s own expense, in
the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply all information
reasonably requested by any such representative, Underwriter, attorney or accountant in connection with the Registration; provided,
however, that such representatives or Underwriters enter into a confidentiality agreement, in form and substance reasonably satisfactory
to the Company, prior to the release or disclosure of any such information; and provided further, the Company may not include the
name of any Holder or Underwriter or any information regarding any Holder or Underwriter in any Registration Statement or Prospectus,
any amendment or supplement to such Registration Statement or Prospectus, any document that is to be incorporated by reference into such
Registration Statement or Prospectus, or any response to any comment letter, without the prior written consent of such Holder or Underwriter
and providing each such Holder or Underwriter a reasonable amount of time to review and comment on such applicable document, which comments
the Company shall include unless contrary to applicable law;


 


3.1.11            obtain
a “cold comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten
Registration which the participating Holders may rely on, in customary form and covering such matters of the type customarily covered
by “cold comfort” letters as the managing Underwriter may reasonably request, and reasonably satisfactory to a majority-in-interest
of the participating Holders;


 


3.1.12            on
the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of counsel
representing the Company for the purposes of such Registration, addressed to the Holders, the placement agent or sales agent, if any,
and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given
as the Holders, placement agent, sales agent, or Underwriter may reasonably request and as are customarily included in such opinions and
negative assurance letters, and reasonably satisfactory to a majority in interest of the participating Holders;


 


3.1.13            in
the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary
form, with the managing Underwriter of such offering;


 


3.1.14            make
available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12)
months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement
which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor
rule promulgated thereafter by the Commission);


 


3.1.15            if
the Registration involves the Registration of Registrable Securities involving gross proceeds in excess of $50,000,000, use its reasonable
efforts to make available senior executives of the Company to participate in customary “road show” presentations that may
be reasonably requested by the Underwriter in any Underwritten Offering; and


 


3.1.16            otherwise,
in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, in connection
with such Registration.


 






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3.2            Registration
Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the
Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions
and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,”
all reasonable fees and expenses of any legal counsel representing the Holders.


 


3.3            Requirements
for Participation in Underwritten Offerings. No person may participate in any Underwritten Offering for equity securities of the Company
pursuant to a Registration initiated by the Company hereunder unless such person (i) agrees to sell such person’s securities
on the basis provided in any underwriting arrangements approved by the Company and (ii) completes and executes all customary questionnaires,
powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents as may be reasonably required
under the terms of such underwriting arrangements.


 


3.4            Suspension
of Sales; Adverse Disclosure. Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains
a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of
a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to prepare and
file such supplement or amendment as soon as practicable after the time of such notice),  it has received notice that any post-effective
amendment has become effective or until it is advised in writing by the Company that the use of the Prospectus may be resumed. If the
filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any time would require the
Company to make an Adverse Disclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable
to the Company for reasons beyond the Company’s control, the Company may, upon giving prompt written notice of such action to the
Holders, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for the shortest period of time,
but in no event more than thirty (30) consecutive days in any twelve-month period, determined in good faith by the Company to be necessary
for such purpose. In the event the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately
upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale
or offer to sell Registrable Securities. The Company shall immediately notify the Holders of the expiration of any period during which
it exercised its rights under this Section 3.4 and, upon the expiration of any such period, the Holders shall be entitled
to resume the use of any such Prospectus in connection with any sale or offer to sell Registrable Securities.


 


3.5            Reporting
Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting company
under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period)
all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the
Exchange Act and to promptly furnish the Holders with true and complete copies of all such filings. The Company further covenants that
it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder
to sell shares of the Common Stock held by such Holder without registration under the Securities Act within the limitation of the exemptions
provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission),
including providing any legal opinions. Upon the request of any Holder, the Company shall deliver to such Holder a written certification
of a duly authorized officer as to whether it has complied with such requirements.


 


3.6            Limitation
on Registration Rights. Notwithstanding anything herein to the contrary, (i) the IPO Underwriters may not exercise its rights
under Section 2.1 or 2.2 hereunder after five (5) and seven (7) years, respectively, after the effective
date of the registration statement relating to the Company’s initial public offering and (ii) no IPO Underwriter may exercise
its rights under Section 2.1 more than once.


 









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Article 4

INDEMNIFICATION AND CONTRIBUTION


 


4.1            Indemnification.


 


4.1.1            The
Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers and directors and each
person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses
(including attorneys’ fees) caused by any untrue or alleged untrue statement of material fact contained in any Registration Statement,
Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material
fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by
or contained in any information furnished in writing to the Company by such Holder expressly for use therein. The Company shall indemnify
the Underwriters, their officers and directors and each person who controls such Underwriters (within the meaning of the Securities Act)
to the same extent as provided in the foregoing with respect to the indemnification of the Holder.


 


4.1.2            In
connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish to
the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration
Statement or Prospectus and, to the extent permitted by law, shall indemnify the Company, its directors and officers and agents and each
person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses
(including without limitation reasonable attorneys’ fees) resulting from any untrue statement of material fact contained in the
Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission of a material
fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue
statement or omission is contained in any information or affidavit so furnished in writing by such Holder expressly for use therein. The
Holders of Registrable Securities shall indemnify the Underwriters, their officers, directors and each person who controls such Underwriters
(within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to indemnification of the Company.
For the avoidance of doubt, the obligation to indemnify under this Section 4.1.2 shall be several, not joint and several, among the
Holders of Registrable Securities, and the total indemnification liability of a Holder under this Section 4.1.2 shall be in proportion
to and limited to the net proceeds received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement.


 


4.1.3            Any
person entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with respect
to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right to indemnification
hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless in such indemnified party’s
reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit
such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense
is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its
consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume
the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel (plus local counsel) for all parties
indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict
of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying
party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot
be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such
settlement) or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified
party of a release from all liability in respect to such claim or litigation.


 


4.1.4            The
indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on
behalf of the indemnified party or any officer, director or controlling person of such indemnified party and shall survive the transfer
of securities.


 






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4.1.5            If
the indemnification provided under Section 4.1 hereof from the indemnifying party is unavailable or insufficient to hold harmless
an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying party,
in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of
such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying
party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party
and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or
alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by, or relates to information
supplied by, such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent,
knowledge, access to information and opportunity to correct or prevent such action; provided, however, that the liability
of any Holder under this subsection 4.1.5 shall be limited to the amount of the net proceeds received by such Holder in such offering
giving rise to such liability. The amount paid or payable by a party as a result of the losses or other liabilities referred to above
shall be deemed to include, subject to the limitations set forth in subsections 4.1.1, 4.1.2 and 4.1.3 above, any
legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties
hereto agree that it would not be just and equitable if contribution pursuant to this subsection 4.1.5 were determined by pro rata
allocation or by any other method of allocation, which does not take account of the equitable considerations referred to in this subsection
4.1.5. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution pursuant to this subsection 4.1.5 from any person who was not guilty of such fraudulent misrepresentation.


 


Article 5

MISCELLANEOUS


 


5.1            Notices.
Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed
to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or
by courier service providing evidence of delivery, or (iii) transmission by hand delivery, facsimile or electronic mail. Each notice
or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given, served, sent,
and received, in the case of mailed notices, on the third business day following the date on which it is mailed and, in the case of notices
delivered by courier service, hand delivery, facsimile or electronic mail, at such time as it is delivered to the addressee (with the
delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation. Any notice
or communication under this Agreement must be addressed, if to the Company, to: 4218 NE 2nd Avenue, Miami, FL 33137, and, if to any Holder,
at such Holder’s address or contact information as set forth in the Company’s books and records. Any party may change its
address for notice at any time and from time to time by written notice to the other parties hereto, and such change of address shall become
effective thirty (30) days after delivery of such notice as provided in this Section 5.1.


 


5.2            Assignment;
No Third Party Beneficiaries.


 


5.2.1            This
Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or
in part.


 


5.2.2            Prior
to the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as the case may be, no Holder may assign
or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer
of Registrable Securities by such Holder to a Permitted Transferee but only if such Permitted Transferee agrees to become bound by the
transfer restrictions set forth in this Agreement, the Insider Letter, the Private Placement Subscription Agreements and other applicable
agreements.


 


5.2.3            This
Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and
the permitted assigns of the Holders, which shall include Permitted Transferees.


 






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5.2.4            This
Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this
Agreement and Section 5.2 hereof.


 


5.2.5            No
assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company
unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof
and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions
of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made
other than as provided in this Section 5.2 shall be null and void.


 


5.3            Counterparts;
Electronic Signatures. This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original
and all of which when taken together shall constitute one and the same instrument. The words “execution,” signed,” “signature,”
and words of like import in this Agreement or in any other certificate, agreement or document related to this Agreement shall include
images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”,
 “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use
of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent,
communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed
signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic
Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law,
including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.


 


5.4            Governing
Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY
AGREE THAT (I) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO AGREEMENTS
AMONG NEW YORK RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS OF
SUCH JURISDICTION AND (II) THE VENUE FOR ANY ACTION TAKEN WITH RESPECT TO THIS AGREEMENT SHALL BE ANY STATE OR FEDERAL COURT IN NEW
YORK COUNTY IN THE STATE OF NEW YORK.


 


5.5            Amendments
and Modifications. Upon the written consent of the Company and the Holders of at least a majority in interest of the Registrable Securities
at the time in question, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or
any of such provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding the
foregoing, any amendment hereto or waiver hereof that adversely affects one Holder, solely in its capacity as a holder of the shares of
capital stock of the Company, in a manner that is materially different from the other Holders (in such capacity) shall require the consent
of the Holder so affected. No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on
the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights
or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall
operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.


 


5.6            Other
Registration Rights. The Company represents and warrants that no person, other than a Holder of Registrable Securities, has any right
to require the Company to register any securities of the Company for sale or to include such securities of the Company in any Registration
filed by the Company for the sale of securities for its own account or for the account of any other person. Further, the Company represents
and warrants that this Agreement supersedes any other registration rights agreement or agreement with similar terms and conditions and
in the event of a conflict between any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail.


 


5.7            Term.
This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement or (ii) the date
as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the
applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated
thereafter by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities
under Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner
of sale and without compliance with the current public reporting requirements set forth under Rule 144(i)(2). The provisions of Section 3.5
and Article 4 shall survive any termination.


 


[Signature Pages Follow]


 









    14


    


    

 


IN WITNESS WHEREOF, the undersigned have
caused this Agreement to be executed as of the date first written above.


 


	 	COMPANY:
	 	 
	 	LIONHEART
    III CORP
	 	 
	 	By:	                        
	 	Name:
    Ophir Sternberg
	 	Title:
    Chairman, President and Chief Executive Officer
	 	 
	 	 
	 	HOLDERS:
	 	 
	 	LIONHEART
    EQUITIES, LLC
	 	 
	 	By:	 
	 	Name:
    Ophir Sternberg
	 	Title:
    Manager
	 	 
	 	 
	 	OPHIR
    STERNBERG
	 	 
	 	 
	 	 
	 	 
	 	PAUL
    RAPISARDA
	 	 
	 	 
	 	 
	 	 
	 	FAQUIRY
    DIAZ CALA
	 	 
	 	 
	 	 
	 	 
	 	JAMES ANDERSON
	 	 
	 	 
	 	 
	 	 
	 	THOMAS BYRNE
	 	 
	 	 
	 	 
	 	 
	 	THOMAS HAWKINS
	 	 
	 	 
	 	 
	 	 
	 	ROGER
                                            MELTZER

	 	 
	 	 




 


[Signature
Page to Registration Rights Agreement]


 






    


    


    

 


	 	NOMURA SECURITIES INTERNATIONAL, INC.
	 	 
	 	By:	                               
	 	Name:
	 	Title:
	 	 
	 	 
	 	NORTHLAND SECURITIES, INC.
	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	 	 
	 	DREXEL HAMILTON, LLC
	 	 
	 	By:	 
	 	Name:
	 	Title:




 


[Signature
Page to Registration Rights Agreement]